Condensed Consolidating Financial Information

LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the U.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 U.S. 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 U.S. 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 U.S. 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 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. 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, 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
Facility and warehouse expenses	—			132,179			70,335			—			202,514
Distribution expenses	—			125,120			77,709			—			202,829
Selling, general and administrative expenses	7,861			137,627			145,147			—			290,635
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			—			—
Gains on bargain purchases	—			—			(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 from continuing operations 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 Three Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	1,410,180		$	868,990	$	(71,827	)	$	2,207,343
Cost of goods sold	—			865,072			558,654		(71,827		)	1,351,899
Gross margin	—			545,108			310,336		—			855,444
Facility and warehouse expenses	—			122,237			59,007		—			181,244
Distribution expenses	—			120,049			52,516		—			172,565
Selling, general and administrative expenses	8,095			133,611			116,626		—			258,332
Restructuring and acquisition related expenses	—			5,777			1,146		—			6,923
Depreciation and amortization	32			24,880			28,067		—			52,979
Operating (loss) income	(8,127		)	138,554			52,974		—			183,401
Other expense (income):
Interest expense, net	15,825			610			8,326		—			24,761
Intercompany interest (income) expense, net	(8,796		)	5,030			3,766		—			—
Other expense (income), net	17			(3,122		)	2,095		—			(1,010		)
Total other expense, net	7,046			2,518			14,187		—			23,751
(Loss) income from continuing operations before (benefit) provision for income taxes	(15,173		)	136,036			38,787		—			159,650
(Benefit) provision for income taxes	(9,546		)	50,168			9,213		—			49,835
Equity in earnings of unconsolidated subsidiaries	—			13			16		—			29
Equity in earnings of subsidiaries	115,471			4,868			—		(120,339		)	—
Income from continuing operations	109,844			90,749			29,590		(120,339		)	109,844
Income from discontinued operations, net of tax	12,844			12,844			6,206		(19,050		)	12,844
Net income	$	122,688		$	103,593		$	35,796	$	(139,389	)	$	122,688

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
Facility and warehouse expenses	—			389,314			193,916			—			583,230
Distribution expenses	—			367,134			215,897			—			583,031
Selling, general and administrative expenses	26,209			409,449			401,146			—			836,804
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
(Loss) income from discontinued operations, net of tax	(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 Income (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	4,147,572		$	2,424,379	$	(138,326	)	$	6,433,625
Cost of goods sold	—			2,512,742			1,537,512		(138,326		)	3,911,928
Gross margin	—			1,634,830			886,867		—			2,521,697
Facility and warehouse expenses	—			354,877			161,350		—			516,227
Distribution expenses	—			342,523			166,711		—			509,234
Selling, general and administrative expenses	27,361			389,252			310,123		—			726,736
Restructuring and acquisition related expenses	—			16,895			13,919		—			30,814
Depreciation and amortization	101			68,877			68,190		—			137,168
Operating (loss) income	(27,462		)	462,406			166,574		—			601,518
Other expense (income):
Interest expense, net	44,067			444			19,491		—			64,002
Intercompany interest (income) expense, net	(21,828		)	13,996			7,832		—			—
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	(61		)	(7,464		)	3,164		—			(4,361		)
Total other expense, net	6,730			6,976			54,243		—			67,949
(Loss) income from continuing operations before (benefit) provision for income taxes	(34,192		)	455,430			112,331		—			533,569
(Benefit) provision for income taxes	(19,103		)	168,296			24,032		—			173,225
Equity in (loss) earnings of unconsolidated subsidiaries	(795		)	32			244		—			(519		)
Equity in earnings of subsidiaries	375,709			15,270			—		(390,979		)	—
Income from continuing operations	359,825			302,436			88,543		(390,979		)	359,825
Income from discontinued operations, net of tax	17,819			17,819			8,177		(25,996		)	17,819
Net income	$	377,644		$	320,255		$	96,720	$	(416,975	)	$	377,644

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

	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	59,618			3,590		62,734			(66,324		)	59,618
Net change in unrecognized gains/losses on derivative instruments, 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 Three Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	122,688		$	103,593		$	35,796		$	(139,389	)	$	122,688
Other comprehensive (loss) income:
Foreign currency translation	(12,317		)	(9,372		)	(11,450		)	20,822			(12,317		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	3,059			170			318			(488		)	3,059
Net change in unrealized gains/losses on pension plans, net of tax	94			—			94			(94		)	94
Total other comprehensive loss	(9,164		)	(9,202		)	(11,038		)	20,240			(9,164		)
Total comprehensive income	$	113,524		$	94,391		$	24,758		$	(119,149	)	$	113,524

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

	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	174,794			17,565			176,769			(194,334		)	174,794
Net change in unrecognized gains/losses on derivative instruments, 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 Statements of Comprehensive Income (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	377,644		$	320,255		$	96,720		$	(416,975	)	$	377,644
Other comprehensive (loss) income:
Foreign currency translation	(85,434		)	(27,343		)	(88,319		)	115,662			(85,434		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	(123		)	170			513			(683		)	(123		)
Net change in unrealized gains/losses on pension plans, net of tax	361			—			361			(361		)	361
Total other comprehensive loss	(85,196		)	(27,173		)	(87,445		)	114,618			(85,196		)
Total comprehensive income	$	292,448		$	293,082		$	9,275		$	(302,357	)	$	292,448



LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands)
	September 30, 2017
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	20,286	$	22,413	$	232,378	$	—		$	275,077
Receivables, net	—		302,789		718,939		—			1,021,728
Intercompany receivables, net	3,463		—		12,110		(15,573		)	—
Inventories	—		1,232,897		1,003,479		—			2,236,376
Prepaid expenses and other current assets	23,213		43,617		68,362		—			135,192
Total current assets	46,962		1,601,716		2,035,268		(15,573		)	3,668,373
Property and equipment, net	658		548,598		318,716		—			867,972
Intangible assets:
Goodwill	—		1,888,002		1,504,361		—			3,392,363
Other intangibles, net	—		144,358		458,066		—			602,424
Investment in subsidiaries	5,505,206		99,089		—		(5,604,295		)	—
Intercompany notes receivable	1,173,923		771,962		—		(1,945,885		)	—
Equity method investments	—		336		198,910		—			199,246
Other assets	62,566		33,894		38,292		(1,192		)	133,560
Total assets	$	6,789,315	$	5,087,955	$	4,553,613	$	(7,566,945	)	$	8,863,938
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,108	$	298,832	$	448,912	$	—		$	749,852
Intercompany payables, net	—		12,110		3,463		(15,573		)	—
Accrued expenses:
Accrued payroll-related liabilities	8,963		42,446		69,166		—			120,575
Other accrued expenses	12,209		97,493		143,539		—			253,241
Other current liabilities	283		24,547		26,953		—			51,783
Current portion of long-term obligations	36,397		1,868		88,622		—			126,887
Total current liabilities	59,960		477,296		780,655		(15,573		)	1,302,338
Long-term obligations, excluding current portion	1,837,860		6,696		1,177,161		—			3,021,717
Intercompany notes payable	750,000		697,814		498,071		(1,945,885		)	—
Deferred income taxes	—		118,169		124,567		(1,192		)	241,544
Other noncurrent liabilities	100,458		113,371		43,473		—			257,302
Total stockholders’ equity	4,041,037		3,674,609		1,929,686		(5,604,295		)	4,041,037
Total liabilities and stockholders' equity	$	6,789,315	$	5,087,955	$	4,553,613	$	(7,566,945	)	$	8,863,938



LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands)
	December 31, 2016
	Parent		Guarantors			Non-Guarantors		Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents	$	33,030	$	35,360		$	159,010	$	—			$	227,400
Receivables, net	—		248,188			612,361		—				860,549
Intercompany receivables, net	2,805		11,237			8,837		(22,879		)		—
Inventories	—		1,149,763			785,474		—				1,935,237
Prepaid expenses and other current assets	1,640		43,165			42,963		—				87,768
Assets of discontinued operations	—		357,788			98,852		—				456,640
Total current assets	37,475		1,845,501			1,707,497		(22,879		)		3,567,594
Property and equipment, net	239		527,705			283,632		—				811,576
Intangible assets:
Goodwill	—		1,851,274			1,203,495		—				3,054,769
Other intangibles, net	—		153,689			430,542		—				584,231
Investment in subsidiaries	5,067,297		242,032			—		(5,309,329		)		—
Intercompany notes receivable	1,510,534		800,283			—		(2,310,817		)		—
Equity method investments	—		336			183,131		—				183,467
Other assets	59,726		25,177		—	22,347		(5,688		)	—	101,562
Total assets	$	6,675,271	$	5,445,997		$	3,830,644	$	(7,648,713	)		$	8,303,199
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,309	$	244,074		$	388,390	$	—			$	633,773
Intercompany payables, net	11,237		8,837			2,805		(22,879		)		—
Accrued expenses:
Accrued payroll-related liabilities	6,404		58,187			54,164		—				118,755
Other accrued expenses	5,502		94,287			109,312		—				209,101
Other current liabilities	4,283		18,456			15,204		—				37,943
Current portion of long-term obligations	37,710		1,097			27,302		—				66,109
Liabilities of discontinued operations	—		110,890			34,214		—				145,104
Total current liabilities	66,445		535,828			631,391		(22,879		)		1,210,785
Long-term obligations, excluding current portion	2,371,578		8,356			895,728		—				3,275,662
Intercompany notes payable	750,000		1,074,218			486,599		(2,310,817		)		—
Deferred income taxes	—		95,765			109,580		(5,688		)		199,657
Other noncurrent liabilities	44,299		90,722			39,125		—				174,146
Total stockholders’ equity	3,442,949		3,641,108			1,668,221		(5,309,329		)		3,442,949
Total liabilities and stockholders' equity	$	6,675,271	$	5,445,997		$	3,830,644	$	(7,648,713	)		$	8,303,199

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		$	388,509		$	108,095		$	(274,675	)	$	449,243
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property 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
Other investing activities, net	—			900			1,850			—			2,750
Net cash provided by (used in) investing activities	296,052			156,852			(240,500		)	(296,561		)	(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

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

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	240,495		$	404,164		$	119,623		$	(240,131	)	$	524,151
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(36		)	(89,917		)	(62,793		)	—			(152,746		)
Investment and intercompany note activity with subsidiaries	(1,285,939		)	—			—			1,285,939			—
Acquisitions, net of cash acquired	—			(666,052		)	(635,075		)	—			(1,301,127		)
Proceeds from disposals of business/investment	—			—			10,304			—			10,304
Proceeds from foreign exchange contracts	18,342			—			—			—			18,342
Other investing activities, net	—			(452		)	989			—			537
Net cash used in investing activities	(1,267,633		)	(756,421		)	(686,575		)	1,285,939			(1,424,690		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	7,525			—			—			—			7,525
Taxes paid related to net share settlements of stock-based compensation awards	(4,440		)	—			—			—			(4,440		)
Debt issuance costs	(7,079		)	—			(9,325		)	—			(16,404		)
Proceeds from issuance of Euro notes	—			—			563,450			—			563,450
Borrowings under revolving credit facilities	1,304,000			—			657,702			—			1,961,702
Repayments under revolving credit facilities	(344,000		)	—			(895,234		)	—			(1,239,234		)
Borrowings under term loans	89,317			—			249,161			—			338,478
Repayments under term loans	(6,247		)	—			(3,214		)	—			(9,461		)
Borrowings under receivables securitization facility	—			—			100,480			—			100,480
Repayments under receivables securitization facility	—			—			(66,500		)	—			(66,500		)
Repayments of other debt, net	—			(2,270		)	(92		)	—			(2,362		)
Payments of Rhiag debt and related payments	—			—			(543,347		)	—			(543,347		)
Payments of other obligations	—			(1,405		)	—			—			(1,405		)
Investment and intercompany note activity with parent	—			612,961			672,978			(1,285,939		)	—
Dividends	—			(240,131		)	—			240,131			—
Net cash provided by financing activities	1,039,076			369,155			726,059			(1,045,808		)	1,088,482
Effect of exchange rate changes on cash and cash equivalents	—			3			(3,492		)	—			(3,489		)
Net increase in cash and cash equivalents	11,938			16,901			155,615			—			184,454
Cash and cash equivalents of continuing operations, beginning of period	17,616			13,432			56,349			—			87,397
Cash and cash equivalents of continuing and discontinued operations, end of period	29,554			30,333			211,964			—			271,851
Less: Cash and cash equivalents of discontinued operations, end of period	—			13,332			494			—			13,826
Cash and cash equivalents, end of period	$	29,554		$	17,001		$	211,470		$	—		$	258,025