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 (2023) 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 (2023); (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 U.S. Notes (2023) 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 (2023); (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 (2023); and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the U.S. Notes (2023) Indenture, as defined in the U.S. Notes (2023) 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 (2023). 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, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,640,396 $ 1,426,650 $ (36,295 ) $ 3,030,751 Cost of goods sold — 988,671 916,496 (36,295 ) 1,868,872 Gross margin — 651,725 510,154 — 1,161,879 Selling, general and administrative expenses 9,683 430,693 385,668 — 826,044 Restructuring and acquisition related expenses — — 15,878 — 15,878 Depreciation and amortization 21 24,526 38,616 — 63,163 Operating (loss) income (9,704 ) 196,506 69,992 — 256,794 Other expense (income): Interest expense (income), net 17,805 (113 ) 20,580 — 38,272 Intercompany interest (income) expense, net (15,406 ) 9,865 5,541 — — Gains on bargain purchases — — (328 ) — (328 ) Other expense (income), net 117 (4,397 ) 5,035 — 755 Total other expense, net 2,516 5,355 30,828 — 38,699 (Loss) income before (benefit) provision for income taxes (12,220 ) 191,151 39,164 — 218,095 (Benefit) provision for income taxes (3,744 ) 53,543 10,976 — 60,775 Equity in earnings of unconsolidated subsidiaries — — 546 — 546 Equity in earnings of subsidiaries 165,483 4,451 — (169,934 ) — Net income 157,007 142,059 28,734 (169,934 ) 157,866 Less: net income attributable to noncontrolling interest — — 859 — 859 Net income attributable to LKQ stockholders $ 157,007 $ 142,059 $ 27,875 $ (169,934 ) $ 157,007 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 Selling, general and administrative expenses 9,165 385,443 269,662 — 664,270 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 Six Months Ended June 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 3,217,991 $ 2,606,892 $ (73,368 ) $ 5,751,515 Cost of goods sold — 1,934,586 1,674,447 (73,368 ) 3,535,665 Gross margin — 1,283,405 932,445 — 2,215,850 Selling, general and administrative expenses 18,813 857,490 716,632 — 1,592,935 Restructuring and acquisition related expenses — 330 19,602 — 19,932 Depreciation and amortization 50 48,864 70,707 — 119,621 Operating (loss) income (18,863 ) 376,721 125,504 — 483,362 Other expense (income): Interest expense, net 35,813 99 30,875 — 66,787 Intercompany interest (income) expense, net (30,806 ) 19,545 11,261 — — Gains on bargain purchases — — (328 ) — (328 ) Other (income) expense, net (898 ) (10,279 ) 9,050 — (2,127 ) Total other expense, net 4,109 9,365 50,858 — 64,332 (Loss) income before (benefit) provision for income taxes (22,972 ) 367,356 74,646 — 419,030 (Benefit) provision for income taxes (7,648 ) 99,420 18,587 — 110,359 Equity in earnings of unconsolidated subsidiaries — — 1,958 — 1,958 Equity in earnings of subsidiaries 325,291 9,561 — (334,852 ) — Net income 309,967 277,497 58,017 (334,852 ) 310,629 Less: net income attributable to noncontrolling interest — — 662 — 662 Net income attributable to LKQ stockholders $ 309,967 $ 277,497 $ 57,355 $ (334,852 ) $ 309,967 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 Selling, general and administrative expenses 18,348 770,971 517,768 — 1,307,087 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 — — Gains on bargain purchases — — (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 Net (loss) income from discontinued operations (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 Comprehensive Income (In thousands) For the Three Months Ended June 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 157,007 $ 142,059 $ 28,734 $ (169,934 ) $ 157,866 Less: net income attributable to noncontrolling interest — — 859 — 859 Net income attributable to LKQ stockholders 157,007 142,059 27,875 (169,934 ) 157,007 Other comprehensive (loss) income: Foreign currency translation, net of tax (105,164 ) (2,303 ) (106,610 ) 108,913 (105,164 ) Net change in unrealized gains/losses on cash flow hedges, net of tax 2,406 — — — 2,406 Net change in unrealized gains/losses on pension plans, net of tax (807 ) (864 ) 57 807 (807 ) Net change in other comprehensive income from unconsolidated subsidiaries 2,122 — 2,122 (2,122 ) 2,122 Other comprehensive loss (101,443 ) (3,167 ) (104,431 ) 107,598 (101,443 ) Comprehensive income (loss) 55,564 138,892 (75,697 ) (62,336 ) 56,423 Less: comprehensive income attributable to noncontrolling interest — — 859 — 859 Comprehensive income (loss) attributable to LKQ stockholders $ 55,564 $ 138,892 $ (76,556 ) $ (62,336 ) $ 55,564 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, net of tax 93,597 10,097 92,903 (103,000 ) 93,597 Net change in unrecognized gains/losses on cash flow hedges, 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 Six Months Ended June 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 309,967 $ 277,497 $ 58,017 $ (334,852 ) $ 310,629 Less: net income attributable to noncontrolling interest — — 662 — 662 Net income attributable to LKQ stockholders 309,967 277,497 57,355 (334,852 ) 309,967 Other comprehensive (loss) income: Foreign currency translation, net of tax (56,679 ) (4,486 ) (57,555 ) 62,041 (56,679 ) Net change in unrealized gains/losses on cash flow hedges, net of tax 5,660 — — — 5,660 Net change in unrealized gains/losses on pension plans, net of tax (1,428 ) (1,485 ) 57 1,428 (1,428 ) Net change in other comprehensive income from unconsolidated subsidiaries 1,517 — 1,517 (1,517 ) 1,517 Other comprehensive loss (50,930 ) (5,971 ) (55,981 ) 61,952 (50,930 ) Comprehensive income 259,037 271,526 2,036 (272,900 ) 259,699 Less: comprehensive income attributable to noncontrolling interest — — 662 — 662 Comprehensive income attributable to LKQ stockholders $ 259,037 $ 271,526 $ 1,374 $ (272,900 ) $ 259,037 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, net of tax 115,176 13,975 114,035 (128,010 ) 115,176 Net change in unrecognized gains/losses on cash flow hedges, 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 Balance Sheets (In thousands) June 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 33,859 $ 38,302 $ 273,041 $ — $ 345,202 Receivables, net 65 380,076 921,373 — 1,301,514 Intercompany receivables, net 6,946 — 28,589 (35,535 ) — Inventories — 1,337,934 1,380,224 — 2,718,158 Prepaid expenses and other current assets 32,457 95,198 101,077 — 228,732 Total current assets 73,327 1,851,510 2,704,304 (35,535 ) 4,593,606 Property, plant and equipment, net 979 578,952 608,533 — 1,188,464 Intangible assets: Goodwill — 2,005,253 2,416,723 — 4,421,976 Other intangibles, net — 284,460 688,571 — 973,031 Investment in subsidiaries 5,573,396 108,485 — (5,681,881 ) — Intercompany notes receivable 1,094,619 26,716 — (1,121,335 ) — Equity method investments — 336 202,317 — 202,653 Other assets 86,030 37,286 45,585 — 168,901 Total assets $ 6,828,351 $ 4,892,998 $ 6,666,033 $ (6,838,751 ) $ 11,548,631 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 15,084 $ 342,529 $ 624,030 $ — $ 981,643 Intercompany payables, net — 28,589 6,946 (35,535 ) — Accrued expenses: Accrued payroll-related liabilities 6,143 57,909 99,242 — 163,294 Other accrued expenses 6,163 99,766 206,773 — 312,702 Refund liability — 53,660 50,034 — 103,694 Other current liabilities 282 19,050 30,271 — 49,603 Current portion of long-term obligations 24,886 1,561 150,925 — 177,372 Total current liabilities 52,558 603,064 1,168,221 (35,535 ) 1,788,308 Long-term obligations, excluding current portion 1,891,254 8,012 2,361,910 — 4,261,176 Intercompany notes payable — 637,495 483,840 (1,121,335 ) — Deferred income taxes 12,251 115,736 204,615 — 332,602 Other noncurrent liabilities 152,816 106,007 130,747 — 389,570 Stockholders' equity: Total Company stockholders’ equity 4,719,472 3,422,684 2,259,197 (5,681,881 ) 4,719,472 Noncontrolling interest — — 57,503 — 57,503 Total stockholders’ equity 4,719,472 3,422,684 2,316,700 (5,681,881 ) 4,776,975 Total liabilities and stockholders' equity $ 6,828,351 $ 4,892,998 $ 6,666,033 $ (6,838,751 ) $ 11,548,631 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 34,360 $ 35,131 $ 210,275 $ — $ 279,766 Receivables, net — 290,958 736,148 — 1,027,106 Intercompany receivables, net 2,669 3,010 230 (5,909 ) — Inventories — 1,334,766 1,046,017 — 2,380,783 Prepaid expenses and other current assets 34,136 44,849 55,494 — 134,479 Total current assets 71,165 1,708,714 2,048,164 (5,909 ) 3,822,134 Property, plant and equipment, net 910 563,262 348,917 — 913,089 Intangible assets: Goodwill — 2,010,209 1,526,302 — 3,536,511 Other intangibles, net — 291,036 452,733 — 743,769 Investment in subsidiaries 5,952,687 102,931 — (6,055,618 ) — Intercompany notes receivable 1,156,550 782,638 — (1,939,188 ) — Equity method investments — 336 208,068 — 208,404 Other assets 70,590 33,597 38,778 — 142,965 Total assets $ 7,251,902 $ 5,492,723 $ 4,622,962 $ (8,000,715 ) $ 9,366,872 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 5,742 $ 340,951 $ 441,920 $ — $ 788,613 Intercompany payables, net — 230 5,679 (5,909 ) — Accrued expenses: Accrued payroll-related liabilities 9,448 65,811 68,165 — 143,424 Other accrued expenses 5,219 95,900 117,481 — 218,600 Other current liabilities 282 27,066 18,379 — 45,727 Current portion of long-term obligations 16,468 1,912 107,980 — 126,360 Total current liabilities 37,159 531,870 759,604 (5,909 ) 1,322,724 Long-term obligations, excluding current portion 2,095,826 7,372 1,174,422 — 3,277,620 Intercompany notes payable 750,000 677,708 511,480 (1,939,188 ) — Deferred income taxes 12,402 116,021 123,936 — 252,359 Other noncurrent liabilities 158,346 101,189 47,981 — 307,516 Stockholders' equity: Total Company stockholders’ equity 4,198,169 4,058,563 1,997,055 (6,055,618 ) 4,198,169 Noncontrolling interest — — 8,484 — 8,484 Total stockholders’ equity 4,198,169 4,058,563 2,005,539 (6,055,618 ) 4,206,653 Total liabilities and stockholders' equity $ 7,251,902 $ 5,492,723 $ 4,622,962 $ (8,000,715 ) $ 9,366,872 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 149,253 $ 244,304 $ 68,285 $ (133,173 ) $ 328,669 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (260 ) (62,744 ) (52,417 ) — (115,421 ) Investment and intercompany note activity with subsidiaries 48,339 — — (48,339 ) — Acquisitions, net of cash acquired — (2,527 ) (1,133,443 ) — (1,135,970 ) Payments of deferred purchase price on receivables securitization — 14,926 — (14,926 ) — Other investing activities, net 887 423 864 — 2,174 Net cash provided by (used in) investing activities 48,966 (49,922 ) (1,184,996 ) (63,265 ) (1,249,217 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,922 — — — 2,922 Taxes paid related to net share settlements of stock-based compensation awards (3,834 ) — — — (3,834 ) Debt issuance costs (682 ) — (16,077 ) — (16,759 ) Proceeds from issuance of Euro Notes (2026/28) — — 1,232,100 — 1,232,100 Borrowings under revolving credit facilities 264,000 — 349,658 — 613,658 Repayments under revolving credit facilities (451,931 ) — (314,666 ) — (766,597 ) Repayments under term loans (8,810 ) — — — (8,810 ) (Repayments) borrowings of other debt, net (385 ) 289 (2,348 ) — (2,444 ) Other financing activities, net — — 4,107 — 4,107 Investment and intercompany note activity with parent — (42,596 ) (5,743 ) 48,339 — Dividends — (148,099 ) — 148,099 — Net cash (used in) provided by financing activities (198,720 ) (190,406 ) 1,247,031 196,438 1,054,343 Effect of exchange rate changes on cash and cash equivalents — (805 ) (67,554 ) — (68,359 ) Net (decrease) increase in cash and cash equivalents (501 ) 3,171 62,766 — 65,436 Cash and cash equivalents, beginning of period 34,360 35,131 210,275 — 279,766 Cash and cash equivalents, end of period $ 33,859 $ 38,302 $ 273,041 $ — $ 345,202 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 $ 284,227 $ 114,476 $ (192,733 ) $ 362,097 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant 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 Payments of deferred purchase price on receivables securitization (1) — 6,362 — (6,362 ) — Other investing activities, net — (395 ) 5,107 — 4,712 Net cash provided by (used in) investing activities 276,313 191,868 (71,706 ) (282,739 ) 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 (1) Reflects the impact of adopting ASU 2016-15 |