Condensed Consolidating Financial Information | Condensed Consolidating Financial Information LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the U.S. Notes due on May 15, 2023. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the U.S. Notes; (ii) a transfer (including as a result of consolidation or merger) to any person that is not a Guarantor of the equity interests of a Guarantor or issuance by a Guarantor of its equity interests such that the Guarantor ceases to be a subsidiary, as defined in the Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the U.S. Notes; (iii) the release of the Guarantor from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the U.S. Notes; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture. Presented below are the unaudited condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present our financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934 resulting from the guarantees of the U.S. Notes. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenue and expenses. The unaudited condensed consolidating financial statements below have been prepared from our financial information on the same basis of accounting as the unaudited condensed consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,487,435 $ 1,001,733 $ (30,757 ) $ 2,458,411 Cost of goods sold — 889,087 635,072 (30,757 ) 1,493,402 Gross margin — 598,348 366,661 — 965,009 Facility and warehouse expenses — 129,332 61,604 — 190,936 Distribution expenses — 121,584 72,808 — 194,392 Selling, general and administrative expenses 9,165 134,527 135,250 — 278,942 Restructuring and acquisition related expenses — 654 1,867 — 2,521 Depreciation and amortization 30 24,586 29,029 — 53,645 Operating (loss) income (9,195 ) 187,665 66,103 — 244,573 Other expense (income): Interest expense, net 16,492 26 8,078 — 24,596 Intercompany interest (income) expense, net (2,160 ) (2,735 ) 4,895 — — Gain on bargain purchase — — (3,077 ) — (3,077 ) Other (income) expense, net (37 ) (4,067 ) 1,373 — (2,731 ) Total other expense (income), net 14,295 (6,776 ) 11,269 — 18,788 (Loss) income from continuing operations before (benefit) provision for income taxes (23,490 ) 194,441 54,834 — 225,785 (Benefit) provision for income taxes (11,161 ) 73,363 13,660 — 75,862 Equity in earnings of unconsolidated subsidiaries 182 — 809 — 991 Equity in earnings of subsidiaries 163,061 5,795 — (168,856 ) — Net income $ 150,914 $ 126,873 $ 41,983 $ (168,856 ) $ 150,914 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,419,225 $ 919,752 $ (34,171 ) $ 2,304,806 Cost of goods sold — 852,430 580,731 (34,171 ) 1,398,990 Gross margin — 566,795 339,021 — 905,816 Facility and warehouse expenses — 117,430 59,948 — 177,378 Distribution expenses — 118,320 66,006 — 184,326 Selling, general and administrative expenses 8,887 128,973 112,226 — 250,086 Restructuring and acquisition related expenses — 7,082 1,998 — 9,080 Depreciation and amortization 33 23,453 29,015 — 52,501 Operating (loss) income (8,920 ) 171,537 69,828 — 232,445 Other expense (income): Interest expense (income), net 16,125 (309 ) 8,833 — 24,649 Intercompany interest (income) expense, net (2,355 ) 2,376 (21 ) — — Other expense (income), net 33 (1,542 ) 1,047 — (462 ) Total other expense, net 13,803 525 9,859 — 24,187 (Loss) income from continuing operations before (benefit) provision for income taxes (22,723 ) 171,012 59,969 — 208,258 (Benefit) provision for income taxes (9,670 ) 67,812 12,120 — 70,262 Equity in earnings (loss) of unconsolidated subsidiaries — 14 (200 ) — (186 ) Equity in earnings (loss) of subsidiaries 150,863 (1,540 ) — (149,323 ) — Income from continuing operations 137,810 101,674 47,649 (149,323 ) 137,810 Income from discontinued operations, net of tax 4,975 4,975 1,971 (6,946 ) 4,975 Net income $ 142,785 $ 106,649 $ 49,620 $ (156,269 ) $ 142,785 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,940,951 $ 1,931,704 $ (71,401 ) $ 4,801,254 Cost of goods sold — 1,752,462 1,225,091 (71,401 ) 2,906,152 Gross margin — 1,188,489 706,613 — 1,895,102 Facility and warehouse expenses — 257,135 123,581 — 380,716 Distribution expenses — 242,014 138,188 — 380,202 Selling, general and administrative expenses 18,348 271,822 255,999 — 546,169 Restructuring and acquisition related expenses — 2,537 2,912 — 5,449 Depreciation and amortization 60 48,067 54,174 — 102,301 Operating (loss) income (18,408 ) 366,914 131,759 — 480,265 Other expense (income): Interest expense, net 32,672 224 15,688 — 48,584 Intercompany interest (income) expense, net (7,832 ) (1,716 ) 9,548 — — Gain on bargain purchase — — (3,077 ) — (3,077 ) Other expense (income), net 254 (4,236 ) 205 — (3,777 ) Total other expense (income), net 25,094 (5,728 ) 22,364 — 41,730 (Loss) income from continuing operations before (benefit) provision for income taxes (43,502 ) 372,642 109,395 — 438,535 (Benefit) provision for income taxes (18,598 ) 143,401 23,214 — 148,017 Equity in earnings of unconsolidated subsidiaries — — 1,205 — 1,205 Equity in earnings of subsidiaries 316,627 10,608 — (327,235 ) — Income from continuing operations 291,723 239,849 87,386 (327,235 ) 291,723 (Loss) income from discontinued operations, net of tax (4,531 ) (4,531 ) 2,050 2,481 (4,531 ) Net income $ 287,192 $ 235,318 $ 89,436 $ (324,754 ) $ 287,192 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,737,392 $ 1,555,389 $ (66,499 ) $ 4,226,282 Cost of goods sold — 1,647,670 978,858 (66,499 ) 2,560,029 Gross margin — 1,089,722 576,531 — 1,666,253 Facility and warehouse expenses — 232,640 102,343 — 334,983 Distribution expenses — 222,474 114,195 — 336,669 Selling, general and administrative expenses 19,266 255,641 193,497 — 468,404 Restructuring and acquisition related expenses — 11,118 12,773 — 23,891 Depreciation and amortization 69 43,997 40,123 — 84,189 Operating (loss) income (19,335 ) 323,852 113,600 — 418,117 Other expense (income): Interest expense (income), net 28,242 (166 ) 11,165 — 39,241 Intercompany interest (income) expense, net (13,032 ) 8,966 4,066 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other (income) expense, net (78 ) (4,342 ) 1,069 — (3,351 ) Total other (income) expense, net (316 ) 4,458 40,056 — 44,198 (Loss) income from continuing operations before (benefit) provision for income taxes (19,019 ) 319,394 73,544 — 373,919 (Benefit) provision for income taxes (9,557 ) 118,128 14,819 — 123,390 Equity in (loss) earnings of unconsolidated subsidiaries (795 ) 19 228 — (548 ) Equity in earnings of subsidiaries 260,238 10,402 — (270,640 ) — Income from continuing operations 249,981 211,687 58,953 (270,640 ) 249,981 Income from discontinued operations, net of tax 4,975 4,975 1,971 (6,946 ) 4,975 Net income $ 254,956 $ 216,662 $ 60,924 $ (277,586 ) $ 254,956 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 150,914 $ 126,873 $ 41,983 $ (168,856 ) $ 150,914 Other comprehensive income (loss): Foreign currency translation 93,597 10,097 92,903 (103,000 ) 93,597 Net change in unrecognized gains/losses on derivative instruments, net of tax (930 ) — — — (930 ) Net change in unrealized gains/losses on pension plans, net of tax (862 ) (448 ) (414 ) 862 (862 ) Net change in other comprehensive loss from unconsolidated subsidiaries (439 ) — (439 ) 439 (439 ) Total other comprehensive income 91,366 9,649 92,050 (101,699 ) 91,366 Total comprehensive income $ 242,280 $ 136,522 $ 134,033 $ (270,555 ) $ 242,280 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 142,785 $ 106,649 $ 49,620 $ (156,269 ) $ 142,785 Other comprehensive (loss) income: Foreign currency translation (73,257 ) (15,116 ) (73,830 ) 88,946 (73,257 ) Net change in unrecognized gains/losses on derivative instruments, net of tax (3,614 ) — 99 (99 ) (3,614 ) Net change in unrealized gains/losses on pension plans, net of tax 120 — 120 (120 ) 120 Total other comprehensive loss (76,751 ) (15,116 ) (73,611 ) 88,727 (76,751 ) Total comprehensive income (loss) $ 66,034 $ 91,533 $ (23,991 ) $ (67,542 ) $ 66,034 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 287,192 $ 235,318 $ 89,436 $ (324,754 ) $ 287,192 Other comprehensive income (loss): Foreign currency translation 115,176 13,975 114,035 (128,010 ) 115,176 Net change in unrecognized gains/losses on derivative instruments, net of tax 2,233 (133 ) — 133 2,233 Net change in unrealized gains/losses on pension plans, net of tax (3,903 ) (3,253 ) (650 ) 3,903 (3,903 ) Net change in other comprehensive loss from unconsolidated subsidiaries (601 ) — (601 ) 601 (601 ) Total other comprehensive income 112,905 10,589 112,784 (123,373 ) 112,905 Total comprehensive income $ 400,097 $ 245,907 $ 202,220 $ (448,127 ) $ 400,097 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 254,956 $ 216,662 $ 60,924 $ (277,586 ) $ 254,956 Other comprehensive (loss) income: Foreign currency translation (73,117 ) (17,971 ) (76,869 ) 94,840 (73,117 ) Net change in unrecognized gains/losses on derivative instruments, net of tax (3,182 ) — 195 (195 ) (3,182 ) Net change in unrealized gains/losses on pension plans, net of tax 267 — 267 (267 ) 267 Total other comprehensive loss (76,032 ) (17,971 ) (76,407 ) 94,378 (76,032 ) Total comprehensive income (loss) $ 178,924 $ 198,691 $ (15,483 ) $ (183,208 ) $ 178,924 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) June 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 27,445 $ 45,865 $ 230,234 $ — $ 303,544 Receivables, net — 300,971 700,275 — 1,001,246 Intercompany receivables, net 3,259 — 18,809 (22,068 ) — Inventories — 1,199,944 863,518 — 2,063,462 Prepaid expenses and other current assets 20,389 46,791 65,303 — 132,483 Total current assets 51,093 1,593,571 1,878,139 (22,068 ) 3,500,735 Property and equipment, net 310 538,159 303,139 — 841,608 Intangible assets: Goodwill — 1,883,562 1,308,051 — 3,191,613 Other intangibles, net — 154,082 441,251 — 595,333 Investment in subsidiaries 5,379,280 89,217 — (5,468,497 ) — Intercompany notes receivable 1,182,590 796,682 — (1,979,272 ) — Equity method investments — 336 181,660 — 181,996 Other assets 62,025 36,177 25,765 (4,310 ) 119,657 Total assets $ 6,675,298 $ 5,091,786 $ 4,138,005 $ (7,474,147 ) $ 8,430,942 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 4,267 $ 303,516 $ 416,418 $ — $ 724,201 Intercompany payables, net — 18,809 3,259 (22,068 ) — Accrued expenses: Accrued payroll-related liabilities 5,092 46,350 55,369 — 106,811 Other accrued expenses 4,940 101,199 140,608 — 246,747 Other current liabilities 283 24,621 22,137 — 47,041 Current portion of long-term obligations 36,397 1,842 58,621 — 96,860 Total current liabilities 50,979 496,337 696,412 (22,068 ) 1,221,660 Long-term obligations, excluding current portion 1,935,305 6,651 948,752 — 2,890,708 Intercompany notes payable 750,000 717,920 511,352 (1,979,272 ) — Deferred income taxes — 118,207 111,365 (4,310 ) 225,262 Other noncurrent liabilities 82,329 111,961 42,337 — 236,627 Total stockholders’ equity 3,856,685 3,640,710 1,827,787 (5,468,497 ) 3,856,685 Total liabilities and stockholders' equity $ 6,675,298 $ 5,091,786 $ 4,138,005 $ (7,474,147 ) $ 8,430,942 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 33,030 $ 35,360 $ 159,010 $ — $ 227,400 Receivables, net — 248,188 612,361 — 860,549 Intercompany receivables, net 2,805 11,237 8,837 (22,879 ) — Inventories — 1,149,763 785,474 — 1,935,237 Prepaid expenses and other current assets 1,640 43,165 42,963 — 87,768 Assets of discontinued operations — 357,788 98,852 — 456,640 Total current assets 37,475 1,845,501 1,707,497 (22,879 ) 3,567,594 Property and equipment, net 239 527,705 283,632 — 811,576 Intangible assets: Goodwill — 1,851,274 1,203,495 — 3,054,769 Other intangibles, net — 153,689 430,542 — 584,231 Investment in subsidiaries 5,067,297 242,032 — (5,309,329 ) — Intercompany notes receivable 1,510,534 800,283 — (2,310,817 ) — Equity method investments — 336 183,131 — 183,467 Other assets 59,726 25,177 — 22,347 (5,688 ) — 101,562 Total assets $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 1,309 $ 244,074 $ 388,390 $ — $ 633,773 Intercompany payables, net 11,237 8,837 2,805 (22,879 ) — Accrued expenses: Accrued payroll-related liabilities 6,404 58,187 54,164 — 118,755 Other accrued expenses 5,502 94,287 109,312 — 209,101 Other current liabilities 4,283 18,456 15,204 — 37,943 Current portion of long-term obligations 37,710 1,097 27,302 — 66,109 Liabilities of discontinued operations — 110,890 34,214 — 145,104 Total current liabilities 66,445 535,828 631,391 (22,879 ) 1,210,785 Long-term obligations, excluding current portion 2,371,578 8,356 895,728 — 3,275,662 Intercompany notes payable 750,000 1,074,218 486,599 (2,310,817 ) — Deferred income taxes — 95,765 109,580 (5,688 ) 199,657 Other noncurrent liabilities 44,299 90,722 39,125 — 174,146 Total stockholders’ equity 3,442,949 3,641,108 1,668,221 (5,309,329 ) 3,442,949 Total liabilities and stockholders' equity $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 156,127 $ 290,589 $ 114,476 $ (199,095 ) $ 362,097 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (64 ) (41,718 ) (49,763 ) — (91,545 ) Investment and intercompany note activity with subsidiaries 276,377 — — (276,377 ) — Acquisitions, net of cash acquired — (78,121 ) (22,607 ) — (100,728 ) Proceeds from disposals of business/investment — 305,740 (4,443 ) — 301,297 Other investing activities, net — (395 ) 5,107 — 4,712 Net cash provided by (used in) investing activities 276,313 185,506 (71,706 ) (276,377 ) 113,736 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 5,151 — — — 5,151 Taxes paid related to net share settlements of stock-based compensation awards (3,955 ) — — — (3,955 ) Borrowings under revolving credit facilities 97,000 — 65,794 — 162,794 Repayments under revolving credit facilities (515,931 ) — (69,523 ) — (585,454 ) Repayments under term loans (18,590 ) — — (18,590 ) Borrowings under receivables securitization facility — — 150 — 150 Repayments under receivables securitization facility — — (5,000 ) — (5,000 ) (Repayments) borrowings of other debt, net (1,700 ) (1,161 ) 22,452 — 19,591 Payments of other obligations — (1,336 ) (743 ) — (2,079 ) Other financing activities, net — 5,000 (684 ) — 4,316 Investment and intercompany note activity with parent — (269,668 ) (6,709 ) 276,377 — Dividends — (199,095 ) — 199,095 — Net cash (used in) provided by financing activities (438,025 ) (466,260 ) 5,737 475,472 (423,076 ) Effect of exchange rate changes on cash and cash equivalents — 521 15,750 — 16,271 Net (decrease) increase in cash and cash equivalents (5,585 ) 10,356 64,257 — 69,028 Cash and cash equivalents of continuing operations, beginning of period 33,030 35,360 159,010 — 227,400 Add: Cash and cash equivalents of discontinued operations, beginning of period — 149 6,967 — 7,116 Cash and cash equivalents of continuing and discontinued operations, beginning of period 33,030 35,509 165,977 — 234,516 Cash and cash equivalents, end of period $ 27,445 $ 45,865 $ 230,234 $ — $ 303,544 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 142,783 $ 300,978 $ 66,346 $ (148,192 ) $ 361,915 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (2 ) (57,742 ) (44,575 ) — (102,319 ) Investment and intercompany note activity with subsidiaries (1,293,298 ) (34,448 ) — 1,327,746 — Acquisitions, net of cash acquired — (661,852 ) (606,989 ) — (1,268,841 ) Proceeds from disposals of business/investment — — 10,304 — 10,304 Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — 400 609 — 1,009 Net cash used in investing activities (1,274,958 ) (753,642 ) (640,651 ) 1,327,746 (1,341,505 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 4,889 — — — 4,889 Taxes paid related to net share settlements of stock-based compensation awards (2,281 ) — — — (2,281 ) Debt issuance costs (7,100 ) — (9,071 ) — (16,171 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,204,000 — 618,020 — 1,822,020 Repayments under revolving credit facilities (119,000 ) — (893,362 ) — (1,012,362 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Repayments under term loans (3,122 ) — (1,599 ) — (4,721 ) Borrowings under receivables securitization facility — — 97,000 — 97,000 Repayments under receivables securitization facility — — (66,480 ) — (66,480 ) Repayments of other debt, net — (1,657 ) (6,167 ) — (7,824 ) Payments of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,436 ) — — (1,436 ) Other financing activities, net — 65 — — 65 Investment and intercompany note activity with parent — 621,619 706,127 (1,327,746 ) — Dividends — (148,192 ) — 148,192 — Net cash provided by financing activities 1,166,703 470,399 713,732 (1,179,554 ) 1,171,280 Effect of exchange rate changes on cash and cash equivalents — (27 ) (5,857 ) — (5,884 ) Net increase in cash and cash equivalents 34,528 17,708 133,570 — 185,806 Cash and cash equivalents of continuing operations, beginning of period 17,616 13,432 56,349 — 87,397 Cash and cash equivalents of continuing and discontinued operations, end of period 52,144 31,140 189,919 — 273,203 Less: Cash and cash equivalents of discontinued operations, end of period — 12,094 9,246 — 21,340 Cash and cash equivalents, end of period $ 52,144 $ 19,046 $ 180,673 $ — $ 251,863 |