LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the 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 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 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 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 the Company's 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 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 the Company's 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 Balance Sheets (In thousands)

	June 30, 2016
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	52,144	$	31,140	$	189,919	$	—		$	273,203
Receivables, net	—		372,413		622,740		—			995,153
Intercompany receivables, net	14,864		11,224		—		(26,088		)	—
Inventories, net	—		1,203,556		686,980		—			1,890,536
Prepaid expenses and other current assets	2,083		53,520		83,933		—			139,536
Total Current Assets	69,091		1,671,853		1,583,572		(26,088		)	3,298,428
Property, Plant and Equipment, net	271		743,265		311,510		—			1,055,046
Intangible Assets:
Goodwill	—		1,825,033		1,234,455		—			3,059,488
Other intangibles, net	—		161,257		469,103		—			630,360
Investment in Subsidiaries	5,038,195		278,799		—		(5,316,994		)	—
Intercompany Notes Receivable	1,130,732		780,340		—		(1,911,072		)	—
Other Assets	41,418		80,687		28,361		(7,844		)	142,622
Total Assets	$	6,279,707	$	5,541,234	$	3,627,001	$	(7,261,998	)	$	8,185,944
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	1,669	$	355,545	$	377,924	$	—		$	735,138
Intercompany payables, net	—		—		26,088		(26,088		)	—
Accrued expenses:
Accrued payroll-related liabilities	4,726		48,724		49,512		—			102,962
Other accrued expenses	5,085		90,554		133,017		—			228,656
Other current liabilities	283		16,820		23,691		—			40,794
Current portion of long-term obligations	19,262		2,826		38,744		—			60,832
Total Current Liabilities	31,025		514,469		648,976		(26,088		)	1,168,382
Long-Term Obligations, Excluding Current Portion	2,146,730		8,449		1,119,450		—			3,274,629
Intercompany Notes Payable	750,000		1,114,430		46,642		(1,911,072		)	—
Deferred Income Taxes	—		111,766		121,416		(7,844		)	225,338
Other Noncurrent Liabilities	44,313		124,822		40,821		—			209,956
Stockholders’ Equity	3,307,639		3,667,298		1,649,696		(5,316,994		)	3,307,639
Total Liabilities and Stockholders' Equity	$	6,279,707	$	5,541,234	$	3,627,001	$	(7,261,998	)	$	8,185,944

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands)

	December 31, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	17,616	$	13,432	$	56,349	$	—		$	87,397
Receivables, net	—		214,502		375,658		—			590,160
Intercompany receivables, net	3		—		13,544		(13,547		)	—
Inventories, net	—		1,060,834		495,718		—			1,556,552
Prepaid expenses and other current assets	15,254		44,810		46,539		—			106,603
Total Current Assets	32,873		1,333,578		987,808		(13,547		)	2,340,712
Property, Plant and Equipment, net	339		494,658		201,570		—			696,567
Intangible Assets:
Goodwill	—		1,640,745		678,501		—			2,319,246
Other intangibles, net	—		141,537		73,580		—			215,117
Investment in Subsidiaries	3,456,837		285,284		—		(3,742,121		)	—
Intercompany Notes Receivable	630,717		61,764		—		(692,481		)	—
Other Assets	35,649		28,184		18,218		(5,856		)	76,195
Total Assets	$	4,156,415	$	3,985,750	$	1,959,677	$	(4,454,005	)	$	5,647,837
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	681	$	229,519	$	185,388	$	—		$	415,588
Intercompany payables, net	—		13,544		3		(13,547		)	—
Accrued expenses:
Accrued payroll-related liabilities	4,395		48,698		33,434		—			86,527
Other accrued expenses	5,399		80,886		75,940		—			162,225
Other current liabilities	284		15,953		15,359		—			31,596
Current portion of long-term obligations	21,041		1,425		33,568		—			56,034
Total Current Liabilities	31,800		390,025		343,692		(13,547		)	751,970
Long-Term Obligations, Excluding Current Portion	976,353		7,487		544,828		—			1,528,668
Intercompany Notes Payable	—		615,488		76,993		(692,481		)	—
Deferred Income Taxes	—		113,905		19,190		(5,856		)	127,239
Other Noncurrent Liabilities	33,580		70,109		21,589		—			125,278
Stockholders’ Equity	3,114,682		2,788,736		953,385		(3,742,121		)	3,114,682
Total Liabilities and Stockholders’ Equity	$	4,156,415	$	3,985,750	$	1,959,677	$	(4,454,005	)	$	5,647,837

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	$	—		$	1,530,947		$	953,917		$	(34,171	)	$	2,450,693
Cost of goods sold	—			951,356			611,561			(34,171		)	1,528,746
Gross margin	—			579,591			342,356			—			921,947
Facility and warehouse expenses	—			118,649			60,021			—			178,670
Distribution expenses	—			118,321			66,010			—			184,331
Selling, general and administrative expenses	8,887			132,488			112,778			—			254,153
Restructuring and acquisition related expenses	—			7,082			1,998			—			9,080
Depreciation and amortization	33			23,461			29,035			—			52,529
Operating (loss) income	(8,920		)	179,590			72,514			—			243,184
Other expense (income):
Interest expense (income), net	17,804			(309		)	8,886			—			26,381
Intercompany interest (income) expense, net	(2,355		)	2,376			(21		)	—			—
Other expense (income), net	33			(284		)	1,590			—			1,339
Total other expense, net	15,482			1,783			10,455			—			27,720
(Loss) income before (benefit) provision for income taxes	(24,402		)	177,807			62,059			—			215,464
(Benefit) provision for income taxes	(9,384		)	72,019			12,239			—			74,874
Equity in earnings of unconsolidated subsidiaries	—			347			(200		)	—			147
Equity in earnings of subsidiaries	155,755			431			—			(156,186		)	—
Net income	$	140,737		$	106,566		$	49,620		$	(156,186	)	$	140,737

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Three Months Ended June 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	1,269,541		$	599,744		$	(31,215	)	$	1,838,070
Cost of goods sold	—			770,026			375,315			(31,215		)	1,114,126
Gross margin	—			499,515			224,429			—			723,944
Facility and warehouse expenses	—			100,289			36,090			—			136,379
Distribution expenses	—			102,753			47,286			—			150,039
Selling, general and administrative expenses	8,761			119,958			77,077			—			205,796
Restructuring and acquisition related expenses	—			1,185			478			—			1,663
Depreciation and amortization	39			19,873			9,870			—			29,782
Operating (loss) income	(8,800		)	155,457			53,628			—			200,285
Other expense (income):
Interest expense (income), net	12,241			(172		)	2,553			—			14,622
Intercompany interest (income) expense, net	(10,378		)	7,056			3,322			—			—
Other expense (income), net	2			(1,106		)	1,201			—			97
Total other expense, net	1,865			5,778			7,076			—			14,719
(Loss) income before (benefit) provision for income taxes	(10,665		)	149,679			46,552			—			185,566
(Benefit) provision for income taxes	(4,294		)	59,495			9,481			—			64,682
Equity in earnings of unconsolidated subsidiaries	—			19			(1,181		)	—			(1,162		)
Equity in earnings of subsidiaries	126,093			7,335			—			(133,428		)	—
Net income	$	119,722		$	97,538		$	35,890		$	(133,428	)	$	119,722

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	$	—		$	2,849,114		$	1,589,554	$	(66,499	)	$	4,372,169
Cost of goods sold	—			1,746,596			1,009,688		(66,499		)	2,689,785
Gross margin	—			1,102,518			579,866		—			1,682,384
Facility and warehouse expenses	—			233,859			102,416		—			336,275
Distribution expenses	—			222,475			114,199		—			336,674
Selling, general and administrative expenses	19,266			259,156			194,049		—			472,471
Restructuring and acquisition related expenses	—			11,118			12,773		—			23,891
Depreciation and amortization	69			44,005			40,143		—			84,217
Operating (loss) income	(19,335		)	331,905			116,286		—			428,856
Other expense (income):
Interest expense (income), net	29,921			(166		)	11,218		—			40,973
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		)	(3,084		)	1,612		—			(1,550		)
Total other expense, net	1,363			5,716			40,652		—			47,731
(Loss) income before (benefit) provision for income taxes	(20,698		)	326,189			75,634		—			381,125
(Benefit) provision for income taxes	(7,961		)	125,464			14,938		—			132,441
Equity in earnings of unconsolidated subsidiaries	(795		)	352			228		—			(215		)
Equity in earnings of subsidiaries	262,001			12,373			—		(274,374		)	—
Net income	$	248,469		$	213,450		$	60,924	$	(274,374	)	$	248,469

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Six Months Ended June 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	2,495,449		$	1,182,687		$	(66,154	)	$	3,611,982
Cost of goods sold	—			1,510,829			743,884			(66,154		)	2,188,559
Gross margin	—			984,620			438,803			—			1,423,423
Facility and warehouse expenses	—			198,050			70,986			—			269,036
Distribution expenses	—			198,745			93,008			—			291,753
Selling, general and administrative expenses	16,392			241,620			151,025			—			409,037
Restructuring and acquisition related expenses	—			7,245			906			—			8,151
Depreciation and amortization	79			39,764			19,392			—			59,235
Operating (loss) income	(16,471		)	299,196			103,486			—			386,211
Other expense (income):
Interest expense (income), net	24,555			(129		)	5,102			—			29,528
Intercompany interest (income) expense, net	(21,201		)	14,315			6,886			—			—
Other expense (income), net	27			(2,841		)	4,830			—			2,016
Total other expense, net	3,381			11,345			16,818			—			31,544
(Loss) income before (benefit) provision for income taxes	(19,852		)	287,851			86,668			—			354,667
(Benefit) provision for income taxes	(8,049		)	115,272			17,557			—			124,780
Equity in earnings of unconsolidated subsidiaries	—			30			(3,100		)	—			(3,070		)
Equity in earnings of subsidiaries	238,620			14,595			—			(253,215		)	—
Net income	$	226,817		$	187,204		$	66,011		$	(253,215	)	$	226,817

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	$	140,737		$	106,566		$	49,620		$	(156,186	)	$	140,737
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)	$	63,986		$	91,450		$	(23,991	)	$	(67,459	)	$	63,986

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Three Months Ended June 30, 2015
	Parent			Guarantors		Non-Guarantors			Eliminations			Consolidated
Net income	$	119,722		$	97,538	$	35,890		$	(133,428	)	$	119,722
Other comprehensive income (loss):
Foreign currency translation	44,510			13,134		44,216			(57,350		)	44,510
Net change in unrecognized gains/losses on derivative instruments, net of tax	918			—		191			(191		)	918
Change in unrealized gain on pension plans, net of tax	(21		)	—		(21		)	21			(21		)
Total other comprehensive income	45,407			13,134		44,386			(57,520		)	45,407
Total comprehensive income	$	165,129		$	110,672	$	80,276		$	(190,948	)	$	165,129

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	$	248,469		$	213,450		$	60,924		$	(274,374	)	$	248,469
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)	$	172,437		$	195,479		$	(15,483	)	$	(179,996	)	$	172,437

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Six Months Ended June 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	226,817		$	187,204		$	66,011		$	(253,215	)	$	226,817
Other comprehensive (loss) income:
Foreign currency translation	(10,300		)	(1,238		)	(8,583		)	9,821			(10,300		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	1,201			—			129			(129		)	1,201
Change in unrealized gains/losses on pension plans, net of tax	107			—			107			(107		)	107
Total other comprehensive loss	(8,992		)	(1,238		)	(8,347		)	9,585			(8,992		)
Total comprehensive income	$	217,825		$	185,966		$	57,664		$	(243,630	)	$	217,825

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	$	136,098		$	300,978		$	66,346		$	(148,192	)	$	355,230
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant 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 foreign exchange contracts	18,342			—			—			—			18,342
Other investing activities, net	—			400			10,913			—			11,313
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
Excess tax benefit from stock-based payments	6,685			—			—			—			6,685
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		)
Repayment of Rhiag debt and related payments	—			—			(543,347		)	—			(543,347		)
Payments of other obligations	—			(1,371		)	—			—			(1,371		)
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	1,173,388			470,399			713,732			(1,179,554		)	1,177,965
Effect of exchange rate changes on cash and equivalents	—			(27		)	(5,857		)	—			(5,884		)
Net increase in cash and equivalents	34,528			17,708			133,570			—			185,806
Cash and equivalents, beginning of period	17,616			13,432			56,349			—			87,397
Cash and equivalents, end of period	$	52,144		$	31,140		$	189,919		$	—		$	273,203

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands)

	For the Six Months Ended June 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	121,024		$	188,713		$	89,630		$	(116,668	)	$	282,699
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(3		)	(34,791		)	(31,969		)	—			(66,763		)
Investment and intercompany note activity with subsidiaries	30,818			—			—			(30,818		)	—
Acquisitions, net of cash acquired	—			(6,583		)	(30,625		)	—			(37,208		)
Other investing activities, net	—			585			(5,794		)	—			(5,209		)
Net cash provided by (used in) investing activities	30,815			(40,789		)	(68,388		)	(30,818		)	(109,180		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	3,288			—			—			—			3,288
Excess tax benefit from stock-based payments	6,737			—			—			—			6,737
Taxes paid related to net share settlements of stock-based compensation awards	(5,243		)	—			—			—			(5,243		)
Borrowings under revolving credit facilities	132,000			—			67,621			—			199,621
Repayments under revolving credit facilities	(215,000		)	—			(79,276		)	—			(294,276		)
Repayments under term loans	(11,250		)	—			—			—			(11,250		)
Borrowings under receivables securitization facility	—			—			2,100			—			2,100
Repayments under receivables securitization facility	—			—			(1,758		)	—			(1,758		)
Repayments of other debt, net	(31,500		)	(596		)	(9,994		)	—			(42,090		)
Payments of other obligations	—			(2,050		)	—			—			(2,050		)
Investment and intercompany note activity with parent	—			(32,051		)	1,233			30,818			—
Dividends	—			(116,668		)	—			116,668			—
Net cash used in financing activities	(120,968		)	(151,365		)	(20,074		)	147,486			(144,921		)
Effect of exchange rate changes on cash and equivalents	—			53			167			—			220
Net increase (decrease) in cash and equivalents	30,871			(3,388		)	1,335			—			28,818
Cash and equivalents, beginning of period	14,930			32,103			67,572			—			114,605
Cash and equivalents, end of period	$	45,801		$	28,715		$	68,907		$	—		$	143,423