LKQ Corporation (the "Parent") issued, and certain of its 100% owned subsidiaries (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally, the Company'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 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)

	March 31, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	59,676	$	28,888	$	86,928	$	—		$	175,492
Receivables, net	58		253,910		391,069		—			645,037
Intercompany receivables, net	2,702		—		5,086		(7,788		)	—
Inventory	—		937,077		420,979		—			1,358,056
Deferred income taxes	3,774		71,422		3,144		—			78,340
Prepaid expenses and other current assets	1,330		37,822		41,102		—			80,254
Total Current Assets	67,540		1,329,119		948,308		(7,788		)	2,337,179
Property and Equipment, net	454		472,396		148,721		—			621,571
Intangible Assets:
Goodwill	—		1,563,719		671,324		—			2,235,043
Other intangibles, net	—		151,347		80,505		—			231,852
Investment in Subsidiaries	3,207,873		273,352		—		(3,481,225		)	—
Intercompany Notes Receivable	647,065		31,709		—		(678,774		)	—
Other Assets	51,685		22,296		26,004		(3,164		)	96,821
Total Assets	$	3,974,617	$	3,843,938	$	1,874,862	$	(4,170,951	)	$	5,522,466
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	653	$	203,148	$	193,822	$	—		$	397,623
Intercompany payables, net	—		5,086		2,702		(7,788		)	—
Accrued expenses:
Accrued payroll-related liabilities	4,448		47,946		29,281		—			81,675
Other accrued expenses	15,013		81,121		75,011		—			171,145
Income taxes payable	21,857		—		15,206		—			37,063
Other current liabilities	283		15,855		6,367		—			22,505
Current portion of long-term obligations	55,112		4,204		2,987		—			62,303
Total Current Liabilities	97,366		357,360		325,376		(7,788		)	772,314
Long-Term Obligations, Excluding Current Portion	1,065,000		6,552		600,780		—			1,672,332
Intercompany Notes Payable	—		630,454		48,320		(678,774		)	—
Deferred Income Taxes	—		165,462		15,075		(3,164		)	177,373
Other Noncurrent Liabilities	32,344		63,357		24,839		—			120,540
Stockholders’ Equity	2,779,907		2,620,753		860,472		(3,481,225		)	2,779,907
Total Liabilities and Stockholders' Equity	$	3,974,617	$	3,843,938	$	1,874,862	$	(4,170,951	)	$	5,522,466

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

	December 31, 2014
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	14,930	$	32,103	$	67,572	$	—		$	114,605
Receivables, net	145		217,542		383,735		—			601,422
Intercompany receivables, net	1,360		—		8,048		(9,408		)	—
Inventory	—		964,477		469,370		—			1,433,847
Deferred income taxes	4,064		62,850		10,215		4,615			81,744
Prepaid expenses and other current assets	20,640		36,553		28,606		—			85,799
Total Current Assets	41,139		1,313,525		967,546		(4,793		)	2,317,417
Property and Equipment, net	494		470,791		158,702		—			629,987
Intangible Assets:
Goodwill	—		1,563,796		725,099		—			2,288,895
Other intangibles, net	—		155,819		89,706		—			245,525
Investment in Subsidiaries	3,216,039		279,967		—		(3,496,006		)	—
Intercompany Notes Receivable	667,949		23,449		—		(691,398		)	—
Other Assets	49,601		24,457		20,481		(2,871		)	91,668
Total Assets	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	682	$	182,607	$	216,913	$	—		$	400,202
Intercompany payables, net	—		8,048		1,360		(9,408		)	—
Accrued expenses:
Accrued payroll-related liabilities	8,075		48,850		29,091		—			86,016
Other accrued expenses	8,061		83,857		72,230		—			164,148
Income taxes payable	—		—		13,763		—			13,763
Other current liabilities	283		16,197		1,957		4,615			23,052
Current portion of long-term obligations	55,172		4,599		3,744		—			63,515
Total Current Liabilities	72,273		344,158		339,058		(4,793		)	750,696
Long-Term Obligations, Excluding Current Portion	1,150,624		6,561		643,862		—			1,801,047
Intercompany Notes Payable	—		649,824		41,574		(691,398		)	—
Deferred Income Taxes	—		156,727		27,806		(2,871		)	181,662
Other Noncurrent Liabilities	31,668		60,213		27,549		—			119,430
Stockholders’ Equity	2,720,657		2,614,321		881,685		(3,496,006		)	2,720,657
Total Liabilities and Stockholders’ Equity	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492

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

	For the Three Months Ended March 31, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	1,225,908		$	582,943		$	(34,939	)	$	1,773,912
Cost of goods sold	—			740,803			368,569			(34,939		)	1,074,433
Gross margin	—			485,105			214,374			—			699,479
Facility and warehouse expenses	—			97,761			34,896			—			132,657
Distribution expenses	—			95,992			45,722			—			141,714
Selling, general and administrative expenses	7,631			121,662			73,948			—			203,241
Restructuring and acquisition related expenses	—			6,060			428			—			6,488
Depreciation and amortization	40			19,891			9,522			—			29,453
Operating (loss) income	(7,671		)	143,739			49,858			—			185,926
Other expense (income):
Interest expense, net	12,314			43			2,549			—			14,906
Intercompany interest (income) expense, net	(10,823		)	7,259			3,564			—			—
Change in fair value of contingent consideration liabilities	—			55			96			—			151
Other expense (income), net	25			(1,790		)	3,533			—			1,768
Total other expense, net	1,516			5,567			9,742			—			16,825
(Loss) income before (benefit) provision for income taxes	(9,187		)	138,172			40,116			—			169,101
(Benefit) provision for income taxes	(3,755		)	55,777			8,076			—			60,098
Equity in earnings of unconsolidated subsidiaries	—			11			(1,919		)	—			(1,908		)
Equity in earnings of subsidiaries	112,527			7,260			—			(119,787		)	—
Net income	$	107,095		$	89,666		$	30,121		$	(119,787	)	$	107,095

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

	For the Three Months Ended March 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	1,140,320		$	514,519		$	(29,062	)	$	1,625,777
Cost of goods sold	—			680,630			322,325			(29,062		)	973,893
Gross margin	—			459,690			192,194			—			651,884
Facility and warehouse expenses	—			93,100			33,059			—			126,159
Distribution expenses	—			94,884			42,445			—			137,329
Selling, general and administrative expenses	7,911			114,083			62,536			—			184,530
Restructuring and acquisition related expenses	—			2,988			333			—			3,321
Depreciation and amortization	59			18,668			7,984			—			26,711
Operating (loss) income	(7,970		)	135,967			45,837			—			173,834
Other expense (income):
Interest expense, net	13,669			71			2,378			—			16,118
Intercompany interest (income) expense, net	(12,324		)	6,021			6,303			—			—
Loss on debt extinguishment	324			—			—			—			324
Change in fair value of contingent consideration liabilities	—			(1,390		)	168			—			(1,222		)
Other (income) expense, net	(15		)	(1,761		)	1,680			—			(96		)
Total other expense, net	1,654			2,941			10,529			—			15,124
(Loss) income before (benefit) provision for income taxes	(9,624		)	133,026			35,308			—			158,710
(Benefit) provision for income taxes	(3,615		)	50,221			7,415			—			54,021
Equity in earnings of unconsolidated subsidiaries	—			—			(36		)	—			(36		)
Equity in earnings of subsidiaries	110,662			8,746			—			(119,408		)	—
Net income	$	104,653		$	91,551		$	27,857		$	(119,408	)	$	104,653

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

	For the Three Months Ended March 31, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	107,095		$	89,666		$	30,121		$	(119,787	)	$	107,095
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(54,810		)	(14,372		)	(52,799		)	67,171			(54,810		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	283			—			(62		)	62			283
Net change in unrealized gains/losses on pension plan, net of tax	128			—			128			(128		)	128
Total other comprehensive loss	(54,399		)	(14,372		)	(52,733		)	67,105			(54,399		)
Total comprehensive income (loss)	$	52,696		$	75,294		$	(22,612	)	$	(52,682	)	$	52,696

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

	For the Three Months Ended March 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	104,653		$	91,551		$	27,857		$	(119,408	)	$	104,653
Other comprehensive income (loss), net of tax:
Foreign currency translation	(563		)	(78		)	421			(343		)	(563		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	793			—			(115		)	115			793
Net change in unrealized gains/losses on pension plan, net of tax	(37		)	—			(37		)	37			(37		)
Total other comprehensive income (loss)	193			(78		)	269			(191		)	193
Total comprehensive income	$	104,846		$	91,473		$	28,126		$	(119,599	)	$	104,846

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

	For the Three Months Ended March 31, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	110,976		$	105,119		$	33,305		$	(69,255	)	$	180,145
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(4		)	(17,731		)	(8,361		)	—			(26,096		)
Investment and intercompany note activity with subsidiaries	18,167			—			—			(18,167		)	—
Acquisitions, net of cash acquired	—			(764		)	(100		)	—			(864		)
Other investing activities, net	—			74			(7,390		)	—			(7,316		)
Net cash provided by (used in) investing activities	18,163			(18,421		)	(15,851		)	(18,167		)	(34,276		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	1,318			—			—			—			1,318
Excess tax benefit from stock-based payments	5,201			—			—			—			5,201
Taxes paid related to net share settlements of stock-based compensation awards	(5,243		)	—			—			—			(5,243		)
Borrowings under revolving credit facilities	38,000			—			47,030			—			85,030
Repayments under revolving credit facilities	(118,000		)	—			(37,073		)	—			(155,073		)
Repayments under term loans	(5,625		)	—			—			—			(5,625		)
Borrowings under receivables securitization facility	—			—			2,100			—			2,100
Repayments of other long-term debt	(44		)	(504		)	(6,028		)	—			(6,576		)
Payments of other obligations	—			(1,544		)	—			—			(1,544		)
Investment and intercompany note activity with parent	—			(18,779		)	612			18,167			—
Dividends	—			(69,255		)	—			69,255			—
Net cash (used in) provided by financing activities	(84,393		)	(90,082		)	6,641			87,422			(80,412		)
Effect of exchange rate changes on cash and equivalents	—			169			(4,739		)	—			(4,570		)
Net increase (decrease) in cash and equivalents	44,746			(3,215		)	19,356			—			60,887
Cash and equivalents, beginning of period	14,930			32,103			67,572			—			114,605
Cash and equivalents, end of period	$	59,676		$	28,888		$	86,928		$	—		$	175,492

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

	For the Three Months Ended March 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	127,826		$	134,020		$	(73,010	)	$	(91,827	)	$	97,009
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(19,107		)	(14,609		)	—			(33,716		)
Investment and intercompany note activity with subsidiaries	(363,124		)	—			—			363,124			—
Acquisitions, net of cash acquired	—			(485,018		)	(1,718		)	—			(486,736		)
Other investing activities, net	7			(539		)	(303		)	—			(835		)
Net cash used in investing activities	(363,117		)	(504,664		)	(16,630		)	363,124			(521,287		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	2,377			—			—			—			2,377
Excess tax benefit from stock-based payments	6,813			—			—			—			6,813
Debt issuance costs	(3,753		)	—			—			—			(3,753		)
Borrowings under revolving credit facilities	560,000			—			140,123			—			700,123
Repayments under revolving credit facilities	(390,000		)	—			—			—			(390,000		)
Borrowings under term loans	11,250			—			—			—			11,250
Borrowings under receivables securitization facility	—			—			80,000			—			80,000
Repayments of other long-term debt	(1,920		)	(1,112		)	(5,920		)	—			(8,952		)
Payments of other obligations	—			—			(2,006		)	—			(2,006		)
Settlement of foreign currency forward contract	(9,639		)	—			—			—			(9,639		)
Investment and intercompany note activity with parent	—			477,710			(114,586		)	(363,124		)	—
Dividends	—			(91,827		)	—			91,827			—
Net cash provided by financing activities	175,128			384,771			97,611			(271,297		)	386,213
Effect of exchange rate changes on cash and equivalents	—			(81		)	904			—			823
Net (decrease) increase in cash and equivalents	(60,163		)	14,046			8,875			—			(37,242		)
Cash and equivalents, beginning of period	77,926			13,693			58,869			—			150,488
Cash and equivalents, end of period	$	17,763		$	27,739		$	67,744		$	—		$	113,246