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 September 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,550,301 $ 1,609,525 $ (37,448 ) $ 3,122,378 Cost of goods sold — 934,913 1,027,715 (37,448 ) 1,925,180 Gross margin — 615,388 581,810 — 1,197,198 Selling, general and administrative expenses 6,725 434,965 437,460 — 879,150 Restructuring and acquisition related expenses — 1,638 4,976 — 6,614 Depreciation and amortization 34 25,238 51,429 — 76,701 Operating (loss) income (6,759 ) 153,547 87,945 — 234,733 Other expense (income): Interest expense (income), net 16,191 (193 ) 24,862 — 40,860 Intercompany interest (income) expense, net (15,121 ) 10,014 5,107 — — Other income, net (178 ) (3,514 ) (3,267 ) — (6,959 ) Total other expense, net 892 6,307 26,702 — 33,901 (Loss) income before (benefit) provision for income taxes (7,651 ) 147,240 61,243 — 200,832 (Benefit) provision for income taxes (12,008 ) 41,875 16,201 — 46,068 Equity in losses of unconsolidated subsidiaries — (156 ) (20,128 ) — (20,284 ) Equity in earnings of subsidiaries 129,745 4,467 — (134,212 ) — Net income 134,102 109,676 24,914 (134,212 ) 134,480 Less: net income attributable to noncontrolling interest — — 378 — 378 Net income attributable to LKQ stockholders $ 134,102 $ 109,676 $ 24,536 $ (134,212 ) $ 134,102 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended September 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,433,742 $ 1,069,682 $ (37,624 ) $ 2,465,800 Cost of goods sold — 861,078 685,470 (37,624 ) 1,508,924 Gross margin — 572,664 384,212 — 956,876 Selling, general and administrative expenses 7,861 394,926 293,191 — 695,978 Restructuring and acquisition related expenses — 1,473 3,449 — 4,922 Depreciation and amortization 29 25,005 31,843 — 56,877 Operating (loss) income (7,890 ) 151,260 55,729 — 199,099 Other expense (income): Interest expense, net 16,232 57 8,933 — 25,222 Intercompany interest (income) expense, net (2,389 ) (2,814 ) 5,203 — — Gain on bargain purchase — — (913 ) — (913 ) Other expense (income), net 32 (4,011 ) 872 — (3,107 ) Total other expense (income), net 13,875 (6,768 ) 14,095 — 21,202 (Loss) income before (benefit) provision for income taxes (21,765 ) 158,028 41,634 — 177,897 (Benefit) provision for income taxes (8,436 ) 56,920 9,705 — 58,189 Equity in earnings of unconsolidated subsidiaries — — 2,673 — 2,673 Equity in earnings of subsidiaries 135,710 6,674 — (142,384 ) — Net income $ 122,381 $ 107,782 $ 34,602 $ (142,384 ) $ 122,381 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,768,292 $ 4,216,417 $ (110,816 ) $ 8,873,893 Cost of goods sold — 2,869,499 2,702,162 (110,816 ) 5,460,845 Gross margin — 1,898,793 1,514,255 — 3,413,048 Selling, general and administrative expenses 25,538 1,292,455 1,154,092 — 2,472,085 Restructuring and acquisition related expenses — 1,968 24,578 — 26,546 Depreciation and amortization 84 74,102 122,136 — 196,322 Operating (loss) income (25,622 ) 530,268 213,449 — 718,095 Other expense (income): Interest expense (income), net 52,004 (94 ) 55,737 — 107,647 Intercompany interest (income) expense, net (45,927 ) 29,559 16,368 — — Gains on bargain purchases — — (328 ) — (328 ) Other (income) expense, net (1,076 ) (13,793 ) 5,783 — (9,086 ) Total other expense, net 5,001 15,672 77,560 — 98,233 (Loss) income before (benefit) provision for income taxes (30,623 ) 514,596 135,889 — 619,862 (Benefit) provision for income taxes (19,656 ) 141,295 34,788 — 156,427 Equity in losses of unconsolidated subsidiaries — (156 ) (18,170 ) — (18,326 ) Equity in earnings of subsidiaries 455,036 14,028 — (469,064 ) — Net income 444,069 387,173 82,931 (469,064 ) 445,109 Less: net income attributable to noncontrolling interest — — 1,040 — 1,040 Net income attributable to LKQ stockholders $ 444,069 $ 387,173 $ 81,891 $ (469,064 ) $ 444,069 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,374,693 $ 3,001,386 $ (109,025 ) $ 7,267,054 Cost of goods sold — 2,613,540 1,910,561 (109,025 ) 4,415,076 Gross margin — 1,761,153 1,090,825 — 2,851,978 Selling, general and administrative expenses 26,209 1,165,897 810,959 — 2,003,065 Restructuring and acquisition related expenses — 4,010 6,361 — 10,371 Depreciation and amortization 89 73,072 86,017 — 159,178 Operating (loss) income (26,298 ) 518,174 187,488 — 679,364 Other expense (income): Interest expense, net 48,904 281 24,621 — 73,806 Intercompany interest (income) expense, net (10,221 ) (4,530 ) 14,751 — — Gains on bargain purchases — — (3,990 ) — (3,990 ) Other expense (income), net 286 (8,247 ) 1,077 — (6,884 ) Total other expense (income), net 38,969 (12,496 ) 36,459 — 62,932 (Loss) income from continuing operations before (benefit) provision for income taxes (65,267 ) 530,670 151,029 — 616,432 (Benefit) provision for income taxes (27,034 ) 200,321 32,919 — 206,206 Equity in earnings of unconsolidated subsidiaries — — 3,878 — 3,878 Equity in earnings of subsidiaries 452,337 17,282 — (469,619 ) — Income from continuing operations 414,104 347,631 121,988 (469,619 ) 414,104 Net (loss) income from discontinued operations (4,531 ) (4,531 ) 2,050 2,481 (4,531 ) Net income $ 409,573 $ 343,100 $ 124,038 $ (467,138 ) $ 409,573 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended September 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 134,102 $ 109,676 $ 24,914 $ (134,212 ) $ 134,480 Less: net income attributable to noncontrolling interest — — 378 — 378 Net income attributable to LKQ stockholders 134,102 109,676 24,536 (134,212 ) 134,102 Other comprehensive (loss) income: Foreign currency translation, net of tax (20,951 ) 1,686 (23,901 ) 22,215 (20,951 ) Net change in unrealized gains/losses on cash flow hedges, net of tax 304 — — — 304 Net change in unrealized gains/losses on pension plans, net of tax 1,274 1,246 28 (1,274 ) 1,274 Net change in other comprehensive income from unconsolidated subsidiaries 643 — 643 (643 ) 643 Other comprehensive (loss) income (18,730 ) 2,932 (23,230 ) 20,298 (18,730 ) Comprehensive income 115,372 112,608 1,684 (113,914 ) 115,750 Less: comprehensive income attributable to noncontrolling interest — — 378 — 378 Comprehensive income attributable to LKQ stockholders $ 115,372 $ 112,608 $ 1,306 $ (113,914 ) $ 115,372 For the Three Months Ended September 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 122,381 $ 107,782 $ 34,602 $ (142,384 ) $ 122,381 Other comprehensive income (loss): Foreign currency translation, net of tax 59,618 3,590 62,734 (66,324 ) 59,618 Net change in unrecognized gains/losses on cash flow hedges, net of tax (1,776 ) — — — (1,776 ) Net change in unrealized gains/losses on pension plans, net of tax (150 ) — (150 ) 150 (150 ) Net change in other comprehensive loss from unconsolidated subsidiaries (1,034 ) — (1,034 ) 1,034 (1,034 ) Total other comprehensive income 56,658 3,590 61,550 (65,140 ) 56,658 Total comprehensive income $ 179,039 $ 111,372 $ 96,152 $ (207,524 ) $ 179,039 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Nine Months Ended September 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 444,069 $ 387,173 $ 82,931 $ (469,064 ) $ 445,109 Less: net income attributable to noncontrolling interest — — 1,040 — 1,040 Net income attributable to LKQ stockholders 444,069 387,173 81,891 (469,064 ) 444,069 Other comprehensive (loss) income: Foreign currency translation, net of tax (77,630 ) (2,800 ) (81,456 ) 84,256 (77,630 ) Net change in unrealized gains/losses on cash flow hedges, net of tax 5,964 — — — 5,964 Net change in unrealized gains/losses on pension plans, net of tax (154 ) (239 ) 85 154 (154 ) Net change in other comprehensive income from unconsolidated subsidiaries 2,160 — 2,160 (2,160 ) 2,160 Other comprehensive loss (69,660 ) (3,039 ) (79,211 ) 82,250 (69,660 ) Comprehensive income 374,409 384,134 3,720 (386,814 ) 375,449 Less: comprehensive income attributable to noncontrolling interest — — 1,040 — 1,040 Comprehensive income attributable to LKQ stockholders $ 374,409 $ 384,134 $ 2,680 $ (386,814 ) $ 374,409 For the Nine Months Ended September 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 409,573 $ 343,100 $ 124,038 $ (467,138 ) $ 409,573 Other comprehensive income (loss): Foreign currency translation, net of tax 174,794 17,565 176,769 (194,334 ) 174,794 Net change in unrecognized gains/losses on cash flow hedges, net of tax 457 (133 ) — 133 457 Net change in unrealized gains/losses on pension plans, net of tax (4,053 ) (3,253 ) (800 ) 4,053 (4,053 ) Net change in other comprehensive loss from unconsolidated subsidiaries (1,635 ) — (1,635 ) 1,635 (1,635 ) Total other comprehensive income 169,563 14,179 174,334 (188,513 ) 169,563 Total comprehensive income $ 579,136 $ 357,279 $ 298,372 $ (655,651 ) $ 579,136 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) September 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 48,265 $ 31,082 $ 261,999 $ — $ 341,346 Receivables, net 341 366,781 888,754 — 1,255,876 Intercompany receivables, net 7,173 — 20,573 (27,746 ) — Inventories — 1,323,201 1,471,693 — 2,794,894 Prepaid expenses and other current assets 15,452 94,787 90,705 — 200,944 Total current assets 71,231 1,815,851 2,733,724 (27,746 ) 4,593,060 Property, plant and equipment, net 845 589,898 610,260 — 1,201,003 Intangible assets: Goodwill — 2,005,560 2,469,706 — 4,475,266 Other intangibles, net 286 280,229 672,857 — 953,372 Investment in subsidiaries 5,351,986 114,721 — (5,466,707 ) — Intercompany notes receivable 1,067,356 14,958 — (1,082,314 ) — Equity method investments — 16,075 141,334 — 157,409 Other assets 90,293 38,434 76,499 — 205,226 Total assets $ 6,581,997 $ 4,875,726 $ 6,704,380 $ (6,576,767 ) $ 11,585,336 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,615 $ 345,660 $ 593,472 $ — $ 941,747 Intercompany payables, net — 20,573 7,173 (27,746 ) — Accrued expenses: Accrued payroll-related liabilities 7,169 48,463 97,904 — 153,536 Other accrued expenses 12,656 106,543 239,013 — 358,212 Refund liability — 54,554 52,178 — 106,732 Other current liabilities 283 18,210 38,595 — 57,088 Current portion of long-term obligations — 2,317 116,048 — 118,365 Total current liabilities 22,723 596,320 1,144,383 (27,746 ) 1,735,680 Long-term obligations, excluding current portion 1,569,387 14,027 2,666,723 — 4,250,137 Intercompany notes payable — 617,389 464,925 (1,082,314 ) — Deferred income taxes 9,715 115,924 199,898 — 325,537 Other noncurrent liabilities 139,712 98,133 138,721 — 376,566 Stockholders' equity: Total Company stockholders’ equity 4,840,460 3,433,933 2,032,774 (5,466,707 ) 4,840,460 Noncontrolling interest — — 56,956 — 56,956 Total stockholders’ equity 4,840,460 3,433,933 2,089,730 (5,466,707 ) 4,897,416 Total liabilities and stockholders' equity $ 6,581,997 $ 4,875,726 $ 6,704,380 $ (6,576,767 ) $ 11,585,336 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 Nine Months Ended September 30, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 334,226 $ 142,626 $ 97,506 $ (53,191 ) $ 521,167 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (315 ) (93,063 ) (78,385 ) — (171,763 ) Investment and intercompany note activity with subsidiaries 73,096 — — (73,096 ) — Return of investment in subsidiaries 152,443 — — (152,443 ) — Acquisitions, net of cash acquired — (2,888 ) (1,203,179 ) — (1,206,067 ) Investments in unconsolidated subsidiaries — (11,066 ) — — (11,066 ) Receipts of deferred purchase price on receivables under factoring arrangements — 224,753 9,410 (224,753 ) 9,410 Other investing activities, net 887 2,162 4,921 — 7,970 Net cash provided by (used in) investing activities 226,111 119,898 (1,267,233 ) (450,292 ) (1,371,516 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,772 — — — 3,772 Taxes paid related to net share settlements of stock-based compensation awards (4,768 ) — — — (4,768 ) Debt issuance costs (1,354 ) — (15,584 ) — (16,938 ) Proceeds from issuance of Euro Notes (2026/28) — — 1,232,100 — 1,232,100 Borrowings under revolving credit facilities 304,000 — 721,496 — 1,025,496 Repayments under revolving credit facilities (732,897 ) — (377,138 ) — (1,110,035 ) Repayments under term loans (114,800 ) — — — (114,800 ) (Repayments) borrowings of other debt, net (385 ) 101 (38,411 ) — (38,695 ) Other financing activities, net — — 3,182 — 3,182 Investment and intercompany note activity with parent — (62,763 ) (10,333 ) 73,096 — Dividends — (203,448 ) (226,939 ) 430,387 — Net cash (used in) provided by financing activities (546,432 ) (266,110 ) 1,288,373 503,483 979,314 Effect of exchange rate changes on cash and cash equivalents — (463 ) (66,922 ) — (67,385 ) Net increase (decrease) in cash and cash equivalents 13,905 (4,049 ) 51,724 — 61,580 Cash and cash equivalents, beginning of period 34,360 35,131 210,275 — 279,766 Cash and cash equivalents, end of period $ 48,265 $ 31,082 $ 261,999 $ — $ 341,346 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Nine Months Ended September 30, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 227,314 $ 162,114 $ 108,095 $ (48,280 ) $ 449,243 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (509 ) (70,292 ) (64,736 ) — (135,537 ) Investment and intercompany note activity with subsidiaries 296,561 — — (296,561 ) — Acquisitions, net of cash acquired — (79,496 ) (173,171 ) — (252,667 ) Proceeds from disposals of business/investment — 305,740 (4,443 ) — 301,297 Investments in unconsolidated subsidiaries — (2,200 ) (4,914 ) — (7,114 ) Receipts of deferred purchase price on receivables under factoring arrangements (1) — 226,395 — (226,395 ) — Other investing activities, net — 3,100 6,764 — 9,864 Net cash provided by (used in) investing activities 296,052 383,247 (240,500 ) (522,956 ) (84,157 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 6,465 — — — 6,465 Taxes paid related to net share settlements of stock-based compensation awards (5,095 ) — — — (5,095 ) Borrowings under revolving credit facilities 187,000 — 237,976 — 424,976 Repayments under revolving credit facilities (694,896 ) — (75,988 ) — (770,884 ) Repayments under term loans (27,884 ) — — — (27,884 ) Borrowings under receivables securitization facility — — 8,525 — 8,525 Repayments under receivables securitization facility — — (9,925 ) — (9,925 ) (Repayments) borrowings of other debt, net (1,700 ) (1,238 ) 27,460 — 24,522 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 — (286,530 ) (10,031 ) 296,561 — Dividends — (274,675 ) — 274,675 — Net cash (used in) provided by financing activities (536,110 ) (558,779 ) 176,590 571,236 (347,063 ) Effect of exchange rate changes on cash and cash equivalents — 322 22,216 — 22,538 Net (decrease) increase in cash and cash equivalents (12,744 ) (13,096 ) 66,401 — 40,561 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 $ 20,286 $ 22,413 $ 232,378 $ — $ 275,077 (1) Reflects the impact of adopting ASU 2016-15 |