EX-99.2 4 a07-22909_1ex99d2.htm EX-99.2

Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma condensed combined balance sheet combines the unaudited condensed balance sheets of LKQ Corporation (“LKQ”) as of June 30, 2007 and of Keystone Automotive Industries, Inc. (“Keystone”) as of June 29, 2007, and gives effect to the acquisition of Keystone by LKQ (the “Merger”) as if it had been completed on June 30, 2007. The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2007 combine the historical results of LKQ for the six-month period ended June 30, 2007 and Keystone for the six-month period ended June 29, 2007 (fiscal fourth quarter ended March 30, 2007 combined with fiscal first quarter ended June 29, 2007). The unaudited pro forma condensed combined statements of income for the year ended December 31, 2006 combine the historical results of LKQ and Keystone for the fiscal years ended December 31, 2006 and March 30, 2007, respectively. The unaudited pro forma condensed combined statements of income for all periods presented give effect to the Merger as if it had occurred on January 1, 2006.

The unaudited pro forma condensed combined financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations would actually have been if the Merger occurred as of the dates indicated or what such financial position or results would be for any future periods. The unaudited pro forma condensed combined financial statements are based upon the respective historical consolidated financial statements of LKQ and Keystone, and should be read in conjunction with:

·                  the accompanying notes to unaudited pro forma condensed combined financial statements;

·                  the separate historical financial statements of LKQ as of and for the six months ended June 30, 2007 included in LKQ’s quarterly report on Form 10-Q for the six months ended June 30, 2007;

·                  the separate historical financial statements of LKQ as of and for the year ended December 31, 2006 included in LKQ’s annual report on Form 10-K for the year ended December 31, 2006;

·                  the separate historical financial statements of Keystone as of and for the thirteen weeks ended June 29, 2007 included elsewhere in this report on Form 8-K;

·                  the separate historical financial statements of Keystone as of and for the year ended March 30, 2007 included elsewhere in this report on Form 8-K.

The unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting. Based upon the terms of the Merger, LKQ is treated as the acquirer of Keystone. Accordingly, we have adjusted the historical consolidated financial information to give effect to the impact of the consideration issued in connection with the Merger. In the unaudited pro forma condensed combined balance sheet, LKQ’s cost to acquire Keystone has been allocated to the assets acquired and liabilities assumed based upon management’s preliminary estimate of their respective values as of the date of the Merger. Any differences between fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill. The amounts allocated to acquired assets and liabilities in the

1




unaudited pro forma condensed combined financial statements are based upon LKQ management’s preliminary internal valuation estimates. Definitive allocations will be performed and finalized based upon certain valuations and other studies that will be performed by LKQ with the services of outside valuation specialists after the closing of the Merger. Accordingly, the purchase price allocation adjustments and related amortization reflected in the following unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value after closing of the Merger. For example, if the value of the definite-lived intangible assets increased by 10%, annual pro forma operating income would decrease by $0.4 million.

The unaudited pro forma condensed combined statements of income also include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired intangible assets.

The unaudited pro forma condensed combined statements of income do not include the impacts of any revenue, cost or other operating synergies that may result from the Merger or any related restructuring costs. Key areas for benefits include purchasing efficiencies, warehousing and distribution savings, overhead reductions including those related to duplicative public company expenses, and working capital efficiencies. There will also be potential cross-selling opportunities and enhanced fulfillment rates.

The unaudited pro forma condensed combined financial statements do not reflect the impact of financing, liquidity or other balance sheet repositioning that may be undertaken subsequent to the Merger. Simultaneous with the filing of this report on Form 8-K, LKQ is filing a prospectus supplement to a shelf registration statement LKQ has on file with the Securities and Exchange Commission, pursuant to which LKQ plans to issue and sell 8,500,000 shares of its common stock prior to the expected closing of the Keystone acquisition. LKQ expects estimated net proceeds from that offering of $252.1 million based on the closing price of LKQ’s common stock on the NASDAQ Global Select Market on August 31, 2007 of $30.98 per share. The proceeds LKQ will receive from that offering, if and when completed, are expected to be used toward the acquisition of Keystone. The closing of that offering is not conditioned on the closing of the debt financing or the acquisition of Keystone, and we expect to close that offering prior to completing either the debt financing or the acquisition of Keystone. These unaudited pro forma condensed combined financial statements include a column for equity financing adjustments and an as adjusted column that reflect the expected impact of the sale of common stock from that stock offering.

The unaudited pro forma condensed combined financial statements do not reflect certain amounts resulting from the Merger because we consider them to be of a non-recurring nature. Such amounts will be comprised of charges for the sale of inventories revalued at the date of acquisition as well as restructuring and other exit and non-recurring costs related to the integration of the LKQ and Keystone businesses. To the extent the exit costs relate to the Keystone business and meet certain criteria, they will be recognized in the opening balance sheet in accordance with EITF Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” To the extent that such costs relate to the LKQ business, they will not meet the criteria in EITF Issue No. 95-3 and will be recorded as expenses pursuant to Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” LKQ and Keystone have just recently begun collecting information in order to formulate detailed integration plans to deliver planned synergies. However, at this time, the status of integration plans and the related merger-related costs that are reflected in the following unaudited pro forma condensed combined balance sheet are preliminary, have been made solely for the purpose of preparing these statements, and are subject to revision after the closing of the Merger.

Based upon LKQ’s review of Keystone’s summary of significant policies disclosed in Keystone’s financial statements, the nature and amount of any adjustments to the historical financial statements of Keystone to conform their accounting policies to those of LKQ are not expected to be significant. Upon consummation of the Merger, further review of Keystone’s accounting policies and financial statements may result in required revisions to Keystone’s policies and classifications to conform to LKQ’s.  Keystone will be

2




required to adopt LKQ’s reporting calendar. As a result, Keystone will change its fiscal year from a 52/53 week fiscal year to a calendar year basis upon the closing of the Merger.

3




Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2007

(In thousands, except share and per share data)

 

 

Historical

 

 

 

LKQ

 

Equity

 

 

 

 

 

June 30, 2007

 

June 29, 2007

 

Pro Forma

 

Combined

 

Financing

 

 

 

 

 

LKQ

 

Keystone

 

Adjustments

 

Pro Forma

 

Adjustments

 

As Adjusted

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

$

8,854

 

$

20,350

 

$

(11,936

)(b)

$

17,268

 

$

60,623

(k)

$

77,891

 

Receivables, net

 

54,143

 

60,090

 

 

114,233

 

 

114,233

 

Inventory

 

156,557

 

144,388

 

2,700

(d)

303,645

 

 

303,645

 

Deferred income taxes

 

3,172

 

 

11,564

(a)

21,536

 

 

21,536

 

 

 

 

 

 

 

6,800

(f)

 

 

 

 

 

Prepaid expenses

 

3,670

 

16,915

 

(11,564

)(a)

11,361

 

 

11,361

 

 

 

 

 

 

 

2,340

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

226,396

 

241,743

 

(96

)

468,043

 

60,623

 

528,666

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and Equipment, net

 

140,557

 

39,076

 

 

179,633

 

 

179,633

 

Intangibles

 

263,573

 

44,123

 

(43,087

)(c)

889,933

 

 

889,933

 

 

 

 

 

 

 

625,324

(e)

 

 

 

 

 

 

Other Assets

 

15,543

 

9,927

 

(4,291

)(a)

24,945

 

(3,750

)(k)

21,195

 

 

 

 

 

 

 

14,110

(b)

 

 

 

 

 

 

 

 

 

 

 

 

(9,894

)(m)

 

 

 

 

 

 

 

 

 

 

 

 

(450

)(j)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

646,069

 

$

334,869

 

$

581,616

 

$

1,562,554

 

$

56,873

 

$

1,619,427

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

17,714

 

$

29,152

 

$

 

$

46,866

 

$

 

$

46,866

 

Accrued expenses

 

30,805

 

30,450

 

(4,470

)(a)

71,191

 

 

71,191

 

 

 

 

 

 

 

14,406

(d)

 

 

 

 

 

 

Income taxes payable

 

3,416

 

 

4,470

(a)

7,886

 

(4,838

)(k)

3,048

 

Deferred revenue

 

4,391

 

 

 

4,391

 

 

4,391

 

Current portion of long-term obligations

 

9,802

 

 

 

9,802

 

 

9,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

66,128

 

59,602

 

14,406

 

140,136

 

(4,838

)

135,298

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Obligations, Excluding Current Portion

 

128,905

 

 

947,000

(b)

949,712

 

(197,000

)(k)

752,712

 

 

 

 

 

 

 

(126,193

)(j)

 

 

 

 

 

 

Deferred Income Tax Liability

 

4,959

 

 

(4,291

)(a)

23,212

 

 

 

23,212

 

 

 

 

 

 

 

23,850

(f)

 

 

 

 

 

 

 

 

 

 

 

 

(1,306

)(m)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Noncurrent Liabilities

 

8,787

 

6,148

 

 

14,935

 

 

 

14,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

536

 

102,730

 

(102,730

)(g)

536

 

90

(k)

626

 

Additional paid-in capital

 

328,597

 

15,832

 

(15,832

)(g)

328,597

 

258,621

(k)

587,218

 

Retained earnings

 

105,948

 

150,340

 

(150,340

)(g)

105,498

 

 

 

105,498

 

 

 

 

 

 

 

(450

)(j)

 

 

 

 

 

 

Accumulated other comprehensive income (loss)

 

2,209

 

217

 

(2,281

)(m)

(72

)

 

 

(72

)

 

 

 

 

 

 

(217

)(g)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders’ Equity

 

437,290

 

269,119

 

(271,850

)

434,559

 

258,711

 

693,270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

$

646,069

 

$

334,869

 

$

581,616

 

$

1,562,554

 

$

56,873

 

$

1,619,427

 

 

See notes to unaudited pro forma condensed combined financial statements.

4




Unaudited Pro Forma Condensed Combined Statement of Income

For the Six Months Ended June 30, 2007

(In thousands, except per share data)

 

 

Historical

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

LKQ

 

Equity

 

 

 

 

 

June 30, 2007

 

June 29, 2007

 

Pro Forma

 

Acquistion

 

Financing

 

 

 

 

 

LKQ

 

Keystone

 

Adjustments

 

Pro Forma

 

Adjustments

 

As Adjusted

 

Revenue

 

$

468,596

 

$

380,864

 

$

(1,805

)(h)

$

847,655

 

$

 

$

847,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

256,417

 

208,947

 

(1,805

)(h)

463,559

 

 

463,559

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

212,179

 

171,917

 

 

384,096

 

 

384,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Facility and warehouse expenses

 

50,244

 

 

26,829

(a)

77,073

 

 

77,073

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution expenses

 

44,388

 

 

42,287

(a)

86,675

 

 

86,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

56,862

 

 

69,308

(a)

126,170

 

 

126,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

 

102,775

 

(102,775

)(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

40,469

 

(40,469

)(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

6,781

 

 

4,820

(a)

13,463

 

 

13,463

 

 

 

 

 

 

 

1,862

(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

53,904

 

28,673

 

(1,862

)

80,715

 

 

80,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

3,826

 

19

 

38,165

(b)

42,010

 

(11,816

)(l)

30,194

 

Other (income) expense, net

 

(675

)

(2,478

)

 

(3,153

)

 

(3,153

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other expense

 

3,151

 

(2,459

)

38,165

 

38,857

 

(11,816

)

27,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

50,753

 

31,132

 

(40,027

)

41,858

 

11,816

 

53,674

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

20,943

 

12,338

 

(15,850

)(i)

17,431

 

4,680

(l)

22,111

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

29,810

 

$

18,794

 

$

(24,177

)

$

24,427

 

$

7,136

 

$

31,563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.56

 

 

 

 

 

$

0.46

 

 

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.53

 

 

 

 

 

$

0.44

 

 

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

53,420

 

 

 

 

 

53,420

 

 

 

62,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

56,123

 

 

 

 

 

56,123

 

 

 

64,885

 

 

See notes to unaudited pro forma condensed combined financial statements.

5




Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended December 31, 2006

(In thousands, except per share data)

 

 

Historical

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

Fiscal Year Ended

 

 

 

LKQ

 

Equity

 

 

 

 

 

December 31, 2006

 

March 30, 2007

 

Pro Forma

 

Combined

 

Financing

 

 

 

 

 

LKQ

 

Keystone

 

Adjustments

 

Pro Forma

 

Adjustments

 

As Adjusted

 

Revenue

 

$

789,381

 

$

713,955

 

$

(1,782

)(h)

$

1,501,554

 

$

 

$

1,501,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

431,832

 

395,338

 

(1,782

)(h)

825,388

 

 

825,388

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

357,549

 

318,617

 

 

676,166

 

 

676,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Facility and warehouse expenses

 

86,298

 

 

 

49,756

(a)

136,054

 

 

136,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution expenses

 

80,088

 

 

 

81,585

(a)

161,673

 

 

161,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

102,174

 

 

 

130,864

(a)

233,038

 

 

233,038

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

 

 

199,749

 

(199,749

)(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

 

71,238

 

(71,238

)(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

11,823

 

 

8,782

(a)

24,329

 

 

24,329

 

 

 

 

 

 

 

3,724

(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

77,166

 

47,630

 

(3,724

)

121,072

 

 

121,072

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

5,824

 

299

 

73,524

(b)

79,647

 

(21,454

)(l)

58,193

 

Other (income) expense, net

 

(1,479

)

(2,936

)

 

(4,415

)

 

(4,415

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other expense

 

4,345

 

(2,637

)

73,524

 

75,232

 

(21,454

)

53,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

72,821

 

50,267

 

(77,248

)

45,840

 

21,454

 

67,294

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

28,426

 

19,943

 

(30,590

)(i)

17,779

 

8,500

(l)

26,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

44,395

 

$

30,324

 

$

(46,658

)

$

28,061

 

$

12,954

 

$

41,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.84

 

 

 

 

 

$

0.53

 

 

 

$

0.66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.80

 

 

 

 

 

$

0.50

 

 

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

52,827

 

 

 

 

 

52,827

 

 

 

61,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

55,817

 

 

 

 

 

55,817

 

 

 

64,583

 

 

See notes to unaudited pro forma condensed combined financial statements.

6




Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(Dollars in thousands)

1.              Basis of Presentation

The unaudited pro forma condensed combined balance sheet was prepared using the historical balance sheets of LKQ as of June 30, 2007 and Keystone as of June 29, 2007. The unaudited pro forma condensed combined statements of income were prepared using the historical statements of income of LKQ for the six months ended June 30, 2007 and the year ended December 31, 2006 and of Keystone for the six months ended June 29, 2007 (fiscal fourth quarter ended March 30, 2007 combined with fiscal first quarter ended June 29, 2007) and the year ended March 30, 2007.

The unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting. Based upon the terms of the Merger, LKQ is treated as the acquirer of Keystone. Accordingly, we have adjusted the historical consolidated financial information to give effect to the impact of the consideration issued in connection with the Merger. In the unaudited pro forma condensed combined balance sheet, LKQ’s cost to acquire Keystone has been allocated to the assets acquired and liabilities assumed based upon LKQ management’s preliminary estimate of their respective values as of the date of the Merger. Any differences between fair value of the consideration issued and the fair value of the assets and liabilities acquired will be recorded as goodwill. The amounts allocated to acquired assets and liabilities in the unaudited pro forma condensed combined financial statements are based upon LKQ management’s preliminary internal valuation estimates. For these purposes, LKQ management has assumed the fair value of property and equipment is equal to book value. Definitive allocations will be performed and finalized based upon certain valuations and other studies that will be performed by LKQ with the services of outside valuation specialists after the closing of the merger. Accordingly, the purchase price allocation adjustments and related amortization reflected in the following unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision based on a final determination of fair value after the closing of the Merger. For example, if the value of the definite-lived intangible assets increased by 10%, annual pro forma operating income would decrease by approximately $372.

2.              Purchase Price

The estimated purchase price and the allocation of the estimated purchase price discussed below are preliminary as the proposed acquisition has not yet been completed. The following is a preliminary estimate of the purchase price for Keystone:

Estimated purchase price for Keystone

 

$

805,600

 

 

 

 

 

Estimated transaction costs

 

5,230

 

 

 

 

 

Total estimated preliminary purchase price

 

$

810,830

 

 

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The allocation of the estimated preliminary purchase price and the estimated useful lives associated with certain assets are as follows:

 

Amount

 

Estimated
useful lives

 

 

 

 

 

 

 

Net tangible assets at book value

 

$

269,119

 

 

 

Less: write off of existing goodwill

 

(43,087

)

 

 

 transaction costs to be paid by Keystone

 

(10,600

)

 

 

 

 

 

 

 

 

Adjusted book value of assets acquired

 

215,432

 

 

 

Remaining allocation:

 

 

 

 

 

Increase inventory to fair value

 

2,700

 

 

 

Record identifiable intangible assets at fair value

 

74,470

 

20 years

 

Record EITF 95-3 restructuring liabilities

 

(14,406

)

 

 

Deferred tax liability

 

(18,220

)

 

 

Goodwill

 

550,854

 

 

 

 

 

 

 

 

 

Total estimated preliminary purchase price

 

$

810,830

 

 

 

 

3.                Pro Forma Adjustments

The pro forma adjustments give effect to the acquisition of Keystone under the purchase method of accounting, the entry into and borrowings under the new senior secured financing arrangement, the repayment of LKQ’s existing indebtedness, the proposed offering of 8,500,000 shares of LKQ Corporation common stock and exercise of 500,000 stock options for shares to be sold in the offering by certain of the selling stockholders, and the payment of fees and expenses relating to these transactions. The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:

a.               To reclassify certain balance sheet accounts of Keystone and all of the operating expenses of Keystone in the pro forma condensed combined balance sheet and statements of income to conform to LKQ’s classifications.

b.              To record acquisition debt of $947,000, cash paid for the merger and other transaction costs of $11,936, payment of debt issuance costs of $16,450 and the related decrease in interest income earned and/or increase in interest expense incurred.

c.               To eliminate Keystone’s existing goodwill of $43,087.

d.              To record Keystone’s assets and liabilities at fair value, including $14,406 in accrued EITF 95-3 restructuring liabilities. The cost of goods sold impact of the $2,700 write-up of inventory to fair value has been excluded from the pro forma condensed combined statement of income as it is a non-recurring item.

e.               To record goodwill of $550,854 and acquired intangible assets of $74,470 and amortization of definite-lived intangible assets.

f.                 To record deferred taxes related to identifiable intangible assets and fair value adjustments, where required, at 39.6%, the estimated weighted average statutory tax rate.

g.              To remove the historical equity accounts of Keystone.

h.              To eliminate revenue and cost of goods sold for sales between LKQ and Keystone.

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i.                  To record a tax benefit on pro forma adjustments to income related to the merger, at 39.6%, the estimated weighted average statutory tax rate.

j.                  To record repayment of indebtedness under existing credit facility of $126,193 and related writeoff of unamortized debt issuance costs of $450.

k.               To reflect the proposed offering of 8,500,000 shares of LKQ Corporation common stock and exercise of 500,000 stock options for shares to be sold in the offering by certain of the selling stockholders, including $4,838 of income tax benefit from such option exercise resulting in estimated net proceeds of $258,711, and the resulting reduction in debt required to complete the Keystone acquisition and related reduction in debt issuance costs of $3,750.

l.                  To reflect the reduction in interest expense and increase in income tax provision resulting from the reduction in debt due to the proceeds from the proposed offering of 8,500,000 shares of LKQ Corporation common stock and the exercise of 500,000 stock options for shares to be sold in the offering by certain of the selling stockholders.

m.            To reflect the cancellation of Keystone shares previously owned by LKQ and reversal of related deferred tax liability.

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