UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 10-K
________________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission File Number: 000-50404
________________________________________
LKQ CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
500 West Madison Street,
Suite 2800, Chicago, IL
(Address of principal executive offices)
36-4215970
(I.R.S. Employer
Identification Number)
60661
(Zip Code)
Registrant’s telephone number, including area code: (312) 621-1950
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $.01 per share
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
As of June 30, 2014, the aggregate market value of common stock outstanding held by stockholders who were not affiliates (as
defined by regulations of the Securities and Exchange Commission) of the registrant was approximately $8.0 billion (based on the
closing sale price on the NASDAQ Global Select Market on such date). The number of outstanding shares of the registrant's common
stock as of February 20, 2015 was 304,083,043.
Those sections or portions of the registrant's proxy statement for the Annual Meeting of Stockholders to be held on May 4,
2015, described in Part III hereof, are incorporated by reference in this report.
Documents Incorporated by Reference
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
PART I
This Annual Report on Form 10-K includes forward-looking statements. Words such as "may," "will," "plan,"
"should," "expect," "anticipate," "believe," "if," "estimate," "intend," "project" and similar words or expressions are used to
identify these forward-looking statements. We have based these forward-looking statements on our current expectations and
projections about future events. However, these forward-looking statements are subject to risks, uncertainties, assumptions and
other factors that may cause our actual results, performance or achievements to be materially different. These factors include,
among other things:
• Changes in economic and political activity in the U.S. and other countries in which we are located or do business, and
the impact of these changes on the demand for our products and our ability to obtain financing for operations;
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fluctuations in the pricing of new original equipment manufacturer (“OEM”) replacement products;
the availability and cost of our inventory;
variations in the number of vehicles sold, vehicle accident rates, miles driven, and the age profile of vehicles in
accidents;
changes in state or federal laws or regulations affecting our business;
inaccuracies in the data relating to our industry published by independent sources upon which we rely;
changes in the level of acceptance and promotion of alternative automotive parts by insurance companies and auto
repairers;
changes in the demand for our products and the supply of our inventory due to severity of weather and seasonality of
weather patterns;
increasing competition in the automotive parts industry;
our ability to satisfy our debt obligations and to operate within the limitations imposed by financing agreements;
our ability to obtain financing on acceptable terms to finance our growth;
declines in the values of our assets;
fluctuations in the prices of fuel, scrap metal and other commodities;
our ability to develop and implement the operational and financial systems needed to manage our operations;
our ability to identify sufficient acquisition candidates at reasonable prices to maintain our growth objectives;
our ability to integrate, realize expected synergies, and successfully operate acquired companies and any companies
acquired in the future, and the risks associated with these companies;
restrictions or prohibitions on selling certain aftermarket products to the extent OEMs seek and obtain more design
patents than they have in the past and are successful in asserting infringement of these patents and defending their
validity;
changes to our business relationships with insurance companies or changes by insurance companies to their business
practices relating to the use of our products;
product liability claims by the end users of our products or claims by other parties who we have promised to
indemnify for product liability matters;
costs associated with recalls of the products we sell;
currency fluctuations in the U.S. dollar, pound sterling and euro versus other currencies;
instability in regions in which we operate that can affect our supply of certain products;
interruptions, outages or breaches of our operational systems, security systems, or infrastructure as a result of attacks
on, or malfunctions of, our systems;
additional unionization efforts, new collective bargaining agreements, and work stoppages; and
higher costs and the resulting potential inability to service our customers to the extent that our suppliers decide to
discontinue business relationships with us.
Other matters set forth in this Annual Report may also cause our actual future results to differ materially from these
forward-looking statements. We cannot assure you that our expectations will prove to be correct. In addition, all subsequent
written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements mentioned above. You should not place undue reliance on these forward-looking
statements. All of these forward-looking statements are based on our expectations as of the date of this Annual Report on Form
10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
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Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are
available free of charge through our website (www.lkqcorp.com) as soon as reasonably practicable after we electronically file
the material with, or furnish it to, the Securities and Exchange Commission.
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ITEM 1.
BUSINESS
OVERVIEW
LKQ Corporation ("LKQ" or the "Company") is a distributor of vehicle products, including replacement parts,
components and systems used in the repair and maintenance of vehicles, as well as specialty vehicle products and accessories.
Buyers of vehicle replacement products have the option to purchase from primarily five sources: new products
produced by original equipment manufacturers ("OEMs"), which are commonly known as OEM products; new products
produced by companies other than the OEMs, which are sometimes referred to as aftermarket products; recycled products
obtained from salvage vehicles; used products that have been refurbished; and used products that have been remanufactured.
We distribute a variety of products to collision and mechanical repair shops, including aftermarket collision and mechanical
products, recycled collision and mechanical products, refurbished collision products such as wheels, bumper covers and lights,
and remanufactured engines. Collectively, we refer to these products as alternative parts because they are not new OEM
products.
We are the nation’s largest provider of alternative vehicle collision replacement products and a leading provider of
alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major
markets in the United States and Canada. We are also a leading provider of alternative vehicle replacement and maintenance
products in the United Kingdom and the Benelux region of continental Europe. In addition to our wholesale operations, we
operate self service retail facilities across the U.S. that sell recycled automotive products from end-of-life-vehicles. With our
January 2014 acquisition of Keystone Automotive Holdings, Inc. (“Keystone Specialty”), as discussed in Note 8, "Business
Combinations" to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, we are also a
leading distributor of specialty vehicle products and accessories reaching most major markets in the U.S. and Canada.
We are organized into four operating segments: Wholesale - North America; Wholesale - Europe; Self Service; and
Specialty. Our Specialty operating segment was formed with our January 2014 acquisition of Keystone Specialty. We aggregate
our Wholesale - North America and Self Service operating segments into one reportable segment, North America, resulting in
three reportable segments: North America, Europe and Specialty. See Note 13, "Segment and Geographic Information" to the
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for financial information by reportable
segment and by geographic region.
We strive to be environmentally responsible. Our recycled automotive products provide an alternative to the
manufacture of new products, which would require the expenditure of more resources and energy and would generate
additional pollution. In addition, we save landfill space because the parts that we recycle would otherwise be discarded. We
also collect materials, such as metals, plastics, fuel and motor oil, from the salvage vehicles that we procure, and use them in
our operations or sell them to other users.
HISTORY
LKQ was initially formed in 1998 through the combination of a number of wholesale recycled products businesses
located in Florida, Michigan, Ohio and Wisconsin. We subsequently expanded through internal development and over 200
acquisitions of aftermarket, recycled, refurbished, and remanufactured product suppliers and manufacturers; self service retail
businesses; and specialty vehicle aftermarket equipment and accessories suppliers. Our most significant acquisitions include:
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2007 acquisition of Keystone Automotive Industries, Inc., which, at the time of acquisition, was the leading domestic
distributor of aftermarket products, including collision replacement products, paint products, refurbished steel
bumpers, bumper covers and alloy wheels.
2011 acquisition of Euro Car Parts Holdings Limited ("ECP"), which allowed us to expand our operations into the
European automotive aftermarket business.
2013 acquisition of Sator Beheer B.V. ("Sator"), a vehicle mechanical aftermarket parts distribution company based in
the Netherlands, with operations in the Netherlands, Belgium and Northern France. This acquisition allowed us to
further expand our geographic presence into continental Europe.
2014 acquisition of Keystone Specialty, which expanded our product offering and increased our addressable market to
include specialty vehicle aftermarket equipment and accessories.
Further information regarding our acquisitions is included in Note 8, "Business Combinations" to the consolidated
financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
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STRATEGY
We are focused on creating economic value for our stockholders by enhancing our position as a leading source for
alternative collision and mechanical repair products, and by expanding into other product lines and businesses that may benefit
from our operating strengths. We believe a supply network with a broad inventory of quality alternative collision and
mechanical repair products and specialty vehicle aftermarket products, high fulfillment rates, and superior customer service
provides us with a competitive advantage.
Other than OEMs, the competition in the markets that we serve is extremely fragmented and the supply of products
tends to be localized, often leading to low fulfillment rates, particularly with recycled products. In North America, the
distribution channels for aftermarket and refurbished products have historically been distinct and separate from those for
recycled and remanufactured products despite serving the same customer segment. We provide value to our customers by
bringing these two channels together to provide a broader product offering and more efficient distribution process.
To execute our strategy in North America, we have expanded our network of parts warehouses and dismantling plants
in major metropolitan areas and employ a distribution system that allows for order fulfillment from regional warehouses
located across the U.S. and Canada. By increasing local inventory levels and expanding our network to provide timely access to
a greater range of parts, we have increased fulfillment rates beyond the levels that we believe most of our competitors realize,
particularly for recycled products.
In our European operations, we are expanding our branch network in the U.K., while simultaneously transitioning our
distribution network in our continental European operations by internalizing certain distributor customers so that we may
directly serve the repair shops in those markets. We believe aligning the distribution strategy in continental Europe with our
two-step distribution model in the U.K. will create a cohesive presence in the respective markets. Additionally, through
improved order fulfillment and operational support, we are attempting to improve profit margins and customer service.
Sources of high quality, reliable alternatives to OEM products are important to insurance companies and to our direct
customers as they seek to control repair costs. Lower parts costs and quicker completion of orders save money and reduce
repair times. We believe that we provide customers (and indirectly, insurance companies) with a value proposition that includes
high quality products at a lower cost than new OEM products, extensive product availability due to our expansive distribution
network, responsive service, and quick delivery. The breadth of our alternative parts offerings allows us to serve as a "one-stop"
solution for our customers looking for the most cost effective way to provide quality repairs. In order to execute this strategy
and build on our progress thus far, we will continue to seek to expand into new markets and to improve penetration both
organically and through acquisitions in targeted markets.
Similarly, the supplier base for the specialty vehicle aftermarket parts and accessories market is highly fragmented,
typically consisting of suppliers that are small to medium-sized, independent businesses that focus on a narrow product or
market niche. While our Specialty operations had an extensive distribution network already in place, we are in process of
integrating the distribution network for our North American and Specialty operations to create synergies and efficiencies with
our existing infrastructure. We believe this provides added value to our customers through a broader product offering and more
efficient distribution process.
Extensive in-place network
We have invested significant capital to develop a network of alternative parts facilities across our operating segments.
We believe our extensive network gives us a distinct ability to benefit the major automobile insurance companies, which are
generally operated on a national or regional level. Additionally, the difficulty and time required to obtain proper zoning, as well
as dismantling and other environmental permits necessary to operate newly-sited recycled parts facilities, would make
establishing a new network of recycled parts locations a challenge for a competitor. There are also difficulties associated with
recruiting and hiring an experienced management team that has strong industry knowledge.
We are attempting to utilize a similar strategy in Europe with our acquisition of ECP and our acquisitions of Sator and
certain of its distributors. These companies have a national presence in their respective countries, and we are working to
integrate the operations to take advantage of shared procurement, warehousing and product offerings.
Strong business relationships
We have developed business relationships with key constituents, including automobile insurance companies, suppliers
and other industry participants. Insurance companies, as payers for most collision repairs, help drive demand, and take active
roles in the selection of alternative replacement products for vehicle repairs in order to minimize the repair portion of the
claims costs and reduce repair time. The use of our products lowers the cost of repairs, decreases the time required to return the
repaired vehicle to the customer, and provides a replacement product that is of high quality and comparable performance to the
part replaced, all of which are favorable to insurance companies. Because of their importance to the process, we have formed
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relationships with certain insurance companies in North America for which we are designated a preferred products supplier.
We are in the process of establishing similar relationships with insurance companies in Europe.
We also provide quality assurance programs that offer additional product support to automobile insurance companies.
These product support programs identify specific subsets of aftermarket products by vendor and product type that can be used
in the repair of vehicles that these companies insure. The programs typically offer aftermarket products that have been
produced by manufacturers certified by a third party testing lab. We may provide additional validation of the quality of the
products beyond our standard warranties, and identification details that make the products traceable back to a manufacturer's
specific production run.
Broad product offering
The breadth and depth of our inventory across all of our operating segments reinforces LKQ's ability to provide a
"one-stop" solution for our customers' alternative vehicle replacement, maintenance, and specialty vehicle product needs.
Customers place a high value on the availability of a broad range of vehicle replacement products. In our North American
operations, we are able to provide the collision and mechanical repair industry with premium products at costs typically 20% to
50% below new OEM replacement products. The availability of alternative products means that automobiles can be repaired
with lower parts costs, and in some instances, reduced labor costs. In fact, many insurance companies in North America will
not authorize the use of higher cost, new OEM replacement products if alternative products are available because the use of
alternative products provides insurers a method to manage and reduce total repair costs. Some insurance companies designate
us as a preferred supplier for their affiliated repair shops because of our ability to provide these products. With our distribution
network that reaches most of the major markets in the U.S. and Canada, combined with our extensive range of products, we
believe we are the only supplier that is able to support the insurance industry in this manner. We leverage this same distribution
network to provide a broad offering of specialty vehicle aftermarket products and accessories used to customize or enhance the
performance, handling or appearance of new or used vehicles. Additionally, we believe we are well-positioned in Europe to
develop a similar distribution network of a broad offering of vehicle replacement products to support insurance companies in
that market.
High fulfillment rates
We manage local inventory levels to improve delivery time and maximize customer service. Improving local order
fulfillment rates reduces transfer costs and delivery times, and improves customer satisfaction. Our ability to move inventory
throughout our distribution networks increases the availability of our products and also helps us to fill a higher percentage of
our customers' requests.
We deploy inventory management systems at our facilities that are similar to those used by other leading distribution
companies. For example, we make extensive use of bar code technology and wireless data transmission to track parts from the
time a vehicle or product arrives at a facility to its placement on a truck for delivery to the customer. With this real-time
information, we are able to actively monitor inventory levels throughout our distribution channels.
Technology driven business processes
We focus on technology development as a way to support our competitive advantage. We believe that we can more
cost effectively leverage our data to make better business decisions than our smaller competitors. We continue to develop our
technology to better manage and analyze our inventory, assist our salespeople with up-to-date pricing and availability of our
products, and further enhance our inventory procurement process.
We employ proprietary methodologies and information systems to help us identify high demand wholesale aftermarket
and recycled products. Our aftermarket inventory systems track products sold and sales lost due to a lack of inventory, and
make purchase recommendations based on this information. The inventory systems also recommend purchases and transfers
based on the extent and location of demand, as well as other replenishment factors. When we procure aftermarket products or
refurbish collision replacement products such as wheels, bumper covers and lights, we focus on products that are in the most
demand at all levels of the automotive parts value chain including the professional repair market, the jobber market and the
general insured repair market. Because lead times may take 40 days or more on imported products, sales volume and in-stock
inventory are important factors in the procurement process. We use historical sales records of vehicles by model and year to
estimate the demand for our products. We also analyze new vehicle designs that are expected to come to market to assure that
we are working with suppliers to project future supply and demand trends. Combining this information with proprietary data
that aggregate customer requests for products, we are able to source aftermarket products and salvage vehicles at prices that we
believe will allow us to sell products profitably.
Within our specialty vehicle aftermarket and accessories business, we believe a focus on technology allows us to
develop our business processes and enhance the customer experience. Our inventory forecasting systems help us ensure that the
correct product is stocked in the right place to meet customer demand. Our warehousing and logistics systems help us deliver
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products to customers across the United States and Canada. Our online catalogs offer industry leading product information
across all segments of automotive and RV aftermarket parts and accessories and allow customers to search, compare, and order
products based upon the specifications of a vehicle. Furthermore, enhancements to our phone systems allow us to improve our
customer support capability and the overall customer experience.
NORTH AMERICA SEGMENT
Wholesale Automotive Products
Our wholesale automobile product operations in North America are organized by geographic regions serving the U.S.
and Canada that sell all four product types (aftermarket, recycled, refurbished and remanufactured parts) to collision and
mechanical automobile repair businesses. Our combined distribution channels for our alternative parts offerings leverage our
facility and warehouse costs and improve local product availability by locating multiple product operations together. Our
aftermarket product operations may include a combination of sales, warehousing and distribution, and in many cases will be
co-located with our refurbishing operations. Our salvage operations typically have processing, sales, distribution and
administrative operations on site, indoor and outdoor storage areas, and include a large warehouse with multiple bays to
dismantle vehicles. Our engine remanufacturing operations are conducted primarily at our facility in Mexico, with sales,
warehousing and distribution operations in the U.S. As of December 31, 2014, our North American wholesale operations
conducted business from 347 facilities.
Wholesale Aftermarket Products
Our 2014 sales included more than 101,000 SKUs of aftermarket automotive products, excluding refurbished
products, for the most common models of domestic and foreign automobiles and light trucks, primarily for the repair of
vehicles three to twelve years old. Our principal aftermarket product types consist of those most frequently damaged in
collisions, including bumper covers, automotive body panels and lights. In recent years, our expansion into complementary
product types, such as paint and cooling products, contributed to the increase in our available products and has allowed us to
better meet our customers' repair needs.
Platinum Plus is our exclusive product line offered in the Keystone brand of aftermarket products. The Platinum Plus
products are held to high quality standards and tested by quality assurance teams or independent third parties. We also
developed a product line called "Value Line" for more value conscious, often self-pay, consumers. Our Value Line products
offer quality products at reasonable prices, providing additional choices for repairs or rebuilding of vehicles.
Certain of our products are certified by independent organizations such as the Certified Automotive Parts Association
("CAPA") and NSF International ("NSF"). CAPA and NSF are associations that evaluate the functional equivalence of
aftermarket collision replacement products to OEM collision replacement products. Members of CAPA and NSF include
insurance companies, product distributors (including LKQ), collision repair shops and consumers. CAPA and NSF develop
engineering specifications for aftermarket collision replacement products based upon examinations of OEM products; certify
the factories, manufacturing processes and quality control procedures used by independent manufacturers; and certify the
materials, fit and finish of specific aftermarket collision replacement products.
LKQ is certified under the NSF International Automotive Parts Distributor Certification Program, which addresses the
needs of collision repair shops and insurers by maintaining quality management systems to address part traceability, service and
quality. This certification program complements the existing parts certification program with NSF under which LKQ has a
broad range of certified automotive collision replacement parts. Many major insurance companies have adopted policies
recommending or requiring the use of products certified by CAPA or NSF. A number of CAPA and NSF certified products are
also marketed under the Platinum Plus brand.
We distribute paint and other materials used in repairing damaged vehicles, including sandpaper, abrasives, masking
products and plastic filler. The paint and other materials distributed by us are purchased from numerous suppliers in the U.S.
and Canada.
Procurement of Inventory
The aftermarket products we distribute are purchased from independent manufacturers and distributors located
primarily in the U.S., Taiwan, and China. In 2014, approximately 37% of our aftermarket purchases were made from our top
four vendors, with our largest vendor providing approximately 13% of our inventory. We believe we are one of the largest
customers of each of these suppliers. Outside of this group, no other supplier provided more than 5% of our supply of
aftermarket products in 2014. We purchased approximately 45% of our aftermarket products in 2014 directly from
manufacturers in Taiwan and other Asian countries. Approximately 55% of our aftermarket products were purchased from
vendors located in the U.S. and Canada; however, we believe the majority of these products were manufactured in Taiwan,
Mexico or other foreign countries. We have business arrangements with manufacturers to produce certain of our products.
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These agreements automatically renew for additional 12 month periods unless written notice is given. While we compete with
other distributors for production capacity, we believe that our sources of supply and our relationships with our suppliers are
satisfactory.
We usually receive orders from domestic suppliers within ten days from the date ordered. Foreign orders typically are
shipped in sea containers directly to certain of our aftermarket locations, and are received within 40 to 65 days from the date
ordered. We operate an aftermarket parts warehouse in Taiwan that aggregates inventory from certain of our vendors for
shipment to our North American locations. As of December 31, 2014, we operated 25 regional hubs and three distribution
centers, which act as sources for our warehouse locations that do not receive containers directly and serve as redistribution
centers for our operations. This structure is designed to maximize our fulfillment rates as smaller branches can have a high fill-
rate of next day availability.
Wholesale Recycled Products
Our recycled products include engines, transmissions, door assemblies, sheet metal products such as trunk lids,
fenders and hoods, lights and bumper assemblies. Some insurance companies mandate that the recycled products must be of the
same model year or newer as the vehicle being repaired. As a result, the majority of the products we sell are from vehicles not
more than ten years of age. Installing recycled products often means that collision shops not only save on product cost, but,
because several products may come pre-assembled, the shops are also able to reduce labor costs.
Procurement of Inventory
We procure recycled products for our wholesale operations by acquiring severely damaged or totaled vehicles, and
then dismantling and inventorying the parts. Vehicles that have been declared "total losses" typically are sold at regional
salvage auctions throughout the U.S. and Canada. Salvage auctions charge fees both to the suppliers of vehicles, which are
primarily insurance companies, and to the purchasers. Additionally, we typically pay third parties to tow the vehicles from the
auction to our facilities.
The availability of the salvage vehicles we procure for our wholesale recycled product operations may be impacted by
a variety of factors, including the production level of new vehicles (which provides the source from which salvage vehicles
ultimately come) and the portion of damaged vehicles declared total losses. Over the past several years, the frequency with
which vehicles are declared total losses has increased as a result¸ we believe, of the rise in repair costs relative to vehicle
replacement cost and salvage vehicle prices. In 2000, approximately 9% of accident claims resulted in a total loss; by 2013, this
percentage increased to almost 14%. Additionally, sales of new vehicles have increased since 2010 and are projected to
continue to increase over the next four years, which should result in a greater volume of salvage vehicles at auction.
In 2014, we acquired 284,000 salvage vehicles for our wholesale recycled product operations, primarily from salvage
auctions. Prior to the scheduled auction date, our salvage buyers may preview the auctions online to investigate the vehicles to
be sold and determine our interest in buying them. They obtain key information such as the model and mileage, and perform
visual damage assessments to determine which parts on the targeted vehicles are recyclable. With the data from this preview,
we deploy a bidding system that performs a valuation calculation for each vehicle. In order to recommend a maximum bid
price, the calculation incorporates demand for a vehicle's recyclable parts, current inventory levels, average selling prices,
auction costs, projected margins and instances of out-of-stock. Using this disciplined supply and demand procurement
approach, we place bids on the targeted vehicles.
Vehicle Processing
Vehicle processing for our wholesale recycled operations involves dismantling a salvage vehicle into recycled
products that are ready for sale. When a salvage vehicle arrives at one of our facilities, an inventory specialist identifies,
catalogs, and schedules the vehicle for dismantling. Prior to dismantling, we remove from each vehicle its battery, fluids,
refrigerants, and parts containing hazardous substances or precious metals such as catalytic converters. The extracted fluids are
stored in bulk and subsequently sold to recyclers. In the case of gasoline, the fuel retrieved is primarily used to power our
delivery vehicles. A small portion of the recycled motor oil we collect is used at certain of our plants that have high-efficiency
oil burning furnaces; the balance is sold to motor oil recyclers.
When ready for dismantling, each vehicle has an inventory report that indicates to the dismantler which parts should
be removed and placed in a warehouse for future sales to customers, which parts should be collected in bulk for our
refurbishing and remanufacturing operations or for sale to parts remanufacturers, and which parts have value but should remain
on the vehicle until sold. We utilize bar coding systems and wireless transmission to keep track of inventory from the time a
product is removed and inventoried, to the time it is sold and put on a truck for delivery.
Refurbished and Remanufactured Products
As of December 31, 2014, we operated 28 refurbishing facilities and 4 engine remanufacturing facilities. We refurbish
products such as wheels, lights, plastic bumpers, and chrome bumpers.
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When identifying the products that we refurbish or remanufacture, we focus on products that have high demand. The
majority of our refurbished and remanufactured products are processed from cores obtained from salvage vehicles purchased
by our recycled operations at auctions, parts received in trade from customers purchasing replacement products from us, and
cores collected by our route delivery drivers from vehicles under repair by our customers. These products are accumulated from
our wholesale operations at our core sorting facilities, and are then either sent to our refurbishing or remanufacturing facilities
or sold in bulk to other mechanical remanufacturers.
Heavy-Duty Truck Products
As of December 31, 2014, we operated a total of 26 heavy-duty truck facilities in the U.S. and Canada. Our inventory
is composed of used heavy- and medium-duty trucks, usually at least five years old, which are purchased at salvage and truck
auctions or directly from insurance companies or large fleet operators. During 2014, we purchased approximately 6,000
vehicles. Depending on the condition of the vehicles, they may be dismantled for parts or resold as running vehicles. If certain
mechanical parts are damaged, such as transmissions, we may remanufacture them and offer them to our customers. The
vehicles that are acquired for resale are typically special purpose or vocational use trucks such as those used for garbage pickup
or cement delivery. If requested by the sellers of the vehicles, we provide assurance that the vehicles will be sold to foreign
buyers and exported to countries for use outside of the U.S., or to domestic buyers after the vehicles have been reconditioned
and modified for use other than their original purpose.
Scrap and Other Materials
Our wholesale recycled product operations generate scrap metal and other materials that we sell to recyclers. Vehicles
that have been dismantled for recycled products and "crush only" end of life vehicles acquired from other companies, including
OEMs, are typically crushed using equipment on site. In other cases, we will hire mobile crushing equipment to crush the
vehicles before they are transported to shredders and scrap metal processors. Damaged and unusable wheel cores are melted in
our aluminum furnace and sold to consumers of aluminum ingot and sow for the production of various automotive products,
including wheels. We also extract and sell the precious metals contained in certain of our salvage parts such as catalytic
converters.
Customers
We sell our products to wholesale customers that include collision and mechanical repair shops and new and used car
dealerships, as well as to retail customers. Customers of our heavy-duty truck products may also include owner/operators, local
cartage companies, or exporters. Most of our refurbished and remanufactured products are sold through our wholesale
distribution channels. The balance is sold to retail automotive stores, wholesale distributors and via internet sales. We also
generate a portion of our revenue from scrap sales to metal recyclers. No single customer accounted for 2% or more of our
revenue in 2014.
Repair Shops and Others
We sell the majority of our wholesale products to collision and mechanical repair shops. Industry reports estimate
there were approximately 40,000 collision repair shops, including those owned by new car dealerships, in the U.S. in 2013.
The same reports estimate there were approximately 78,000 general (including mechanical) repair garages, excluding new car
dealership service departments, in the U.S. in 2013. The majority of these customers tend to be individually-owned small
businesses, although the number of independent and dealer-operated collision repair facilities has declined over the last decade,
as regional or national multiple location operators have increased their geographic presence through acquisitions. We also sell
our products to car rental companies and fleet management groups.
Insurance Companies
Automobile insurance companies affect the demand for our collision products. While insurance companies do not pay
for our products directly, they ultimately pay for the repair costs of insured vehicles in excess of any deductible amount. As a
result, insurance companies often influence the types of products used in a repair.
Our presence in most major markets in the U.S. and Canada gives us a distinctive ability to benefit the major
automobile insurance companies. Insurance companies generally operate at a national or regional level. The use of our products
provides a direct benefit to these companies by lowering the cost of repairs, decreasing the time required to return the repaired
vehicle to the customer, and providing a replacement product that is of high quality and comparable performance to the part
replaced.
We assist insurance companies by providing high quality aftermarket, recycled, refurbished and remanufactured
products to collision repair shops, especially to repair shops that are part of an insurance company's Direct Repair Program
("DRP") network. A repair shop participating in a DRP is referred potential work from the insurance company in exchange for
providing assurances to the insurance company of quality, timeliness and cost. Industry reports indicate that over half of claims
paid for by the top insurance companies in 2012 were paid through a DRP, compared to 42% in 2009. To meet the needs of the
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DRPs, professional repairers have been required to become fluent in claims handling. We offer our repair shop customers
access to our proprietary system, Keyless, which provides a link between their estimating systems and our inventory to identify
the availability of alternative products for use in their repair. This data also helps insurance companies monitor the body shops'
compliance with its DRP product guidelines that might, for instance, stipulate the use of the lowest cost products that meet
quality specifications. In addition, in some markets insurance companies are able to dispose of low value total loss vehicles
directly to us so they can save the transaction fees associated with selling these vehicles through salvage auctions.
Sales and Marketing
In the case of repairs paid for as a result of insurance claims, which industry publications estimate are approximately
85% of all repairs, insurance companies give collision repair shops information as to what type of replacement products are
eligible for reimbursement. Typically insurance carriers have established a hierarchy or decision tree prioritizing the types of
products to be used for repairs. As an example, a protocol may require recycled products if available; if recycled products are
not available, then refurbished products; and, if recycled or refurbished products are not available, aftermarket products. If none
of these alternative product types is available, the shop may then use new OEM replacement products. As a body shop looks for
products for a repair, the sourcing of products typically begins with a call to one of our recycled operations or one of our
competitors. Our recycled sales personnel are encouraged to capture the sale as a "one-stop shop" and, if recycled products are
out of stock, to fill orders from our refurbished or aftermarket product inventory. To support these efforts, we have provided our
sales staff with access to both recycled and aftermarket sales systems, and we have developed sales incentive programs that
encourage cross selling throughout our wholesale operations.
As of December 31, 2014, we had approximately 2,300 full-time sales staff in our North American wholesale
operating segment. The full time sales personnel are located at sales desks at our facilities or at one of the regional call centers
we operate. We deploy a call routing system that redirects overflow calls to alternative call centers, typically located within the
same region. We also operate two other call centers, one to support national accounts, and the other to support insurance
adjusters' needs and questions. Our sales personnel are encouraged to initiate outbound calls in addition to the inbound calls
they handle. Our sales staff can use customer estimates from our Keyless estimating system to generate sales leads for both
aftermarket and recycled products.
We are continually reviewing and revising the pricing of wholesale products. Our pricing specialists consider factors
such as recent demand levels, inventory quantity on hand and turnover rates, new OEM product prices and local competitive
pricing, with the goal of optimizing revenue. We set list prices and then sell items at a discount to list, with the discount
typically based on each customer's purchasing volume. We may adjust prices during the year in response to material price
changes of new OEM replacement products.
We believe our commitment to stock inventory in local warehouses, supplemented by the inventory sharing system
within our regional trading zones, improves our ability to meet our customers' requirements more frequently than our
competitors and gives us a competitive advantage.
Distribution
We have a distribution network of 347 wholesale plants and warehouses across the U.S. and Canada as of December
31, 2014, of which 63 function as cross dock facilities. Our network of facilities allows us to develop and maintain our
relationships with local repair shops while providing a level of service that is made possible by our nationwide presence. Our
local presence allows us to provide daily deliveries as required by our customers, using drivers who routinely deliver to the
same customers. Our sales force and local delivery drivers develop and maintain critical personal relationships with the local
repair shops that benefit from access to our wide selection of products, which we are able to offer as a result of our regional
inventory network.
We have developed an internal distribution network to allow our sales representatives to sell our products within
regional trading zones, thus improving our ability to fulfill customer requests and accelerating inventory turnover. Each
weekday we operate over 310 transfer runs between our cross dock facilities and our plants and warehouses within our regional
trading zones to redistribute our alternative products for delivery on the next day. In addition, we have over 2,700 local delivery
routes serving our customers each weekday.
Each sale results in the generation of a work order at the location housing the specific product. A dispatcher is then
responsible for ensuring fulfillment accuracy, printing the final invoice, and including the product on the appropriate truck
route for delivery to the customer. In markets where we offer more than one alternative product type, we are integrating the
delivery of multiple product types on the same delivery routes to help minimize distribution costs and improve customer
service. We operate a delivery fleet of medium-sized trucks and smaller trucks and vans. Over time, we expect that our delivery
vehicles will become more consistent as we reconfigure the fleet to include vehicles that can carry all four product types.
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Competition
We consider all suppliers of vehicle collision and mechanical products to be competitors, including aftermarket
suppliers, recycling businesses, refurbishing operations, parts remanufacturers, OEMs and internet-based suppliers. We believe
the principal areas of differentiation in our industry include availability of inventory, pricing, product quality and service.
The aftermarket product distribution business is highly fragmented and our competitors, other than OEMs, are
generally independently owned distributors with one to three distribution centers. Similarly, we compete with domestic vehicle
product recyclers, most of which are single-unit operators. In some markets, smaller competitors have organized affiliations to
share marketing and distribution resources, including internet sites. We compete with alternative parts distributors on the basis
of our nationwide distribution system, our product lines and inventory availability, customer service, our relationships with
insurance companies, and to a lesser extent, price. We do not consider retail chains that focus on the do-it-yourself market to be
our direct competitors since many of our wholesale product sales are paid for by insurance companies rather than the end user.
Manufacturers of new original equipment products sell the majority of automobile collision replacement products. We
believe, however, that the insurance and repair industries recognize advantages of using aftermarket, recycled, refurbished and
remanufactured products for collision repairs. Industry sources estimate that alternative collision parts usage in the United
States ranged between 36% and 37% during 2014. We compete with OEMs primarily on the basis of price and, to a lesser
extent, on service and product quality.
Self Service Retail Products
Our self service retail operations sell parts from older cars and light-duty trucks directly to consumers. In addition to
revenue from the sale of parts, core and scrap, we charge a nominal admission fee to access the property. Our self service
facilities typically consist of a fenced or enclosed area of several acres with vehicles stored outdoors and a retail building
through which customers are able to access the yard. As of December 31, 2014, we conducted our self service operations from
71 facilities in North America, most of which operate under the name "LKQ Pick Your Part."
Inventory
We acquire inventory for our self service retail product operations from a variety of sources, including but not limited
to towing companies, auctions, the general public, municipality sales, insurance carriers, and charitable organizations. We
typically procure salvage vehicles that are more than seven model years old for our self service retail product operations. These
vehicles are generally older and of lower quality than the salvage vehicles we purchase for our wholesale recycled product
operations. In 2014, we purchased approximately 514,000 lower cost self service and "crush only" vehicles.
Vehicles are delivered to our locations by the seller, or we arrange for transportation. Once on our property, minimal
labor is required to process the vehicle other than removing the battery, fluids, refrigerants, catalytic converters and hazardous
materials. Vehicles are then placed in the yard for customers to remove parts. The vehicle inventory is usually organized
according to domestic and import cars (further organized by make), passenger vans and trucks. In our self service business,
availability of a specific part will depend on which vehicles are currently at the site and to what extent parts may have been
previously sold. We usually keep a vehicle at our facility for 30 to 90 days, depending on the capacity of the yard and size of
the market, before it is crushed and sold to scrap metal processors. By maintaining a relatively short turnover period, we ensure
that our inventory is continually updated with different car options or removed from the yard when the saleable parts are
depleted.
Scrap and Other Materials
Our self service operations generate scrap metal, alloys and other materials that we sell to recyclers. Vehicles that we
no longer make available to the public and "crush only" vehicles acquired from other companies, including OEMs, are typically
crushed using equipment on site.
Customers
The customers of our self service yards are frequently do-it-yourself mechanics, small independent repair shops
servicing older vehicles, and auto rebuilders. The scrap from the vehicle hulks, when not processed by us, is sold to metals
recyclers, with whom we may also compete when procuring salvage vehicles for our operations.
Sales and Marketing
We list part prices for automobiles and light-duty trucks on regularly updated price sheets, with prices varying by part
type, but not by make or model. For instance, four cylinder engines are priced the same regardless of vehicle make, model, age
or condition. While we do not consider retail automotive chains to be our direct competitors, as their product offerings are
focused on maintenance products and mechanical parts, we may reference their prices on certain parts as a benchmark to ensure
our prices remain competitive.
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Competition
There are competitors operating self service businesses in all of the markets in which we operate. In some markets,
there are numerous competitors, often operating in close proximity to our operations. We try to differentiate our business by the
quality of the inventory and the size and cleanliness of the property.
EUROPE SEGMENT
Wholesale Automotive Products
Our European wholesale operating segment was formed in the fourth quarter of 2011 with our acquisition of ECP, a
leading distributor of automotive aftermarket parts in the U.K. ECP has approximately 9,000 employees with a large customer
base of both commercial and retail accounts. More than 75% of ECP’s revenue comes directly from the professional repair
segment. ECP’s main national distribution center supports its regional hubs and branch network with daily replenishment of
stock, providing our customers with what we believe to be the highest in-stock rate in the U.K. As of December 31, 2014, we
operated 214 selling locations, supported by 3 national distribution centers and 12 regional hubs (many of which are co-located
with selling locations), which allows us to reach most major markets within the U.K.
In March 2012, we launched our European aftermarket collision parts program through our ECP branch network. We
believe the historically low alternative collision parts usage percentage in Europe, which is currently less than 10%, provides an
opportunity for us in this segment, particularly as insurance companies look to lower their costs. To further our commitment to
expanding our European alternative collision parts program and becoming a leading one-stop shop supplier to the collision
repair industry in the U.K., we also offer automotive paint products and related accessories.
In May 2013, we acquired Sator, which allowed us to expand our presence in Europe to continental Europe.
Headquartered in Schiedam, the Netherlands, Sator is a market leading distributor of automotive aftermarket parts in Western
Europe. The acquisition of Sator expands LKQ's European footprint, further expands our European distribution network and
provides a potential platform to capitalize on the large and fragmented mechanical replacement part markets in Europe. Sator
also complements our existing ECP operations in the U.K. by allowing for potential cost savings from the leveraging of our
combined purchasing power given the significant overlap in suppliers and product mix. In 2014, we began to align Sator's
distribution model with that of our U.K operations through the acquisition of seven warehouse distributors, five of which were
customers of Sator. These acquisitions are integral to our plan to implement a two step distribution model, under which we are
selling directly to repair shops to improve our margins and drive product sales.
Sator has over 2,000 employees at 75 aftermarket warehouses that serve a diverse base of repair shop and warehouse
distributor customers. In 2014, Sator's sales included 171,000 SKUs. Sator generates approximately 90% of its revenue from
sales in the Netherlands and Belgium, with the remainder in Northern France and other European countries. With their
respective distribution networks, IT infrastructure and unique customer base, we believe ECP and Sator will serve as a platform
to expand into complementary products to increase market penetration in this segment, as well as to further develop a collision
repair parts business throughout Europe similar to our wholesale operations in North America.
In November 2014, we expanded our European segment to include salvage operations through our acquisition of a
business with salvage and vehicle repair facilities in Sweden and Norway. In addition to expanding our geographic presence in
continental Europe, we believe the acquisition provides us with the opportunity to leverage our experience in operating salvage
facilities in a new market and leaves us well positioned to expand our aftermarket operations to include these countries.
Inventory
Our inventory is primarily composed of mechanical aftermarket parts for the repair of vehicles 3 to 15 years old. Our
top selling products include brake pads, discs and sensors; electrical products such as spark plugs and batteries; clutches; filters;
and oil and automotive fluids. In 2014, our top six suppliers represented 31% of our inventory purchases, with our top supplier
representing approximately 10% of our purchases. No suppliers outside of our top six suppliers provided more than 3% of our
purchases during 2014.
The aftermarket products we distribute are purchased from vendors located primarily in the U.K. and continental
Europe. In 2014, we purchased 90% of our products from companies in Europe. The remaining 10% of our 2014 purchases
were sourced from vendors located primarily in China or Taiwan, some of which also supply collision parts for our Wholesale -
North American operations. In 2014, 46%, 44%, and 10% of our total inventory purchases were made in Euros, Pounds
Sterling, and U.S Dollars, respectively.
Customers
In our U.K. operations, we sell the majority of our products to nearly 35,000 customers primarily consisting of
professional repairers, including both independent mechanical repair shops and collision repair shops. In addition to our sales to
repair shops, we generate a portion of our revenue through sales to retail customers from ECP’s e-commerce platform and from
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counter sales at the branch locations. This retail component of ECP’s business has historically represented less than 10% of its
revenue.
Historically our distribution network in continental Europe operated under a three-step distribution model where the
immediate customer was the warehouse distributor. We are in the process of transforming the distribution model to a two-step
distribution model by internalizing those warehouse distributors. Our customer base currently consists of a combination of
warehouse distributors and local repair shops, and the demand for our products is driven by the needs of the same types of
professional repairers we service in our ECP operations. Sator markets directly to the mechanical repair shops through fliers
and other promotional materials and provides software to the repair shops, which the shops need for their operations. During
2014, no customer accounted for more than 2% of revenue.
Sales and Marketing
ECP’s customers will generally call a sales representative at the nearest branch to place an order. Using an electronic
automotive exchange and our integrated IT platform displaying inventory availability, our sales representatives locate the
appropriate replacement part for a customer. We set list prices for our products, and then apply a discount off of list, primarily
depending on each customer's purchasing volume. In 2012, we launched a business-to-business website with certain of our
customers to enable them to place product orders online through a customized interface that includes detailed parts
specifications, customer-specific pricing, and local branch availability and account information. We believe this customer
interface will result in fewer parts returns by improving order accuracy and will also reduce the time required by parts
specialists to advise customers. Whether placed via a phone order or online, customer orders are filled from the local branch or
routed to another location as necessary to fill the order.
Sator’s sales and marketing platform is a proprietary stock management system that provides repair shops, jobbers and
end users with an efficient system for ordering from our product catalog directly online. Through this online system, Sator is
able to actively monitor inventory levels at all stages in the aftermarket automotive parts value chain in its markets.
Similar to our North American wholesale operations, insurance companies significantly influence the purchasing
decisions for collision products in Europe. As a result, we are attempting to establish business relationships with insurance
companies and implement insurer-based marketing models in the U.K. by emphasizing the cost savings that can be achieved
through the use of alternative parts. As we continue to grow our collision parts offerings in the U.K., we believe we will be
well-positioned to serve as a lower-cost alternative for insured repairs throughout Europe given the majority of U.K. carriers
offer coverage in multiple European countries outside of the U.K.
Distribution
Our European operations employ a distribution model in which inventory is stored at regional distribution centers or
hubs, with fast moving product stored at branch locations (in our ECP operations) or at local warehouse distributors (in our
Sator operations) for timely delivery to the repair shop customers. Product is moved through the distribution network on our
vans or via common carrier. In our ECP operations, we also sometimes employ a third party motorcycle fleet to deliver parts
from our branch locations to nearby repair shop customers; as a result, our ECP branches can deliver certain in-stock parts
within one hour.
Competition
We view all suppliers of replacement repair products as our competitors, including other alternative parts suppliers and
OEMs and their dealer networks. While we compete with all alternative parts suppliers, there are few with national distribution
networks like ECP and Sator that can reach the majority of repair shop customers within the required delivery time. We believe
we have been able to distinguish ourselves from other alternative parts suppliers primarily through our distribution network,
efficient stock management systems and proprietary technology which allows us to deliver our products quickly, as well as
through our product lines and inventory availability, pricing and service. We compete with OEMs primarily on the basis of
price, service and availability.
SPECIALTY SEGMENT
Specialty Vehicle Aftermarket Equipment and Accessories
Our Specialty operating segment was formed in January 2014 with our acquisition of Keystone Specialty. Keystone
Specialty is a leading distributor and marketer of specialty vehicle aftermarket equipment and accessories in North America
serving the following six product segments: truck and off-road; speed and performance; recreational vehicle ("RV"); towing;
wheels, tires and performance handling; and miscellaneous accessories. We expanded our Specialty operating segment through
our October 2014 acquisition of a supplier of replacement parts, supplies and accessories for RVs. With these acquisitions, we
are a leading distributor and marketer of specialty vehicle aftermarket products and accessories, reaching most major markets
in the U.S. and Canada.
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Inventory
Our 2014 sales included more than 235,000 SKUs of specialty vehicle aftermarket equipment and accessories. Our top
selling products include trailer hitches; RV products such as satellite antennas, water pumps, waterproofing sealants and
combination washer/dryer units; and pickup truck bed covers. The specialty vehicle aftermarket equipment and accessories we
distribute are purchased from suppliers located primarily in the U.S., Canada and China. Specialty aftermarket suppliers are
typically small to medium-sized, independent businesses that focus on a narrow product or market niche. Due to the highly
fragmented supplier base for specialty vehicle aftermarket products, there is very little supplier concentration. In 2014,
approximately 15% of our specialty vehicle aftermarket purchases were made from our top 6 vendors, with our largest vendor
providing approximately 3% of our inventory.
Customers
Specialty automotive and RV aftermarket accessories and equipment are purchased by our customers to improve the
performance, functionality and appearance of their vehicles. Overall, the specialty vehicle aftermarket parts and accessories
market contains a fragmented customer base. A majority of product sales are through specialty vehicle product installation
outlets, automotive parts chains, or mail-order. In 2014, we sold products to more than 17,000 customers. Our customers are
principally small, independent retailers and installers of specialty vehicle automotive equipment. These businesses depend on
us to provide a broad range of products, rapid delivery, marketing support and technical assistance. In addition to traditional
customers, in recent years we have increased sales to several large automotive parts and online retailers. During 2014, our top 2
customers accounted for 7% of revenue, while no other customer accounted for more than 1% of revenue.
Sales and Marketing
Our employee sales force is comprised of inside sales personnel located within geographically-disbursed call centers
and outside sales personnel who call directly on customers in the field. This sales force receives customer orders, responds to
technical and other inquiries and proactively places outbound sales calls to customers. The focus of our outside sales force is to
identify and acquire new customers, and to further develop relationships with existing customers. Outside sales personnel are
responsible for specific geographic regions across the United States and Canada, and they work with regional managers to
penetrate and service new and existing markets. Outside sales personnel also sell value-added marketing services, such as
merchandising support.
Marketing programs include: catalogs; advertising, sponsorships and promotional activities; product level marketing
and merchandising support; and online initiatives. Our national footprint allows us to stage trade shows across the United
States, which provide an opportunity to improve sales through the showcasing of new and innovative products from our
vendors, directly to our customers. Through these sales and marketing initiatives, our goal is to continue to enhance our brand
and reputation as the leading distributor in the industry.
Distribution
Our Specialty operations employ a hub-and-spoke distribution model which enables us to transport products from our
15 inventory-stocking warehouse distribution centers to our 50 non-inventory stocking cross-docks, a majority of which are co-
located with our Wholesale - North America operations and provide distribution points to key regional markets. Over 325
delivery routes are used to provide multi-day per week delivery and returns of our products directly to and from our customers
in all 48 continental U.S. states and 9 Canadian provinces, and we ship globally to customers in over 40 countries. Keystone
Specialty also operates 18 retail stores in northeastern Pennsylvania. Our retail stores accounted for less than 5% of Specialty
segment revenue in 2014.
Competition
Industry participants have a variety of supply choices. Vendors can deliver products to market via warehouse
distributors and mail order catalogs, or directly to retailers and/or consumers. We view all suppliers of specialty vehicle
aftermarket equipment and accessories as our competitors. While we compete with all specialty vehicle aftermarket parts
suppliers, there are few with national distribution networks like LKQ’s that can reach the majority of customers within the
optimum delivery time. We believe we have been able to distinguish ourselves from other specialty vehicle aftermarket parts
suppliers primarily through our broad product selection, which encompasses popular and hard-to-find items or products, our
distribution network, and efficient stock management systems, as well as through our service. We compete on the basis of
product breadth and depth, rapid and dependable delivery, marketing initiatives, support services, and price.
INTELLECTUAL PROPERTY
We own various trade names and trademarks as a result of past acquisitions. In addition to acquired trade names and
trademarks, we also have technology based intellectual property that includes both internally developed websites and license
agreements. We do not believe that our business is materially dependent on any single or group of related trademarks, licenses
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or registrations, nor would the expiration of any particular intellectual property right or termination of any particular
intellectual property license agreement materially affect our business.
EMPLOYEES
As of December 31, 2014, we had approximately 29,500 employees. We are a party to a collective bargaining
agreement with a union that represents 44 employees at our Totowa, New Jersey facility. Approximately 750 of our employees
at our bumper refurbishing and engine remanufacturing operations in Mexico and 170 of our employees at our recycled parts
facility in Quebec City, Canada are also represented by unions. Other than these locations, none of our employees are members
of a union or participate in other collective bargaining arrangements. We consider our employee relations to be good.
FACILITIES
Our corporate headquarters are located at 500 West Madison Street, Chicago, Illinois 60661. We operate a field
support center in Nashville, Tennessee that performs certain centralized functions for our North American operations, including
accounting, procurement and information systems support. Our Specialty operations maintain primary procurement, accounting
and finance functions in Exeter, Pennsylvania. Certain back-office support functions for our segments are performed in
Bangalore, India. Our European operations maintain procurement, accounting and finance functions in Wembley, outside of
London, England and in Schiedam, the Netherlands. In addition to these offices, we have numerous operating facilities that
handle wholesale and self service retail product operations. We operate out of more than 750 locations in total, most of which
are leased. Many of our locations stock multiple product types or serve more than one function.
Included in our total locations are 216 facilities in the U.K., including the 500,000 square foot national distribution
center in Tamworth that houses inventory to supply the hubs and branches of our U.K. operations. We also operate 75 facilities
in continental Europe, 38 facilities in Canada, six facilities in Scandinavia, two facilities in Central America, one facility in
Mexico, and one facility in Brazil. Additionally, we operate an aftermarket parts warehouse in Taiwan to aggregate inventory
for shipment to our locations in North America.
INFORMATION TECHNOLOGY
In our North American operations, our aftermarket operations use a third party enterprise management system.
Additional third party software packages have been implemented to leverage the centralized data and information that a single
system provides, such as a data warehouse to conduct enhanced analytics and reporting, an integrated budgeting system, an
electronic data interchange tool, and eCommerce tools to enhance our online business-to-business initiatives -
OrderKeystone.com and Keyless. The systems used by our aftermarket operations are also used by all of our refurbishing
operations.
Our wholesale recycled product locations in North America operate an internally-developed, proprietary enterprise
management system called LKQX. We believe that the use of a single system across all of our wholesale recycled product
operations helps facilitate the sales process, allows for continued implementation of standard operating procedures, and yields
improved training efficiency, employee transferability, access to our national inventory database, management reporting and
data storage. The system also supports an electronic exchange process for identifying and locating parts at other select recyclers
and facilitates brokered sales to fill customer orders for items not in stock. Our bidding specialists responsible for procuring
vehicles for our wholesale salvage operations are equipped with a proprietary software application that compares the vehicles at
the salvage auctions to our current inventory, historical demand, and recent average selling prices to arrive at an estimated
maximum bid. This bidding system reduces the likelihood of purchasing unneeded parts that might result in obsolete inventory.
To better serve our customers, a consolidated approach has been taken for the electronic sale of aftermarket and
salvage products. A full suite of eCommerce services is available to approved partners that helps us improve order accuracy,
reduce return rate and better fit our customer workflow. Using these services in coordination with our partners, products can be
searched, priced and ordered without leaving the customers' own operating systems.
Online sales of our Specialty products take place through our ekeystone.com site. The site provides customers (i) the
ability to match products with the make and model of car thus allowing the customer to order the right part, (ii) the product
information (e.g. pictures, attributes) available for review and (iii) the convenience of searching inventory availability and
ordering the product on the site. Additionally, the site can provide sales opportunities by suggesting other parts to purchase
based on an inquiry submitted by the customer.
We operate a single enterprise system for all of our heavy-duty truck operations that supports inter-region sales to
reduce the potential for lost sales due to out-of-stock parts. We are also transitioning to a single IT platform to support our
remanufacturing operations. We operate an internally-developed point of sale system in our self service retail operations, which
allows enhanced management reporting as well as improved system reliability.
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Our aftermarket operations in the U.K. use a single integrated IT platform for our purchasing, branch stock, and
finance activities, which are further supported by a distribution center system to manage inventory movement. Our aftermarket
operations in continental Europe use several IT systems, which are linked to transfer data between systems, to manage
customer orders and inventory movement, and for financial reporting purposes.
The hardware that supports the systems used in our operations is located in offsite data centers. The centers are in
secure environments with around-the-clock monitoring, redundant power backup, and multiple, diverse data and
telecommunication routing. We use separate third party provided software for our financial systems such as financial and
budget reporting, general ledger accounting, accounts payable, payroll, and fixed assets. We currently protect our local
customer, inventory, and corporate consolidated data, such as financial information, e-mail files, and other user files, with daily
backups. These backups are stored off site with a third party data protection vendor. Additionally, we restrict access to
customer, employee and vendor data to those users that have permission granted to them as part of their job function. We have
made investments in various logging, encryption, event correlation and data loss prevention software to reduce the risk of
unauthorized access and extraction of personally identifiable information of all types including that of vendors, customers and
employees. Customer credit card information is not stored within the company’s computing environment, and the card
information is encrypted when it is transmitted and processed for authorization.
We continually evaluate our systems with the goal of ensuring that all critical systems remain secure, scalable, and
operational as our business grows.
REGULATION
Environmental Compliance
Our operations and properties are subject to extensive laws and regulations relating to environmental protection and
health and safety in the U.S. as well as other countries in which we operate. These environmental laws govern, among other
things, the emission and discharge of hazardous materials into the ground, air, or water; exposure to hazardous materials; and
the generation, handling, storage, use, treatment, identification, transportation, and disposal of industrial by-products, waste
water, storm water, and mercury and other hazardous materials.
We have made and will continue to make capital and other expenditures relating to environmental matters. We have an
environmental management process designed to facilitate and support our compliance with these requirements. We cannot
assure you, however, that we will at all times be in complete compliance with such requirements.
Although we presently do not expect to incur any capital or other expenditures relating to environmental controls or
other environmental matters in amounts that would be material to us, we may be required to make such expenditures in the
future. Environmental laws are complex, change frequently and have tended to become more stringent over time. Accordingly,
environmental laws may change or become more stringent in the future in a manner that could have a material adverse effect on
our business.
Contamination resulting from vehicle recycling processes can include soil and ground water contamination from the
release, storage, transportation, or disposal of gasoline, motor oil, antifreeze, transmission fluid, chlorofluorocarbons ("CFCs")
from air conditioners, other hazardous materials, or metals such as aluminum, cadmium, chromium, lead, and mercury.
Contamination from the refurbishment of chrome plated bumpers can occur from the release of the plating material.
Contamination can migrate on-site or off-site which can increase the risk, and the amount, of any potential liability.
In addition, many of our facilities are located on or near properties with a history of industrial use that may have
involved hazardous materials. As a result, some of our properties may be contaminated. Some environmental laws hold current
or previous owners or operators of real property liable for the costs of cleaning up contamination, even if these owners or
operators did not know of and were not responsible for such contamination. These environmental laws also impose liability on
any person who disposes of, treats, or arranges for the disposal or treatment of hazardous substances, regardless of whether the
affected site is owned or operated by such person, and at times can impose liability on companies deemed under law to be a
successor to such person. Third parties may also make claims against owners or operators of properties, or successors to such
owners or operators, for personal injuries and property damage associated with releases of hazardous or toxic substances.
When we identify a potential material environmental issue during our acquisition due diligence process, we analyze
the risks, and, when appropriate, perform further environmental assessment to verify and quantify the extent of the potential
contamination. Furthermore, where appropriate, we have established financial reserves for certain environmental matters. In
addition, at times we, or sellers from whom we purchased a business, have undertaken remediation projects. We do not
anticipate, based on currently available information and current laws, that we will incur liabilities in excess of reserves to
address environmental matters. However, in the event we discover new information or if laws change, we may incur significant
liabilities, which may exceed our reserves.
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Title Laws
In some states, when a vehicle is deemed a total loss, a salvage title is issued. Whether states issue salvage titles is
important to the supply of inventory for the vehicle recycling industry because an increase in vehicles that qualify as salvage
vehicles provides greater availability and typically lowers the price of such vehicles. Currently, these titling issues are a matter
of state law. In 1992, the U.S. Congress commissioned an advisory committee to study problems relating to vehicle titling,
registration, and salvage. Since then, legislation has been introduced seeking to establish national uniform requirements in this
area, including a uniform definition of a salvage vehicle. The vehicle recycling industry will generally favor a uniform
definition, since it will avoid inconsistencies across state lines, and will generally favor a definition that expands the number of
damaged vehicles that qualify as salvage. However, certain interest groups, including repair shops and some insurance
associations, may oppose this type of legislation. National legislation has not yet been enacted in this area, and there can be no
assurance that such legislation will be enacted in the future.
Anti-Car Theft Act
In 1992, Congress enacted the Anti-Car Theft Act to deter trafficking in stolen vehicles. The purpose of the law is to
implement an electronic system to track and monitor vehicle identification numbers and major automotive parts. In January
2009, the U.S. Department of Justice implemented the portion of the system to track and monitor vehicle identification
numbers. The portion of the system that would track and monitor major automotive parts would require various entities,
including automotive parts recyclers like us, to inspect salvage vehicles for the purpose of collecting the part number for any
"covered major part." The Department of Justice has not promulgated rules on this portion of the system, and therefore there
has been no progress on the implementation of the system to track and monitor major automotive parts. However, if this system
is fully implemented, the requirement to collect the information would place substantial burdens on vehicle recyclers, including
us, that otherwise would not normally exist. It would place similar burdens on repair shops, which may discourage the use by
such shops of recycled products. There is no pending initiative to implement the parts registration from a law enforcement point
of view. However, there is a risk that a heightened legislative concern over safety of parts might precipitate an effort to push for
the implementation of such rules.
Legislation Affecting Automotive Repair Parts
Most states have laws relating to the use of aftermarket products in motor vehicle collision repair work. The
provisions of these laws may include consumer disclosure, vehicle owner's consent regarding the use of aftermarket products in
the repair process, and the requirement to have aftermarket products certified by an independent testing organization. Some
jurisdictions have laws that regulate the sale of certain recycled products that we provide, such as airbags. Additional laws of
this kind may be enacted in the future. An increase in the number of states passing such legislation with prohibitions or
restrictions that are more severe than current laws could have a material adverse impact on our business. Additionally, Congress
could enact federal legislation restricting the use of aftermarket and recycled automotive products used in the course of
collision repair.
SEASONALITY
Our operating results are subject to quarterly variations based on a variety of factors, influenced primarily by seasonal
changes in weather patterns. During the winter months, we tend to have higher demand for our vehicle replacement products
because there are more weather related accidents, which generate repairs. We expect our specialty operations to generate
greater revenue and earnings in the first half of the year, when vehicle owners tend to install specialty products.
ITEM 1A.
RISK FACTORS
Risks Relating to Our Business
Our operating results and financial condition have been and could continue to be adversely affected by the economic and
political conditions in the U.S. and elsewhere.
Changes in economic and political conditions in the U.S. and other countries in which we are located or do business
could have a material effect on our company. Changes in such conditions have, in some periods, resulted in fewer miles driven,
fewer accident claims, and a reduction of vehicle repairs, all of which could negatively affect our business. Our sales are also
impacted by changes to the economic health of vehicle owners. The economic health of vehicle owners is affected by many
factors, including, among others, general business conditions, interest rates, inflation, consumer debt levels, the availability of
consumer credit, taxation, fuel prices, unemployment trends and other matters that influence consumer confidence and
spending. Many of these factors are outside of our control. If any of these conditions worsen, our business, results of
operations, financial condition and cash flows could be adversely affected.
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In addition, economic conditions, including decreased access to credit, may result in financial difficulties leading to
restructurings, bankruptcies, liquidations and other unfavorable events for our customers, suppliers, logistics and other service
providers and financial institutions that are counterparties to our credit facilities and interest rate swap transactions. These
unfavorable events affecting our business partners could have an adverse effect on our business, results of operations, financial
condition and cash flows.
We face intense competition from local, national, international, and internet-based vehicle products providers, and this
competition could negatively affect our business.
The vehicle replacement products industry is highly competitive and is served by numerous suppliers of OEM,
recycled, aftermarket, refurbished and remanufactured products. Within each of these categories of suppliers, there are local
owner-operated companies, larger regional suppliers, national and international providers, and internet-based suppliers.
Providers of vehicle replacement products that have traditionally sold only certain categories of such products may decide to
expand their product offerings into other categories of vehicle replacement products, which may further increase competition.
Some of our current and potential competitors may have more operational expertise; greater financial, technical, manufacturing,
distribution, and other resources; longer operating histories; lower cost structures; and better relationships in the insurance and
vehicle repair industries or with consumers, than we do. In certain regions of the U.S., local vehicle recycling companies have
formed cooperative efforts to compete in the wholesale recycled products industry. Similarly in Europe, some local companies
are part of cooperative efforts to compete in the aftermarket parts industry. As a result of these factors, our competitors may be
able to provide products that we are unable to supply, provide their products at lower costs, or supply products to customers that
we are unable to serve.
We believe that a majority of collision parts by dollar amount are supplied by OEMs, with the balance being supplied
by distributors like us. The OEMs are therefore in a position to exert pricing pressure in the marketplace. We compete with the
OEMs primarily on price and to a lesser extent on service and quality. From time to time, OEMs have experimented with
reducing prices on specific products to match the lower prices of alternative products. If such price reductions were to become
widespread, it could have a material adverse impact on our business.
Claims by OEMs relating to aftermarket products could adversely affect our business.
OEMs and other manufacturers have attempted to use claims of intellectual property infringement against
manufacturers and distributors of aftermarket products to restrict or eliminate the sale of aftermarket products that are the
subject of the claims. The OEMs have brought such claims in federal court and with the U.S. International Trade Commission.
To the extent OEMs and other manufacturers are seeking and obtaining more design patents than they have in the
past and are successful in asserting infringement of these patents and defending their validity, we could be restricted or
prohibited from selling certain aftermarket products, which could have an adverse effect on our business. We will likely incur
significant expenses investigating and defending intellectual property infringement claims. In addition, aftermarket products
certifying organizations may revoke the certification of parts that are the subject of the claims. Lack of certification may
negatively impact us because many major insurance companies recommend or require the use of aftermarket products only if
they have been certified by an independent certifying organization.
In December 2005 and May 2008, Ford Global Technologies, LLC filed complaints with the International Trade
Commission against us and others alleging that certain aftermarket products imported into the U.S. infringed on Ford design
patents. The parties settled these matters in April 2009 pursuant to a patent license arrangement that expires in March 2015. In
January 2014, Chrysler Group, LLC filed a complaint against us in the U.S. District Court in the Eastern District of Michigan
contending that certain aftermarket parts we sell infringe Chrysler design patents relating to the Dodge Ram pickup truck. The
parties settled this matter in June 2014 pursuant to a patent license arrangement that expires in June 2019. In the event that these
license arrangements, or other similar license arrangements with OEMs, are terminated or we are unable to agree upon renewal
terms, we may be subject to costs and uncertainties of litigation as well as restrictions on our ability to sell aftermarket parts
that replicate parts covered by design patents.
An adverse change in our relationships with our suppliers or auction companies or a disruption to our supply of inventory
could increase our expenses and impede our ability to serve our customers.
Our business is dependent on a relatively small number of suppliers of aftermarket products, a large portion of which
are sourced from Taiwan. We incur substantial freight costs to import parts from our suppliers, many of whom are located in
Asia. If the cost of freight rose we might not be able to pass the cost increases on to our customers. Furthermore, although
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alternative suppliers exist for substantially all aftermarket products distributed by us, the loss of any one supplier could have a
material adverse effect on us until alternative suppliers are located and have commenced providing products. In addition, we
are subject to disruptions from work stoppages and other labor disputes at port facilities through which we import our
inventory. Moreover, our operations are subject to the customary risks of doing business abroad, including, among other things,
natural disasters, transportation costs and delays, political instability, currency fluctuations and the imposition of tariffs, import
and export controls and other non-tariff barriers (including changes in the allocation of quotas), as well as the uncertainty
regarding future relations between China, Japan and Taiwan. Because a substantial volume of our sales involves products
manufactured from sheet metal, we can be adversely impacted if sheet metal becomes unavailable or is only available at higher
prices, which we may not be able to pass on to our customers. Additionally, as manufacturers convert to raw materials other
than steel, it may be more difficult or expensive to source aftermarket parts made with such materials and it may be more
difficult for repair shops to work with such materials in the repair process.
Most of our salvage and a portion of our self service inventory is obtained from vehicles offered at salvage auctions
operated by several companies that own auction facilities in numerous locations across the U.S. We do not typically have
contracts with the auction companies. According to industry analysts, a small number of companies control a large percentage
of the salvage auction market in the U.S. If an auction company prohibited us from participating in its auctions, began
competing with us, or significantly raised its fees, our business could be adversely affected through higher costs or the resulting
potential inability to service our customers. Moreover, we face competition in the purchase of vehicles from direct competitors,
rebuilders, exporters and others. To the extent that the number of bidders increases, it may have the effect of increasing our cost
of goods sold for wholesale recycled products. Some states regulate bidders to help ensure that salvage vehicles are purchased
for legal purposes by qualified buyers. Auction companies have been actively seeking to reduce, circumvent or eliminate these
regulations, which would further increase the number of bidders. In addition, there is a limited supply of salvage vehicles in the
U.S. As we grow and our demand for salvage vehicles increases, the costs of these incremental vehicles could be higher.
We also acquire inventory directly from insurance companies, OEMs, and others. To the extent that these suppliers
decide to discontinue these arrangements, our business could be adversely affected through higher costs or the resulting
potential inability to service our customers.
We rely upon insurance companies to promote the usage of alternative parts.
Our success depends, in part, on the acceptance and promotion of alternative parts usage by automotive insurance
companies. Alternative parts usage has generally increased over the past ten years but has stabilized recently. There can be no
assurance that such usage will be maintained or will increase in the future. In addition, in some places we operate, alternative
parts usage is relatively low. We also rely on business relationships with insurance companies. These insurance companies
encourage vehicle repair facilities to use products we provide. The business relationships include in some cases participation in
aftermarket quality and service assurance programs that may result in a higher usage of our aftermarket products than would be
the case without the programs. Our arrangements with these companies may be terminated by them at any time, including in
connection with their own business concerns relating to the offering, availability, standards or operations of the aftermarket
quality and service assurance programs. We rely on these relationships for sales to some collision repair shops, and a
termination of these relationships may result in a loss of sales, which could adversely affect our results of operations.
In an Illinois lawsuit involving State Farm Mutual Automobile Insurance Company ("Avery v. State Farm"), a jury
decided in October 1999 that State Farm breached certain insurance contracts with its policyholders by using non-OEM
replacement products to repair damaged vehicles when use of such products did not restore the vehicle to its "pre-loss
condition." The jury found that State Farm misled its customers by not disclosing the use of non-OEM replacement products
and the alleged inferiority of those products. The jury assessed damages against State Farm of $456 million, and the judge
assessed an additional $730 million of disgorgement and punitive damages for violations of the Illinois Consumer Fraud Act. In
April 2001, the Illinois Appellate Court upheld the verdict but reduced the damage award by $130 million because of
duplicative damage awards. On August 18, 2005, the Illinois Supreme Court reversed the awards made by the circuit court and
found, among other things, that the plaintiffs had failed to establish any breach of contract by State Farm. The U.S. Supreme
Court declined to hear an appeal of this case. As a result of this case, some insurance companies reduced or eliminated their use
of aftermarket products. Our financial results could be adversely affected if insurance companies modified or terminated the
arrangements pursuant to which repair shops buy aftermarket or recycled products from us due to a fear of similar claims.
We may not be able to sell our products due to existing or new laws and regulations prohibiting or restricting the sale of
aftermarket, recycled, refurbished or remanufactured products.
Some jurisdictions have enacted laws prohibiting or severely restricting the sale of certain recycled products that we
provide, such as airbags. These and other jurisdictions could enact similar laws or could prohibit or severely restrict the sale of
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additional recycled products. In addition, the Federal Trade Commission (FTC) has issued guides which regulate the use of
certain terms such as “rebuilt” or “remanufactured” in connection with the sale of automotive parts. Restrictions on the products
we are able to sell and on the marketing of such products could decrease our revenue and have an adverse effect on our business
and operations.
Most states have passed laws that prohibit or limit the use of aftermarket products in collision repair work and/or
require enhanced disclosure or vehicle owner consent before using aftermarket products in such repair work. Additional
legislation of this kind may be introduced in the future. If additional laws prohibiting or restricting the use of aftermarket
products are passed, it could have an adverse impact on our aftermarket products business. Certain organizations test the quality
and safety of vehicle replacement products. If these organizations decide not to test a particular vehicle product or in the event
that such organizations decide that a particular vehicle product does not meet applicable quality or safety standards, we may
decide to discontinue sales of such product or insurance companies may decide to discontinue authorization of repairs using
such product. Such events could adversely affect our business.
We may not be able to successfully acquire new businesses or integrate acquisitions, which could cause our business to
suffer.
We may not be able to successfully complete potential strategic acquisitions if we cannot reach agreement on
acceptable terms or for other reasons. Moreover, we may not be able to identify a sufficient number of acquisition candidates at
reasonable prices to maintain our growth objectives. Also, over time, we will likely seek to make acquisitions that are relatively
larger as we grow. Larger acquisition candidates may attract additional competitive buyers, which could increase our cost or
could cause us to lose such acquisitions.
If we buy a company or a division of a company, we may experience difficulty integrating that company's or
division's personnel and operations, which could negatively affect our operating results. In addition:
• the key personnel of the acquired company may decide not to work for us;
• customers of the acquired company may decide not to purchase products from us;
• suppliers of the acquired company may decide not to sell products to us;
• we may experience business disruptions as a result of information technology systems conversions;
• we may experience additional financial and accounting challenges and complexities in areas such as tax planning,
treasury management, and financial reporting;
• we may be held liable for environmental, tax or other risks and liabilities as a result of our acquisitions, some of which
we may not have discovered during our due diligence;
• we may intentionally assume the liabilities of the companies we acquire, which could result in material adverse affects
on our business;
• our existing business may be disrupted or receive insufficient management attention;
• we may not be able to realize the cost savings or other financial benefits we anticipated, either in the amount or in the
time frame that we expect; and
• we may incur debt or issue equity securities to pay for any future acquisition, the issuance of which could involve the
imposition of restrictive covenants or be dilutive to our existing stockholders.
Our annual and quarterly performance may fluctuate.
Our revenue, cost of goods sold, and operating results have fluctuated on a quarterly and annual basis in the past and
can be expected to continue to fluctuate in the future as a result of a number of factors, some of which are beyond our control.
Future factors that may affect our operating results include, but are not limited to, those listed in the Special Note on Forward-
Looking Statements in this Annual Report on Form 10-K. Accordingly, our results of operations may not be indicative of future
performance. These fluctuations in our operating results may cause our results to fall below our published financial guidance
and the expectations of public markets, which could cause our stock price or the value of our debt instruments to decline.
Fluctuations in the prices of metals and other commodities could adversely affect our financial results.
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Our recycling operations generate scrap metal and other metals that we sell. After we dismantle a salvage vehicle for
wholesale parts and after vehicles have been used in our self service retail business, the remaining vehicle hulks are sold to
scrap processors and other remaining metals are sold to processors and brokers of metals. In addition, we receive "crush only"
vehicles from other companies, including OEMs, which we dismantle and which generate scrap metal and other metals. The
prices of scrap and other metals have historically fluctuated, sometimes significantly, due to market factors. In addition, buyers
may stop purchasing metals entirely due to excess supply. To the extent that the prices of metals decrease materially or buyers
stop purchasing metals, our revenue from such sales will suffer and a write-down of our inventory value could be required. The
cost of our wholesale recycled and our self service retail inventory purchases will change as a result of fluctuating scrap metal
and other metals prices. In a period of falling metal prices, there can be no assurance that our inventory purchasing cost will
decrease the same amount or at the same rate as the scrap metal and other metals prices decline, and there may be a delay
between the scrap metal and other metals price reductions and any inventory cost reductions. The prices of steel, aluminum, and
plastics are components of the cost to manufacture products for our aftermarket business. If the price of commodities rise and
result in higher costs to us for products we sell, we may not be able to pass these higher costs on to our customers.
If we determine that our goodwill or other intangible assets have become impaired, we may incur significant charges to our
pre-tax income.
Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. In
the future, goodwill and intangible assets may increase as a result of acquisitions. Goodwill is reviewed at least annually for
impairment. Impairment may result from, among other things, deterioration in the performance of acquired businesses,
increases in our cost of capital, adverse market conditions, and adverse changes in applicable laws or regulations, including
modifications that restrict the activities of the acquired business. As of December 31, 2014, our total goodwill subject to future
impairment testing was $2.3 billion. For further discussion of our annual impairment test, see "Goodwill Impairment" in the
Critical Accounting Policies and Estimates section of Item 7 in this Annual Report on Form 10-K.
We amortize other intangible assets over the assigned useful lives, each of which is based upon the expected period to
be benefited. We review other intangible assets for possible impairment whenever events or circumstances indicate that the
carrying value may not be recoverable. In the event conditions change that affect our ability to realize the underlying cash flows
associated with our intangible assets, we may record an impairment charge. As of December 31, 2014, the value of our other
intangible assets, net of accumulated amortization, was $246 million.
If the number of vehicles involved in accidents declines or the number of cars being repaired declines, our business could
suffer.
Our business depends on vehicle accidents and mechanical failures for both the demand for repairs using our products
and the supply of recycled, remanufactured and refurbished parts. Thus, our business is impacted by factors which influence the
number and/or severity of accidents and mechanical failures including, but not limited to, the number of vehicles on the road,
the number of miles driven, the ages of drivers, the occurrence and severity of certain weather conditions, the congestion of
traffic, the use of cellular telephones and other electronic equipment by drivers, the use of alcohol and drugs by drivers, the
effectiveness of accident avoidance systems in new vehicles, the reliability of new OEM parts, and the condition of roadways.
Additionally, an increase in fuel prices may cause the number of vehicles on the road, the number of miles driven, and the need
for mechanical repairs and maintenance to decline, as motorists seek alternative transportation options. Mild weather
conditions, particularly during winter months, tend to result in a decrease in vehicle accidents. Moreover, a number of states
and municipalities have adopted, or are considering adopting, legislation banning the use of handheld cellular telephones or
other electronic devices while driving, and such restrictions could lead to a decline in accidents.
Systems designed to help drivers avoid accidents are becoming more prevalent and more technologically
sophisticated. To the extent OEMs install or are mandated by law to install accident avoidance systems in their vehicles, the
number and severity of accidents could decrease, which could have a material adverse effect on our business.
The average number of new vehicles sold annually has fluctuated from year-to-year. Periods of decreased sales could
result in a reduction in the number of vehicles on the road and consequently fewer vehicles involved in accidents or in need of
mechanical repair or maintenance. Substantial further declines in automotive sales in the future could have a material adverse
effect on our business, results of operations and/or financial condition. In addition, if vehicle population trends result in a
disproportionately high number of older vehicles on the road, insurance companies may find it uneconomical to repair such
vehicles or there could be less costly repairs. If vehicle population trends result in a disproportionately high number of newer
vehicles on the road, the demand generally for mechanical repairs and maintenance would likely decline due to the newer,
longer-lasting parts in the vehicle population and mechanical failures being covered by OEM warranties for the first years of a
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vehicle's life. Moreover, alternative collision and mechanical parts are less likely to be used on newer vehicles.
Our business may be adversely affected by union activities and labor laws.
A small percentage of our employees are represented by labor unions and work under collective bargaining or similar
agreements, which are subject to periodic renegotiation. From time to time, there have been efforts to organize additional
portions of our workforce and those efforts can be expected to continue. In addition, the U.S. Department of Labor or applicable
foreign government agencies could adopt new regulations or interpret existing regulations that could make it significantly easier
for unionization efforts to be successful. Also, we may in the future be subject to strikes or work stoppages and other labor
disruptions. Additional unionization efforts, new collective bargaining agreements, and work stoppages could materially
increase our costs and reduce revenue and could limit our flexibility in terms of work schedules, reductions in force and other
operational matters.
We also are subject to federal and state laws and regulations, such as the Fair Labor Standards Act, that govern such
matters as minimum wage, overtime and other working conditions. Some of these laws are technical in nature and could be
subject to interpretation by government agencies different than our interpretations. Efforts to comply with existing laws,
changes to such laws and newly-enacted laws may increase our labor costs. If we were found not to be in compliance with such
laws, we could be subject to fines, penalties and liabilities to our employees or government agencies.
Governmental agencies may refuse to grant or renew our operating licenses and permits.
Our operating subsidiaries must obtain licenses and permits from state and local governments to conduct their
operations. When we develop or acquire a new facility, we must seek the approval of state and local units of government.
Governmental agencies may resist the establishment of a vehicle recycling or refurbishing facility in their communities. There
can be no assurance that future approvals or transfers will be granted. In addition, there can be no assurance that we will be able
to maintain and renew the licenses and permits our operating subsidiaries currently hold.
If we lose our key management personnel, we may not be able to successfully manage our business or achieve our
objectives.
Our future success depends in large part upon the leadership and performance of our executive management team and
key employees at the operating level. If we lose the services of one or more of our executive officers or key employees, or if
one or more of them decides to join a competitor or otherwise compete directly or indirectly with us, we may not be able to
successfully manage our business or achieve our business objectives. If we lose the services of any of our key employees at the
operating or regional level, we may not be able to replace them with similarly qualified personnel, which could harm our
business.
We rely on information technology and communication systems in critical areas of our operations and a disruption relating
to such technology could harm our business.
Some of the information technology systems and communication systems we use for management of our facilities and
our financial functions are leased from or operated by other companies, while others are owned by us. In the event that the
providers of these systems terminate their relationships with us or if we suffer prolonged outages of these or our own systems
for whatever reason, we could suffer disruptions to our operations.
In the event that we decide to switch providers or to implement upgrades or replacements to our own systems, we
may also suffer disruptions to our business. We may be unsuccessful in the development of our own systems, and we may
underestimate the costs and expenses of developing and implementing our own systems. Also, our revenue may be hampered
during the period of implementing an alternative system, which period could extend longer than we anticipated.
Our business involves the storage of personal information about our customers and employees. We have taken
reasonable and appropriate steps to protect this information; however, if we experience a significant data security breach, we
could be exposed to damage to our reputation, additional costs, lost sales or possible regulatory action. The regulatory
environment related to information security and privacy is constantly changing, and compliance with those requirements could
result in additional costs. There is no guarantee that the procedures that we have implemented to protect against unauthorized
access to secured data are adequate to safeguard against all data security breaches, and such a breach could potentially have a
negative impact on our results of operations and financial condition.
Business interruptions in our distribution centers or other facilities may affect our operations, the function of our computer
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systems, and/or the availability and distribution of merchandise, which may affect our business.
Weather, terrorist activities, war or other disasters, or the threat of any of them, may result in the closure of our
distribution centers (“DC”s) or other facilities or may adversely affect our ability to deliver inventory through our system on a
timely basis. This may affect our ability to timely provide products to our customers, resulting in lost sales or a potential loss of
customer loyalty. Some of our merchandise is imported from other countries and these goods could become difficult or
impossible to bring into the United States or into the other countries in which we operate, and we may not be able to obtain
such merchandise from other sources at similar prices. Such a disruption in revenue could potentially have a negative impact
on our results of operations and financial condition.
If we experience problems with our fleet of trucks, our business could be harmed.
We use a fleet of trucks to deliver the majority of the products we sell. We are subject to the risks associated with
providing trucking services, including inclement weather, disruptions in the transportation infrastructure, governmental
regulation, availability and price of fuel, liabilities arising from accidents to the extent we are not covered by insurance, and
insurance premium increases. In addition, our failure to deliver products in a timely and accurate manner could harm our
reputation and brand, which could have a material adverse effect on our business.
We are subject to environmental regulations and incur costs relating to environmental matters.
We are subject to various federal, state, and local environmental protection and health and safety laws and regulations
governing, among other things: the emission and discharge of hazardous materials into the ground, air, or water; exposure to
hazardous materials; and the generation, handling, storage, use, treatment, identification, transportation, and disposal of
industrial by-products, waste water, storm water, and mercury and other hazardous materials. We are also required to obtain
environmental permits from governmental authorities for certain of our operations. If we violate or fail to obtain or comply with
these laws, regulations, or permits, we could be fined or otherwise sanctioned by regulators. We could also become liable if
employees or other parties are improperly exposed to hazardous materials.
Under certain environmental laws, we could be held responsible for all of the costs relating to any contamination at,
or migration to or from, our or our predecessors' past or present facilities and at independent waste disposal sites. These laws
often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous
substances.
Environmental laws are complex, change frequently, and have tended to become more stringent over time. Our costs
of complying with current and future environmental and health and safety laws, and our liabilities arising from past or future
releases of, or exposure to, hazardous substances, may adversely affect our business, results of operations, or financial
condition.
We could be subject to product liability claims and involved in product recalls.
If customers of repair shops that purchase our products are injured or suffer property damage, we could be subject to
product liability claims by such customers. The successful assertion of this type of claim could have an adverse effect on our
business, results of operations or financial condition. In addition, we may become involved in the recall of a product that is
determined to be defective. The expenses of a recall and the damage to our reputation could have an adverse effect on our
business, results of operations or financial condition.
We have agreed to defend and indemnify in certain circumstances insurance companies and customers against claims
and damages relating to product liability and product recalls. The existence of claims or damages for which we must defend and
indemnify these parties could also negatively impact our business, results of operations or financial condition.
Regulations that may be issued under the Anti-Car Theft Act could harm our business.
In 1992, Congress enacted the Anti-Car Theft Act to deter trafficking in stolen vehicles. The purpose of the law is to
implement an electronic system to track and monitor vehicle identification numbers and major automotive parts. In January
2009, the U.S. Department of Justice implemented the portion of the system to track and monitor vehicle identification
numbers. The portion of the system that would track and monitor major automotive parts would require various entities,
including automotive parts recyclers like us, to inspect salvage vehicles for the purpose of collecting the part number for any
"covered major part." The Department of Justice has not promulgated rules on this portion of the system, and therefore there
has been no progress on the implementation of the system to track and monitor major automotive parts. However, if this system
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is fully implemented, the requirement to collect the information would place substantial burdens on automotive parts recyclers,
including us, that otherwise would not normally exist. It would place similar burdens on repair shops, which may discourage
the use of recycled products by such shops.
We operate in foreign jurisdictions, which exposes us to foreign exchange and other risks.
We have operations in Belgium, Canada, France, Mexico, Sweden, The Netherlands, Taiwan and the U.K., and we
may expand our operations in these countries and into other countries. Our foreign operations expose us to additional risks
associated with international business, which could have an adverse effect on our business, results of operations and/or financial
condition, including import and export requirements and compliance with anti-corruption laws, such as the U.K. Bribery Act
2010 and the Foreign Corrupt Practices Act. We also incur costs in currencies, other than our functional currencies, in the
countries in which we operate. We are thus subject to foreign exchange exposure to the extent that we operate in different
currencies, as well as exposure to foreign tax and other foreign and domestic laws. In addition, Mexico is currently
experiencing a heightened level of criminal activity that could affect our ability to maintain our supply of certain aftermarket
products.
New regulations related to conflict-free minerals may force us to incur additional expenses and otherwise adversely impact
our business.
In August 2012, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted
final rules regarding disclosure of the use of certain minerals, known as conflict minerals, originating from the Democratic
Republic of Congo (DRC) or adjoining countries. These new requirements impose significant burdens on U.S. public
companies. Compliance with the rules requires substantial due diligence in an effort to determine whether products contain the
conflict minerals. The results of such due diligence efforts must be disclosed on an annual basis in a filing with the SEC.
Our supply chain is complex and we may incur significant costs to determine the source of any such minerals used in
our products. We may also incur costs with respect to potential changes to products, processes or sources of supply as a
consequence of our diligence activities. Further, the implementation of these rules and their effect on customer, supplier and/or
consumer behavior could adversely affect the sourcing, supply and pricing of materials used in our products. As there may be
only a limited number of suppliers offering products free of conflict minerals in some circumstances, we cannot be sure that we
will be able to obtain necessary products from such suppliers in sufficient quantities or at competitive prices. We may face
reputational challenges if we determine that certain of our products contain minerals not determined to be conflict-free or if we
are unable to sufficiently verify the origins for all conflict minerals used in our products through the procedures we implement.
Accordingly, these rules could have a material adverse effect on our business, results of operations and/or financial condition.
Risks Relating to Our Common Stock and Financial Structure
Future sales of our common stock or other securities may depress our stock price.
We and our stockholders may sell shares of common stock or other equity, debt or instruments which constitute an
element of our debt and equity (collectively, "securities") in the future. We may also issue shares of common stock under our
equity incentive plan or in connection with future acquisitions. We cannot predict the size of future issuances of securities or the
effect, if any, that future issuances and sales of shares of our common stock or other securities will have on the price of our
common stock. Sales of substantial amounts of common stock (including shares issued in connection with an acquisition), the
issuance of additional debt securities, or the perception that such sales or issuances could occur, may cause the price of our
common stock to fall.
The market price of our common stock may be volatile and could expose us to securities class action litigation.
The stock market and the price of our common stock may be subject to wide fluctuations based upon general economic
and market conditions. The market price for our common stock may also be affected by our ability to meet analysts’
expectations. Failure to meet such expectations, even slightly, could have an adverse effect on the market price of our common
stock. In addition, stock market volatility has had a significant effect on the market prices of securities issued by many companies
for reasons unrelated to the operating performance of these companies. Downturns in the stock market may cause the price of our
common stock to decline. Additionally, the market price for our common stock has been in the past, and in the future may be,
adversely affected by allegations made or reports issued by short sellers, analysts or others regarding our business model, our
management or our financial accounting.
Following periods of volatility in the market price of a company’s securities, securities class action litigation has often
24
been instituted against such companies. If similar litigation were instituted against us, it could result in substantial costs and a
diversion of our management’s attention and resources, which could have an adverse effect on our business.
Delaware law, our charter documents and our loan documents may impede or discourage a takeover, which could affect the
price of our stock.
The anti-takeover provisions of our certificate of incorporation and bylaws, our loan documents and Delaware law
could, together or separately, impose various impediments to the ability of a third party to acquire control of us, even if a
change in control would be beneficial to our existing stockholders. Our certificate of incorporation and bylaws have provisions
that could discourage potential takeover attempts and make attempts by stockholders to change management more difficult. Our
credit agreement provides that a change of control is an event of default. Our incorporation under Delaware law and these
provisions could also impede an acquisition, takeover, or other business combination involving us or discourage a potential
acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the price of our
common stock.
We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and
our ability to obtain financing in the future and to react to changes in our business.
As of December 31, 2014, we had $1.9 billion aggregate principal amount of debt outstanding, including $664 million
under our senior secured credit facilities, $600 million aggregate principal amount of 4.75% senior notes due 2023, $433.1
million under our term loan, and $95 million under our accounts receivable securitization program. As of December 31, 2014,
we also had $1.1 billion of undrawn availability (after giving effect to approximately $60 million of outstanding letters of
credit) under our revolving credit facilities and $2 million of undrawn availability under our accounts receivable securitization
program.
Our significant amount of debt and our debt service obligations could limit our ability to satisfy our obligations, limit
our ability to operate our business and impair our competitive position.
For example, it could:
• increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations,
because a portion of our borrowings are and will continue to be at variable rates of interest;
• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would
reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general
corporate purposes;
• limit our flexibility in planning for, or reacting to, changes in our business and industry;
• place us at a disadvantage compared to competitors that may have proportionately less debt;
• limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in
our debt agreements; and
• increase our cost of borrowing.
In addition, if we or our subsidiaries incur additional debt, the risks associated with our substantial leverage and the
ability to service such debt would increase.
Although we are subject to our senior secured credit facilities for so long as they remain in effect, the indenture that
governs the senior notes does not restrict the future incurrence of unsecured indebtedness, guarantees or other obligations. The
indenture contains certain limitations on our ability to incur liens on assets, sell our assets, make dividends and distributions and
engage in sale and leaseback transactions. However, these limitations are subject to important exceptions. In addition, the
indenture does not contain many other restrictions, including certain restrictions contained in our senior secured credit facilities,
including, without limitation, investments, incurring indebtedness or prepaying subordinated indebtedness or engaging in
transactions with our affiliates.
Our senior secured credit facilities impose significant operating and financial restrictions on us and our subsidiaries, which
may prevent us from capitalizing on business opportunities.
25
Our senior secured credit facilities impose significant operating and financial restrictions on us. These restrictions
limit our ability, among other things, to:
• incur, assume or permit to exist additional indebtedness (including guarantees thereof);
• pay dividends or certain other distributions on our capital stock or repurchase our capital stock or prepay subordinated
indebtedness;
• incur liens on assets;
• make certain investments or other restricted payments;
• engage in transactions with affiliates;
• sell certain assets or merge or consolidate with or into other companies;
• guarantee indebtedness; and
• alter the business we conduct.
As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be
unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities.
The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will
be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers
from the lenders and/or amend the covenants. The failure to comply with any of these covenants would cause a default under
the credit agreement. A default, if not waived, could result in acceleration of our debt, in which case the debt would become
immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it.
Even if new financing were available, it may be on terms that are less attractive to us than our existing credit facilities or it may
be on terms that are not acceptable to us.
We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to
satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition
and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial,
business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating
activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and
capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and
capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative
measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results
and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might
be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to
consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be
adequate to meet any debt service obligations then due. Any future refinancing of our indebtedness could be at higher interest
rates and may require us to comply with more onerous covenants which could further restrict our business operations.
Additionally, the senior secured credit facilities and the indenture that governs our senior notes limit the use of the proceeds
from certain dispositions of our assets; as a result, our senior secured credit facilities and our senior notes may prevent us from
using the proceeds from such dispositions to satisfy all of our debt service obligations.
In addition, we are a holding company and repayment of our indebtedness is dependent upon cash flow generated by
our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are
borrowers or guarantors of the indebtedness, our subsidiaries do not have any obligation to pay amounts due on the
indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or be permitted to, make
distributions to enable us to make payments in respect of our indebtedness. Each of our subsidiaries is a distinct legal entity
and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries
and, under certain circumstances, distributions from our subsidiaries may be subject to significant taxes that reduce the amount
of such distributions available to us. In the event that we do not receive sufficient distributions from our subsidiaries, we may
be unable to make required principal and interest payments on our indebtedness.
Our future capital needs may require that we seek to refinance our debt or obtain additional debt or equity financing, events
26
that could have a negative effect on our business.
We may need to raise additional funds in the future to, among other things, refinance existing debt, fund our existing
operations, improve or expand our operations, respond to competitive pressures, or make acquisitions. From time to time, we
may raise additional funds through public or private financing, strategic alliances, or other arrangements. Funds may not be
available or available on terms acceptable to us as a result of different factors, including but not limited to turmoil in the credit
markets that results in the tightening of credit conditions and current or future regulations applicable to the financial institutions
from whom we seek financing. If adequate funds are not available on acceptable terms, we may be unable to meet our business
or strategic objectives or compete effectively. If we raise additional funds by issuing equity securities, stockholders may
experience dilution of their ownership interests, and the newly issued securities may have rights superior to those of the
common stock. If we raise additional funds by issuing debt, we may be subject to higher borrowing costs and further limitations
on our operations. If we refinance or restructure our debt, we may incur charges to write off the unamortized portion of deferred
debt issuance costs from a previous financing, or we may incur charges related to hedge ineffectiveness from our interest rate
swap obligations. In addition, there are restrictions in the indenture that governs our senior notes on our ability to refinance the
notes prior to 2018. If we fail to raise capital when needed, our business may be negatively affected.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to
increase significantly and could affect the value of our senior notes.
Certain borrowings under our senior secured credit facilities and the borrowing under our accounts receivable
securitization facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service
obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net
income and cash flows, including cash available for servicing our indebtedness, would correspondingly decrease. Moreover,
changes in market interest rates could affect the trading value of our senior notes.
A downgrade in our credit rating would impact our cost of capital and could impact the market value of our senior notes.
Credit ratings have an important effect on our cost of capital. Credit rating agencies rate our debt securities on factors
that include, among other items, our results of operations, business decisions that we make, their view of the general outlook for
our industry, and their view of the general outlook for the economy. Actions taken by the rating agencies can include
maintaining, upgrading, or downgrading the current rating or placing us on a watch list for possible future downgrading. We
believe our current credit ratings enhance our ability to borrow funds at favorable rates. A downgrade in our current credit
rating from a rating agency could adversely affect our cost of capital by causing us to pay a higher interest rate on borrowed
funds under our credit facilities. A downgrade could also adversely affect the market price and/or liquidity of our senior notes,
preventing a holder from selling the notes at a favorable price, as well as adversely affect our ability to issue new notes in the
future or incur other indebtedness upon favorable terms.
The right to receive payments on the senior notes is effectively junior to those lenders who have a security interest in our
assets.
Our obligations under the senior notes and our guarantors’ obligations under their guarantees of the senior notes are
unsecured, but our and each co-borrower’s obligations under our senior secured credit facilities and each guarantor’s
obligations under their respective guarantees of the senior secured credit facilities are secured by a security interest in
substantially all of our domestic tangible and intangible assets, including the stock of most of our wholly-owned United States
subsidiaries and the stock of certain of our non-United States subsidiaries. If we are declared bankrupt or insolvent, or if we
default under our senior secured credit facilities, the lenders could declare all of the funds borrowed thereunder, together with
accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the
pledged assets to the exclusion of holders of the senior notes, even if an event of default exists under the indenture governing
the notes. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the senior
notes, then that guarantor will be released from its guarantee of the senior notes automatically and immediately upon such sale.
In any such event, because the senior notes are not secured by any of our assets or the equity interests in subsidiary guarantors,
it is possible that there would be no assets remaining from which claims by holders of the senior notes could be satisfied or, if
any assets remained, they might be insufficient to satisfy claims fully.
United States federal and state statutes allow courts, under specific circumstances, to void the senior notes and the
guarantees, subordinate claims in respect of the senior notes and the guarantees, and require holders of the senior notes to
return payments received from us or the guarantors.
Our direct and indirect domestic subsidiaries that are obligors under the senior secured credit facilities also guarantee the
27
obligations under the senior notes. Our issuance of the senior notes and the issuance of the guarantees by the guarantors under
the secured credit facilities and the senior notes may be subject to review under state and federal laws if a bankruptcy,
liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were
commenced at some future date by, or on behalf of, our unpaid creditors or the unpaid creditors of a guarantor. Under the
federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may avoid or otherwise decline to
enforce the senior secured credit facilities, the senior notes or a guarantor’s guarantee, or may subordinate the senior secured
credit facilities, the senior notes or such guarantee to our or the applicable guarantor’s existing and future indebtedness. While
the relevant laws may vary from state to state, a court might do so if it found that when indebtedness under the senior secured
credit facilities was incurred, or the senior notes were issued, or when the applicable guarantor entered into its guarantee, or, in
some states, when payments became due under the senior secured credit facilities, the senior notes or such guarantee, the
borrower, the issuer or the applicable guarantor received less than reasonably equivalent value or fair consideration and:
• was insolvent or rendered insolvent by reason of such incurrence;
• was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or
• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.
A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the
senior secured credit facilities, the senior notes or such guarantee if we or such guarantor did not substantially benefit directly
or indirectly from the senior secured credit facilities or the issuance of the senior notes. The measures of insolvency for
purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, a borrower, an issuer or a guarantor, as applicable, would be considered
insolvent if:
• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;
• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability
on its existing debts, including contingent liabilities, as they become absolute and mature; or
• it could not pay its debts as they become due.
A court might also void the senior secured credit facilities, the senior notes or a guarantee, without regard to the above
factors, if the court found that the senior secured credit facilities or the senior notes were incurred or issued or the applicable
guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. In addition, any payment by us or
a guarantor pursuant to the senior secured credit facilities, the senior notes or its guarantee could be avoided and required to be
returned to us or such guarantor or to a fund for the benefit of our or such guarantor’s creditors, and accordingly the court might
direct the lenders under the senior secured credit facilities or the holders of the senior notes to repay any amounts already
received from us or such guarantor. Although each guarantee will contain a “savings clause” intended to limit the subsidiary
guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its
subsidiary guarantee to be a fraudulent transfer, this provision may not be effective to protect any subsidiary guarantees from
being avoided under fraudulent transfer law. Furthermore, in Official Committee of Unsecured Creditors of TOUSA, Inc. v
Citicorp North America, Inc., the United States Bankruptcy Court in the Southern District of Florida held that a savings clause
similar to the savings clause included in the documents relating to our senior secured credit facilities and senior notes was
unenforceable. As a result, the subsidiary guarantees were found to be fraudulent conveyances. The United States Court of
Appeals for the Eleventh Circuit recently affirmed the liability findings of the Bankruptcy Court without ruling directly on the
enforceability of savings clauses generally. If the TOUSA decision were followed by other courts, the risk that the guarantees
would be deemed fraudulent conveyances would be significantly increased.
To the extent a court avoids the senior secured credit facilities or the senior notes or any of the guarantees as fraudulent
transfers or holds the senior secured credit facilities or the senior notes or any of the guarantees unenforceable for any other
reason, the lenders under the senior secured credit facilities or the holders of the senior notes, as the case may be, would cease
to have any direct claim against us or the applicable guarantor. If a court were to take this action, our or the applicable
guarantor’s assets would be applied first to satisfy our or the applicable guarantor’s other liabilities, if any, and might not be
applied to the payment of the senior secured credit facilities or the senior notes, as the case may be. Sufficient funds to repay
the senior secured credit facilities and the senior notes may not be available from other sources, including the remaining
guarantors, if any.
Not all of our subsidiaries have guaranteed our senior secured credit facilities or our senior notes, and the assets of our
non-guarantor subsidiaries may not be available to make payments on such obligations.
28
Not all of our subsidiaries have guaranteed the senior secured credit facilities or the senior notes. In the event that any
non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its
indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary
before any of those assets are made available to the lenders under the senior secured credit facilities or the holders of the senior
notes. Consequently, claims in respect of the senior secured credit facilities and the senior notes are structurally subordinated to
all of the liabilities of our non-guarantor subsidiaries, including trade payables, and any claims of third party holders of
preferred equity interests, if any, in our non-guarantor subsidiaries. For the year ended December 31, 2014, our subsidiaries that
are not borrowers under or do not guarantee the senior secured credit facilities and our subsidiaries that do not guarantee the
senior notes represented approximately 33% and 25% of our total revenue and operating income, respectively. In addition, these
non-guarantor subsidiaries represented approximately 35% and 36% of our total assets and total liabilities, respectively, as of
December 31, 2014 (excluding, in each case, intercompany amounts) with respect to both the senior secured credit facilities and
the senior notes. Of these amounts, as of the same date, our subsidiaries that do not guarantee the senior notes and our
subsidiaries that do not guarantee the senior secured credit facilities had approximately $647.6 million of outstanding
indebtedness (which includes $523.9 million of borrowings under our revolving credit facilities by foreign subsidiaries that are
borrowers under the revolving credit facilities but that do not guarantee the notes).
We may not be able to repurchase the senior notes upon a change of control or pursuant to an asset sale offer.
Upon a change of control, as defined in the indenture governing the senior notes, the holders of the notes will have the
right to require us to offer to purchase all of the notes then outstanding at a price equal to 101% of their principal amount plus
accrued and unpaid interest. Such a change of control would also be an event of default under our senior secured credit
facilities. In order to obtain sufficient funds to pay amounts due under the senior secured credit facilities and the purchase price
of the outstanding senior notes, we expect that we would have to refinance our indebtedness. We cannot assure you that we
would be able to refinance our indebtedness on reasonable terms, if at all. Our failure to offer to purchase all outstanding senior
notes or to purchase all validly tendered senior notes would be an event of default under the indenture. Such an event of default
may cause the acceleration of our other debt. Our other debt also may contain restrictions on repayment requirements with
respect to specified events or transactions that constitute a change of control under the indenture.
The definition of change of control in the indenture governing the senior notes includes a phrase relating to the sale of “all
or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable
law. Accordingly, the ability of a holder of senior notes to require us to repurchase its notes as a result of a sale of less than all
our assets to another person may be uncertain.
In addition, in certain circumstances as specified in the indenture governing the senior notes, we will be required to
commence an asset sale offer, as defined in the indenture, pursuant to which we will be obligated to purchase certain senior
notes at a price equal to 100% of their principal amount plus accrued and unpaid interest with the proceeds we receive from
certain asset sales. Our other debt may contain restrictions that would limit or prohibit us from completing any such asset sale
offer. In particular, our senior secured credit facilities contain provisions that require us, upon the sale of certain assets, to apply
all of the proceeds from such asset sale to the prepayment of amounts due under the senior secured credit facilities. The
mandatory prepayment obligations under the senior secured credit facilities will be effectively senior to our obligations to make
an asset sale offer with respect to the senior notes under the terms of the indenture. Our failure to purchase any such senior
notes when required under the indenture would be an event of default under the indenture.
Key terms of the senior notes will be suspended if the notes achieve investment grade ratings and no default or event of
default has occurred and is continuing.
Many of the covenants in the indenture governing the senior notes will be suspended if the notes are rated investment
grade by Standard & Poor’s and Moody’s provided at such time no default or event of default has occurred and is continuing,
including those covenants that restrict, among other things, our ability to pay dividends, incur liens and to enter into certain
other transactions. There can be no assurance that the senior notes will ever be rated investment grade. However, suspension of
these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in
force (although provisions under our other debt, like the senior secured credit facilities, may continue to restrict us from
engaging in these transactions), and the effects of any such transactions will be permitted to remain in place even if the senior
notes are subsequently downgraded below investment grade.
The liquidity and market value of the senior notes may change due to a variety of factors.
The liquidity of any trading market in the senior notes, and the market price quoted for the senior notes, may be adversely
29
affected by changes in the overall market for these types of securities, changes in interest rates, changes in our ratings, and
changes in our financial performance or prospects or in the prospects for companies in our industries generally.
We rely on an accounts receivable securitization program for a portion of our liquidity.
We have an arrangement whereby we sell an interest in a portion of our accounts receivable to a special purpose
vehicle and receive funding through the commercial paper market. This arrangement expires in October 2017. In the event that
the market for commercial paper were to close or otherwise become constrained, our cost of credit relative to this program
could rise, or credit could be unavailable altogether.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our properties are described in Item 1 of this Annual Report on Form 10-K, and such description is incorporated by
reference into this Item 2. Our properties are sufficient to meet our present needs, and we do not anticipate any difficulty in
securing additional space to conduct operations or additional office space, as needed, on terms acceptable to us.
ITEM 3.
LEGAL PROCEEDINGS
The Office of the District Attorney of Harris County, Texas has been investigating a possible violation of the Texas
Clean Water Act in connection with alleged discharges of petroleum products at two of our facilities in Texas. We are in
negotiations with the Office of the District Attorney to resolve this matter. The resolution will likely involve a monetary
payment to Harris County for the alleged violations at each location. The amount of each payment individually and the amount
of the payments in the aggregate are expected to have a de minimis effect on our financial position, results of operations and
cash flows.
In addition, we are from time to time subject to various claims and lawsuits incidental to our business. In the opinion
of management, currently outstanding claims and suits will not, individually or in the aggregate, have a material adverse effect
on our financial position, results of operations or cash flows.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
30
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NASDAQ Global Select Market ("NASDAQ") under the symbol "LKQ." At
December 31, 2014, there were 25 record holders of our common stock. The following table sets forth, for the periods
indicated, the range of the high and low sales prices of shares of our common stock on NASDAQ.
2013
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$ 23.99
$ 20.09
26.58
32.29
34.32
32.90
29.84
29.21
29.64
20.28
25.38
30.61
24.46
24.95
25.15
25.04
We have not paid any cash dividends on our common stock. We intend to continue to retain our earnings to finance our
growth and for general corporate purposes. We do not anticipate paying any cash dividends on our common stock in the
foreseeable future. In addition, our senior secured credit agreement and our senior notes indenture contain, and future financing
agreements may contain, limitations on payment of cash dividends or other distributions of assets. Based on limitations in
effect under our senior secured credit agreement and senior notes indenture as of December 31, 2014, the maximum amount of
dividends we could pay in 2015 is approximately $550 million. The limit on the payment of dividends is calculated using
historical financial information and will change from period to period.
The following graph compares the percentage change in the cumulative total returns on our common stock, the
NASDAQ Stock Market (U.S.) Index and the following group of peer companies (the "Peer Group"): Copart, Inc.; O'Reilly
Automotive, Inc.; Genuine Parts Company; and Fastenal Co., for the period beginning on December 31, 2009 and ending on
December 31, 2014 (which was the last day of our 2014 fiscal year). The stock price performance in the following graph is not
necessarily indicative of future stock price performance. The graph assumes that the value of an investment in each of the
Company's common stock, the NASDAQ Stock Market (U.S.) Index and the Peer Group was $100 on December 31, 2009 and
that all dividends, where applicable, were reinvested.
31
Comparison of Cumulative Return
Among LKQ Corporation, the NASDAQ Stock Market (U.S.) Index and the Peer Group
LKQ Corporation
NASDAQ Stock Market (U.S.) Index
Peer Group
12/31/2009
12/31/2010
12/31/2011
12/31/2012
12/31/2013
12/31/2014
$
$
$
100
100
100
$
$
$
116
118
141
$
$
$
154
117
190
$
$
$
215
138
211
$
$
$
336
191
266
$
$
$
287
221
335
This stock performance information is "furnished" and shall not be deemed to be "soliciting material" or subject to
Rule 14A, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject
to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, whether made before or after the date of this report and irrespective of any general
incorporation by reference language in any such filing, except to the extent that it specifically incorporates the information by
reference.
Issuer Purchases of Equity Securities
The following table presents the stock repurchase activity for each of the three months in the quarter
ended December 31, 2014:
32
Period
October 1, 2014 - October 31, 2014
November 1, 2014 - November 30, 2014
December 1, 2014 - December 31, 2014
Total
Total Number
of Shares
Purchased(1)
4,695
—
—
4,695
Average Price
Paid Per
Share
$
$
26.75
—
—
26.75
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
—
—
—
—
—
—
—
—
(1) Represents shares withheld to satisfy estimated statutory income tax obligations due upon the vesting of restricted
stock.
Information about our common stock that may be issued under our equity compensation plans as of
December 31, 2014 included in Part III, Item 12 of this Annual Report on Form 10-K is incorporated herein by
reference.
33
ITEM 6.
SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Item 7 of this Annual Report on Form 10-K and our consolidated
financial statements and related notes included in Item 8 of this Annual Report on Form 10-K.
(in thousands, except per share data)
Statements of Income Data:
Revenue
Cost of goods sold
Gross margin
Operating income
Other expense (income)
Interest expense
Other (income) expense, net
Income from continuing operations before
provision for income taxes
Provision for income taxes
Equity in earnings of unconsolidated
subsidiaries
Income from continuing operations
Basic earnings per share from continuing
operations
Diluted earnings per share from continuing
operations
Weighted average shares outstanding-basic
Weighted average shares outstanding-diluted
Year Ended December 31,
2014
(1)
2013
(2)
2012
(3)
2011
(4)
2010
(5)
$ 6,740,064
$ 5,062,528
$ 4,122,930
$ 3,269,862
$ 2,469,881
4,088,151
2,651,913
649,868
2,987,126
2,075,402
530,180
2,398,790
1,724,140
437,953
1,877,869
1,391,993
361,483
1,376,401
1,093,480
297,877
64,542
(2,562)
587,888
204,264
(2,105)
381,519
1.26
1.25
302,343
306,045
$
$
$
51,184
3,169
475,827
164,204
—
311,623
1.04
1.02
299,574
304,131
$
$
$
31,429
(2,643)
409,167
147,942
—
261,225
0.88
0.87
295,810
300,693
$
$
$
24,307
1,405
335,771
125,507
—
210,264
0.72
0.71
292,252
296,750
$
$
$
29,765
(2,013)
270,125
103,007
—
167,118
0.58
0.57
286,542
291,714
$
$
$
Other Financial Data:
Net cash provided by operating activities
$
Net cash used in investing activities
Net cash provided by financing activities
Capital expenditures
Business acquisitions(6)
Depreciation and amortization
Balance Sheet Data:
Total assets
Working capital
2014
2013
2012
2011
2010
Year Ended December 31,
$
370,897
(920,994)
519,003
$
428,056
(505,606)
165,941
$
206,190
(352,534)
157,072
$
211,772
(571,607)
311,411
140,950
775,921
125,437
90,186
408,384
86,463
88,255
265,336
70,165
86,416
486,934
54,505
159,183
(191,583)
18,962
61,438
143,578
41,428
Long-term obligations, including current portion
1,864,562
Stockholders' equity
2,720,657
$ 5,573,492
$ 4,518,774
$ 3,723,456
$ 3,199,704
$ 2,299,509
1,566,721
1,121,864
1,305,781
2,350,745
896,407
1,118,478
1,964,094
752,042
956,076
611,555
600,954
1,644,085
1,414,161
(1)
(2)
(3)
Includes results of operations of Keystone Specialty from its acqusition effective January 3, 2014 and 22 other
businesses from their respective acquisition dates in 2014.
Includes the results of operations of Sator Beheer B.V. from its acquisition effective May 1, 2013 and 19 other
businesses from their respective acquisition dates in 2013.
Includes the results of operations of 30 businesses from their respective acquisition dates in 2012. Our 2012 results
include gains totaling $17.9 million, which are included in Cost of goods sold, resulting from lawsuit settlements with
certain of our aftermarket product suppliers.
34
(4)
(5)
(6)
Includes the results of operations of Euro Car Parts Holdings Limited from its acquisition effective October 1, 2011
and 20 other businesses from their respective acquisition dates in 2011. Our 2011 results include a loss on debt
extinguishment of $5.3 million related to our execution of our new senior secured credit facilities on March 25, 2011.
The loss on debt extinguishment is included in Other expense, net.
Includes the results of operations of 20 businesses from their respective acquisition dates in 2010.
Includes cash paid for acquisitions, net of cash acquired.
35
ITEM 7.
Overview
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We provide replacement parts, components and systems used in the repair and maintenance of vehicles, as well as
specialty vehicle products and accessories.
Buyers of vehicle replacement products have the option to purchase from primarily five sources: new products
produced by original equipment manufacturers ("OEMs"), which are commonly known as OEM products; new products
produced by companies other than the OEMs, which are sometimes referred to as aftermarket products; recycled products
obtained from salvage vehicles; used products that have been refurbished; and used products that have been remanufactured.
We distribute a variety of products to collision and mechanical repair shops, including aftermarket collision and mechanical
products, recycled collision and mechanical products, refurbished collision products such as wheels, bumper covers and lights,
and remanufactured engines. Collectively, we refer to these products as alternative parts because they are not new OEM
products.
We are the nation’s largest provider of alternative vehicle collision replacement products and a leading provider of
alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major
markets in the United States and Canada. We are also a leading provider of alternative vehicle replacement and maintenance
products in the United Kingdom and the Benelux region of continental Europe. In addition to our wholesale operations, we
operate heavy truck facilities and self service retail facilities across the U.S. that sell recycled automotive products from end-of-
life-vehicles. In 2014, we expanded our product offering to include specialty vehicle aftermarket equipment and accessories
through the acquisition of Keystone Specialty.
We are organized into four operating segments: Wholesale - North America; Wholesale - Europe; Self Service; and
Specialty. We aggregate our North American operating segments (Wholesale - North America and Self Service) into one
reportable segment, resulting in three reportable segments: North America, Europe and Specialty.
Our revenue, cost of goods sold, and operating results have fluctuated on a quarterly and annual basis in the past and
can be expected to continue to fluctuate in the future as a result of a number of factors, some of which are beyond our control.
Factors that may affect our operating results include, but are not limited to, those listed in the Special Note on Forward-
Looking Statements in Part I, Item 1 of this Annual Report on Form 10-K. Accordingly, our historical results of operations may
not be indicative of future performance.
Acquisitions and Investments
Since our inception in 1998, we have pursued a growth strategy through both organic growth and acquisitions. We
have pursued acquisitions that we believe will help drive profitability, cash flow and stockholder value. Our principal focus for
acquisitions is companies that are market leaders, will expand our geographic presence and enhance our ability to provide a
wide array of automotive products to our customers through our distribution network.
On January 3, 2014, we completed our acquisition of Keystone Specialty. Keystone Specialty is a leading distributor
and marketer of specialty vehicle aftermarket equipment and accessories in North America serving the following six product
segments: truck and off-road; speed and performance; recreational vehicle; towing; wheels, tires and performance handling;
and miscellaneous accessories. Our acquisition of Keystone Specialty allows us to enter into new product lines and increase the
size of our addressable market. In addition, we believe that the acquisition creates logistics and administrative cost synergies
and potential cross-selling opportunities.
In addition to our acquisition of Keystone Specialty, we made 22 acquisitions during 2014, including 9 wholesale
businesses in North America, 9 wholesale businesses in Europe, 2 self service retail operations, and 2 specialty vehicle
aftermarket businesses. Our European acquisitions included seven aftermarket parts distribution businesses in the Netherlands,
five of which were customers of and distributors for our Netherlands subsidiary, Sator. In the Netherlands, we are currently
converting our existing distribution model to better align with that of our U.K. operations. This realignment will allow us to sell
directly to the end repair shop customer versus through a local wholesale distributor, which we expect to improve margins,
customer service, and fulfillment rates, and position us well to introduce additional product categories, such as collision and
specialty vehicle, in the long term. Our other acquisitions completed during the year ended December 31, 2014 enabled us to
expand into new product lines and enter new markets.
During the year ended December 31, 2013, we completed 20 acquisitions, including our May 2013 acquisition of
Sator, a vehicle mechanical aftermarket parts distribution company based in the Netherlands, with operations in the
Netherlands, Belgium and Northern France. With the acquisition of Sator, we expanded our geographic presence in the
European vehicle mechanical aftermarket products market into continental Europe to complement our existing U.K. operations.
36
In addition to our acquisition of Sator, we acquired 10 wholesale businesses in North America, 7 wholesale businesses in
Europe and 2 self service operations. Our European acquisitions included five automotive paint distribution businesses in the
U.K., which enabled us to expand our collision product offerings. The other acquisitions completed during 2013 enabled us to
expand into new product lines and enter new markets.
In August 2013, we entered into an agreement with Suncorp Group, a leading general insurance group in Australia and
New Zealand, to develop an alternative vehicle replacement parts business in those countries. We are contributing our
experience to help establish automotive parts recycling operations and to facilitate the procurement of aftermarket parts, while
Suncorp is supplying salvage vehicles to the venture as well as assisting in establishing relationships with repair shops as
customers. Our investment expanded our geographic presence into Australia and New Zealand and provides the opportunity to
establish a leadership position in the supply of alternative parts in those countries.
During the year ended December 31, 2012, we made 30 acquisitions in North America, including 22 wholesale
businesses and 8 self service retail operations. These acquisitions enabled us to expand our geographic presence and to enter
new markets. Additionally, two of our acquisitions were completed with a goal of improving the recovery from scrap and other
metals harvested from the vehicles we purchase: a precious metals refining and reclamation business and a scrap metal
shredder.
Sources of Revenue
We report our revenue in two categories: (i) parts and services and (ii) other. Our parts and services revenue is
generated from the sale of vehicle products and related services including (i) aftermarket, other new and refurbished products
and (ii) recycled, remanufactured and related products and services. For the year ended December 31, 2014, parts and services
revenue represented approximately 90% of our consolidated revenue.
The majority of our parts and services revenue is generated from the sale of vehicle replacement products to collision
and mechanical repair shops. Our vehicle replacement products include sheet metal crash parts such as doors, hoods, and
fenders; bumper covers; engines; head and tail lamps; and wheels. The demand for these products is influenced by several
factors, including the number of vehicles in operation, the number of miles being driven, the frequency and severity of vehicle
accidents, the age profile of vehicles in accidents, the availability and pricing of new OEM parts, seasonal weather patterns and
local weather conditions. Additionally, automobile insurers exert significant influence over collision repair shops as to how an
insured vehicle is repaired and the cost level of the products used in the repair process. Accordingly, we consider automobile
insurers to be key demand drivers of our vehicle replacement products. While they are not our direct customers, we do provide
insurance carriers services in an effort to promote the increased usage of alternative replacement products in the repair process.
Such services include the review of vehicle repair order estimates, direct quotation services to insurance company adjusters and
an aftermarket parts quality and service assurance program. We neither charge a fee to the insurance carriers for these services
nor adjust our pricing of products for our customers when we perform these services for insurance carriers. There is no standard
price for many of our vehicle replacement products, but rather a pricing structure that varies from day to day based upon such
factors as product availability, quality, demand, new OEM product prices, the age and mileage of the vehicle from which the
part was obtained, competitor pricing and our product cost.
With our January 3, 2014 acquisition of Keystone Specialty, our revenue from aftermarket, other new and refurbished
products also includes revenue generated from the sale of specialty aftermarket vehicle equipment and accessories. These
products are primarily sold to a large customer base of specialty vehicle retailers and equipment installers, including mostly
independent, single-site operators. Specialty vehicle aftermarket products are typically installed on vehicles within the first year
of ownership to enhance functionality, performance or aesthetics. As a result, the demand for these products is influenced by
new and used vehicle sales and the overall economic health of vehicle owners, which may be affected by general business
conditions, interest rates, inflation, consumer debt levels and other matters that influence consumer confidence and spending.
The prices for our specialty vehicle products are based on manufacturers' suggested retail prices, with discounts applied based
on prevailing market conditions, customer volumes and promotions that we may offer from time to time.
For the year ended December 31, 2014, revenue from other sources represented approximately 10% of our
consolidated sales. These other sources include scrap sales and sales of aluminum ingots and sows. We derive scrap metal from
several sources, including vehicles that have been used in both our wholesale and self service recycling operations and from
OEMs and other entities that contract with us for secure disposal of "crush only" vehicles. Other revenue will vary from period
to period based on fluctuations in commodity prices and the volume of materials sold.
37
Cost of Goods Sold
Our cost of goods sold for aftermarket products includes the price we pay for the parts, freight, and overhead costs
related to the purchasing, warehousing and distribution of our inventory, including labor, facility and equipment costs and
depreciation. Our aftermarket products are acquired from a number of vendors. Our cost of goods sold for refurbished products
includes the price we pay for cores, freight, and costs to refurbish the parts, including direct and indirect labor, facility and
equipment costs, depreciation and other overhead related to our refurbishing operations.
Our cost of goods sold for recycled products includes the price we pay for the salvage vehicle and, where applicable,
auction, towing and storage fees. Prices for salvage vehicles may be impacted by a variety of factors, including the number of
buyers competing to purchase the vehicles, the demand and pricing trends for used vehicles, the number of vehicles designated
as “total losses” by insurance companies, the production level of new vehicles (which provides the source from which salvage
vehicles ultimately come), the age of vehicles at auction and the status of laws regulating bidders or exporters of salvage
vehicles. From time to time, we may also adjust our buying strategy to target vehicles with different attributes (for example,
age, level of damage, revenue potential). Due to changes relating to these factors, we have seen the prices we pay for salvage
vehicles fluctuate over time. Our cost of goods sold also includes labor and other costs we incur to acquire and dismantle such
vehicles. Our labor and labor-related costs related to acquisition and dismantling generally account for between 8% and 10% of
our cost of goods sold for vehicles we dismantle. The acquisition and dismantling of salvage vehicles is a manual process and,
as a result, energy costs are not material. Our cost of goods sold for remanufactured products includes the price we pay for
cores; freight; and costs to remanufacture the products, including direct and indirect labor, facility and equipment costs,
depreciation and other overhead related to our remanufacturing operations.
Some of our salvage mechanical products are sold with a standard six-month warranty against defects. Additionally,
some of our remanufactured engines are sold with a standard three-year warranty against defects. We also provide a limited
lifetime warranty for certain of our aftermarket products that is supported by certain of the suppliers of those products. We
record the estimated warranty costs at the time of sale using historical warranty claims information to project future warranty
claims activity and related expenses.
Other revenue is primarily generated from the hulks and unusable parts of the vehicles we acquire for our wholesale
and self service recycled product operations, and therefore, the costs of these sales include the proportionate share of the price
we pay for the salvage vehicles as well as the applicable auction, storage and towing fees and internal costs to purchase and
dismantle the vehicles. Our cost of goods sold for other revenue will fluctuate based on the prices paid for salvage vehicles,
which may be impacted by a variety of factors as discussed above.
Expenses
Our facility and warehouse expenses primarily include our costs to operate our aftermarket selling warehouses,
salvage yards and self service retail facilities. These costs include personnel expenses such as wages, incentive compensation
and employee benefits for plant management and facility and warehouse personnel, as well as rent for our facilities and related
utilities, property taxes, repairs and maintenance. The costs included in facility and warehouse expenses do not relate to
inventory processing or conversion activities and, as such, are classified below the gross margin line on our Consolidated
Statements of Income.
Our distribution expenses primarily include our costs to prepare and deliver our products to our customers. Included in
our distribution expense category are personnel costs such as wages, employee benefits and incentive compensation for drivers;
third party freight costs; fuel; and expenses related to our delivery and transfer trucks, including vehicle leases, repairs and
maintenance and insurance.
Our selling and marketing expenses primarily include salary, commission and other incentive compensation expenses
for sales personnel; advertising, promotion and marketing costs; credit card fees; telephone and other communication expenses;
and bad debt expense. Personnel costs generally account for between 75% and 80% of our selling and marketing expenses.
Most of our sales personnel are paid on a commission basis. The number and quality of our sales force is critical to our ability
to respond to our customers’ needs and increase our sales volume. Our objective is to continually evaluate our sales force,
develop and implement training programs, and utilize appropriate measurements to assess our selling effectiveness.
Our general and administrative expenses primarily include the costs of our corporate offices and field support center,
which provide management, treasury, accounting, legal, payroll, business development, human resources and information
systems functions. General and administrative expenses include wages, benefits, stock-based compensation and other incentive
compensation for corporate, regional and administrative personnel; information systems support and maintenance expenses;
and accounting, legal and other professional fees.
38
Seasonality
Our operating results are subject to quarterly variations based on a variety of factors, influenced primarily by seasonal
changes in weather patterns. During the winter months, we tend to have higher demand for our vehicle replacement products
because there are more weather related accidents, which generate repairs. We expect our specialty vehicle operations to
generate greater revenue and earnings in the first half of the year, when vehicle owners tend to install specialty products.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make estimates, assumptions, and judgments that affect the
reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, assumptions, and judgments, including those related to revenue recognition,
inventory valuation, business combinations, and goodwill impairment. We base our estimates on historical experience and on
various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis
for our judgments about the carrying values of assets and liabilities and our recognition of revenue. Actual results may differ
from these estimates.
Revenue Recognition
We recognize and report revenue from the sale of vehicle products when they are shipped to or picked up by the
customers and title has transferred, subject to an allowance for estimated returns, discounts and allowances that management
estimates based upon historical information. A product would ordinarily be returned within a few days of shipment. Our
customers may earn discounts based upon sales volumes or sales volumes coupled with prompt payment. Allowances are
normally given within a few days following product shipment. We analyze historical returns and allowances activity by
comparing the items to the original invoice amounts and dates. We use this information to project future returns and allowances
on products sold. If actual returns and allowances are higher than our historical experience, there would be an adverse impact
on our operating results in the period of occurrence.
We recognize revenue from the sale of scrap metal, other metals, and cores when title has transferred, which typically
occurs upon delivery to the customer.
Inventory Accounting
Aftermarket and Refurbished Product Inventory. Our aftermarket inventory cost is established based on the average
price we pay for parts, and includes expenses incurred for freight and overhead costs. For items purchased from foreign
companies, import fees and duties and transportation insurance are also included. Refurbished inventory cost is based on the
average price we pay for cores, and also includes expenses incurred for freight, labor and other overhead related to our
refurbishing operations.
Salvage and Remanufactured Inventory. Our salvage inventory cost is established based upon the price we pay for a
vehicle, including auction, towing and storage fees, as well as expenditures for buying and dismantling vehicles. Inventory
carrying value is determined using the average cost to sales percentage at each of our facilities and applying that percentage to
the facility's inventory at expected selling prices, the assessment of which incorporates the sales probability based on a part's
days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability
for salvage vehicles. Remanufactured inventory cost is based upon the price paid for cores, and also includes expenses incurred
for freight, direct manufacturing costs and overhead related to our remanufacturing operations.
All inventory is recorded at the lower of cost or market. The carrying value of our inventory includes a provision for
excess and obsolete inventory, which we calculate based on a detailed review of current inventory on hand, historical sales
experience, and anticipated demand. The carrying value is adjusted downward when anticipated demand is less than inventory
on hand, inventories have become obsolete or inventory costs are in excess of net realizable value.
Business Combinations
We record our acquisitions under the acquisition method of accounting, under which the acquisition purchase price is
allocated to the assets acquired and liabilities assumed based upon their respective fair values. We utilize management
estimates and, in some instances, independent third-party valuation firms to assist in determining the fair values of assets
acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require us to make significant
assumptions, including projections of future events and operating performance. The purchase price allocation is subject to
change during the measurement period, which is limited to one year subsequent to the acquisition date.
39
Goodwill Impairment
We are required to test our goodwill for impairment at least annually. When testing goodwill for impairment, we are
required to evaluate events and circumstances that may affect the performance of the reporting unit and the extent to which the
events and circumstances may impact the future cash flows of the reporting unit to determine whether the fair value of the
assets exceed the carrying value. If these assumptions or estimates change in the future, we may be required to record
impairment charges for these assets. In response to changes in industry and market conditions, we may be required to
strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result
in an impairment of goodwill.
We are organized into four operating segments: Wholesale-North America; Wholesale-Europe; Self Service; and
Specialty. We have also concluded that these four operating segments are reporting units for purposes of goodwill impairment
testing in 2014. We perform goodwill impairment tests annually in the fourth quarter and between annual tests whenever events
indicate that an impairment may exist. During 2014, we did not identify any events or changes in circumstances that would
more likely than not reduce the fair value of our reporting units below their carrying amounts. Therefore, we did not perform
any impairment tests other than our annual test in the fourth quarter of 2014.
Our goodwill would be considered impaired if the net book value of a reporting unit exceeded its estimated fair value.
The fair value estimates are established using weightings of the results of a discounted cash flow methodology and a
comparative market multiples approach. We believe that using two methods to determine fair value limits the chances of an
unrepresentative valuation. As of December 31, 2014, we had a total of $2.3 billion in goodwill subject to future impairment
tests. If we were required to recognize goodwill impairments, we would report those impairment losses as part of our operating
results. We determined that no adjustments were necessary when we performed our annual impairment testing in the fourth
quarter of 2014. A 10% decrease in the fair value estimates of the reporting units in the annual impairment test would not have
changed this determination.
Recently Issued Accounting Pronouncements
See “Recent Accounting Pronouncements” in Note 2, "Summary of Significant Accounting Policies" to the
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information related to new
accounting standards.
Financial Information by Geographic Area
See Note 13, "Segment and Geographic Information" to the consolidated financial statements in Part II, Item 8 of this
Annual Report on Form 10-K for information related to our revenue and long-lived assets by geographic region.
Results of Operations—Consolidated
The following table sets forth statements of income data as a percentage of total revenue for the periods indicated:
Revenue
Cost of goods sold
Gross margin
Facility and warehouse expenses
Distribution expenses
Selling, general and administrative expenses
Restructuring and acquisition related expenses
Depreciation and amortization
Operating income
Other expense, net
Income before provision for income taxes
Provision for income taxes
Equity in earnings of unconsolidated subsidiaries
Net income
40
Year Ended December 31,
2014
100.0%
2013
2012
100.0%
100.0%
60.7%
39.3%
7.8%
8.6%
11.3%
0.2%
1.8%
9.6%
0.9%
8.7%
3.0%
(0.0)%
5.7%
59.0%
41.0%
8.4%
8.5%
11.8%
0.2%
1.6%
10.5%
1.1%
9.4%
3.2%
—%
6.2%
58.2%
41.8%
8.4%
9.1%
12.0%
0.1%
1.6%
10.6%
0.7%
9.9%
3.6%
—%
6.3%
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Revenue. The following table summarizes the changes in revenue by category (in thousands):
Year Ended December 31,
Percentage Change in Revenue
2014
2013
Acquisition
Organic
Foreign
Exchange
Total
Change
Parts & services revenue
$ 6,086,759
$ 4,429,580
Other revenue
Total revenue
653,305
632,948
$ 6,740,064
$ 5,062,528
27.8%
9.3%
25.5%
9.0 %
(6.0)%
7.1 %
0.6 %
(0.1)%
0.6 %
37.4%
3.2%
33.1%
Refer to the discussion of our segment results of operations for factors contributing to revenue growth during 2014
compared to the prior year.
Cost of Goods Sold. Our cost of goods sold increased to 60.7% of revenue in 2014 from 59.0% of revenue in 2013.
The increase in cost of goods sold was primarily the result of lower margins generated by certain of our acquired businesses,
which increased cost of goods sold by 2.0% of revenue. Our Keystone Specialty business operates a three step distribution
model, which generates lower gross margins compared to our revenue from sales directly to repairers, and therefore was
responsible for 1.2% of the increase in cost of goods sold as a percentage of revenue. Our other acquisitions completed since
the beginning of the prior year were responsible for the remainder of the acquisition impact on cost of goods sold, none of
which had a material impact on our gross margins individually. Partially offsetting the impact of our acquisitions, improvement
in our North American gross margins decreased cost of goods sold by 0.4% of revenue. Refer to the discussion of our segment
results of operations for factors contributing to the changes in cost of goods sold by segment for the year ended December 31,
2014 compared to the year ended December 31, 2013.
Facility and Warehouse Expenses. As a percentage of revenue, facility and warehouse expenses for the year ended
December 31, 2014 decreased to 7.8% from 8.4% in the prior year, which was primarily due to the effect of our Keystone
Specialty acquisition. Compared to our other North American operations, Keystone Specialty stores a greater portion of
inventory at its regional distribution centers, the costs of which are capitalized into inventory and expensed through cost of
goods sold. In our North American wholesale operations, most of the inventory sold by our locations is stored on site rather
than in distribution centers, and the related facility and warehouse expenses are recorded in this line item.
Distribution Expenses. As a percentage of revenue, distribution expenses increased to 8.6% in 2014 from 8.5% in
2013, primarily due to greater costs in our European segment. In our U.K. operations, we incurred greater personnel
expenditures as a result of 59 new branch openings since the beginning of the prior year, which increased distribution expenses
by 0.1% of revenue.
Selling, General and Administrative Expenses. Our selling, general and administrative expenses for the year ended
December 31, 2014 decreased to 11.3% of revenue from 11.8% of revenue in the prior year. Our acquisitions contributed 0.4%
of the reduction in expense, including primarily the effect of Keystone Specialty, which has lower selling, general and
administrative costs compared to our other operations. Greater leverage of our sales force and general and administrative
personnel in our North American operations contributed an additional 0.3% improvement in costs as a percentage of revenue.
These reductions in expense as a percentage of revenue were partially offset by greater expenses in our European operations,
including greater expenditures for our sales force, primarily related to new branch openings, and higher advertising costs
compared to the prior year period, which increased selling, general and administrative expenses by 0.2% of revenue.
Restructuring and Acquisition Related Expenses. The following table summarizes restructuring and acquisition related
expenses for the periods indicated (in thousands):
Restructuring expenses
Acquisition related expenses
$
Total restructuring and acquisition related expenses $
Year Ended December 31,
2014
11,123 (1)
3,683 (3)
14,806
2013
Change
$
$
3,526 (2)
6,647 (4)
10,173
$
$
7,597
(2,964)
4,633
(1) Includes $5.8 million of expense related to the integration of our Keystone Specialty acquisition, as well as $1.9
million, $1.0 million, and $0.8 million of expense related to the integration of acquired businesses in our European,
North American and Specialty segments, respectively. Additionally, we incurred $1.6 million of severance costs to
terminated employees as part of the ongoing rationalization of our European operations.
41
(2) Includes $2.1 million of restructuring expenses related to the integration of certain of our 2013 European acquisitions
and $1.4 million of restructuring expenses related to the integration of certain of our 2012 North American
acquisitions.
(3) Includes external costs primarily related to our acquisitions of seven distribution companies in the Netherlands.
(4) Includes external costs primarily related to our acquisitions of Sator, five automotive paint distribution businesses in
the U.K. and our January 2014 acquisition of Keystone Specialty.
See Note 9, "Restructuring and Acquisition Related Expenses" to the consolidated financial statements in Part II, Item
8 of this Annual Report on Form 10-K for further information on our restructuring and integration plans.
Depreciation and Amortization. The following table provides additional information about the increase in
depreciation and amortization compared to the prior year (in thousands):
Year Ended December 31,
2014
2013
Change
Depreciation
Amortization
$
86,216
34,503
Total depreciation and amortization $
120,719
$
$
67,122
13,847
80,969
$
$
19,094 (1)
20,656 (2)
39,750
(1) Increase in depreciation is a result of increased levels of property and equipment to support our organic and
acquisition related growth.
(2) Increase in amortization is a result of amortization of intangible assets related to our acquisitions completed since the
beginning of the prior year. We recognized $78.1 million of intangibles related to our January 2014 acquisition of
Keystone Specialty and $45.3 million of intangibles related to our May 2013 acquisition of Sator.
Other Expense, Net. The following table summarizes the components of the year-over-year increase in other expense,
net (in thousands):
Other expense, net for the year ended December 31, 2013
$ 54,353
Increase (decrease) due to:
Interest expense
Loss on debt extinguishment
Changes in fair value of contingent consideration liabilities
Interest and other income, net
Net increase
13,358 (1)
(2,471) (2)
(4,355) (3)
1,095 (4)
7,627
Other expense, net for the year ended December 31, 2014
$ 61,980
(1) Increased $17.8 million as a result of higher average outstanding debt levels, primarily to finance our Keystone
Specialty and 2014 European acquisitions, partially offset by a decrease of $4.4 million as a result of lower interest
rates relative to the prior year, primarily due to a lower applicable margin on our credit agreement borrowings as a
result of our March 2014 amendment.
(2) In 2014, we incurred a loss on debt extinguishment of $0.3 million related to the March 2014 amendment to our senior
secured credit agreement, compared to a loss on debt extinguishment of $2.8 million during the prior year related to
our May 2013 amendment to our senior secured credit credit agreement.
(3) During 2014, we recorded gains of $1.9 million as a result of fair value adjustments to our contingent consideration
liabilities, compared to losses of $2.5 million in the prior year. See Note 6, "Fair Value Measurements" to the
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information on our
contingent payment arrangements.
(4) Primarily due to $0.9 million of greater losses as a result of foreign currency exchange for the year ended
December 31, 2014 compared to the year ended December 31, 2013.
See Note 4, "Long-Term Obligations" to the consolidated financial statements in Part II, Item 8 of this Annual Report
on Form 10-K for further information on the amendments to our credit agreement.
42
Provision for Income Taxes. Our effective income tax rate was 34.7% for the year ended December 31, 2014,
compared to 34.5% for the year ended December 31, 2013. The lower effective income tax rate in 2013 primarily reflects the
discrete benefit related to the revaluation of our net U.K. deferred tax liabilities as a result of reductions in the U.K. corporate
income tax rate.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Revenue. The following table summarizes the changes in revenue by category (amounts in thousands):
Year Ended December 31,
Percentage Change in Revenue
2013
2012
Acquisition
Organic
Foreign
Exchange
Total
Change
Parts & services revenue
$ 4,429,580
$ 3,563,876
Other revenue
Total revenue
632,948
559,054
$ 5,062,528
$ 4,122,930
13.7%
14.8%
13.8%
11.0 %
(1.5)%
9.3 %
(0.4)%
(0.1)%
(0.4)%
24.3%
13.2%
22.8%
Refer to the discussion of our segment results of operations for factors contributing to revenue growth during 2013
compared to the prior year.
Cost of Goods Sold. Our cost of goods sold increased to 59.0% of revenue in 2013 from 58.2% of revenue in 2012. In
2013, our cost of goods sold reflected a 0.7% increase as a percentage of revenue as a result of the lower gross margins
generated by certain of our acquisitions, including our 2013 acquisitions of Sator and five U.K.-based paint distribution
businesses, as well as our June 2012 acquisition of a precious metals refining and reclamation business. In 2012, we
recognized a gain on lawsuit settlements totaling $17.9 million that did not reoccur in 2013, thus accounting for 0.4% of the
increase in the 2013 cost of goods sold as a percentage of revenue. See Note 7, "Commitments and Contingencies" to the
consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information on the lawsuit
settlements. These increases in cost of goods sold as a percentage of revenue were partially offset by 0.4% improvement in
gross margin in our salvage operations within our Wholesale - North America segment, which reflects the impact of various
individually insignificant factors, the largest of which were lower vehicle costs and pricing improvements.
Facility and Warehouse Expenses. As a percentage of revenue, facility and warehouse expenses for the year ended
December 31, 2013 remained flat at 8.4% of revenue. Our North American operations increased facility and warehouse
expense by 0.2% of revenue, which reflects increased weighting of our self service business. During 2012, we completed the
acquisition of eight self service retail operations, which generally incur greater facility costs as a percentage of revenue
compared to our wholesale operations, as our self service business tends to require a larger facility footprint to generate its
sales. Higher costs in North America were offset by a greater proportion of revenue generated by our European operations,
which incur lower facility and warehouse costs as a percentage of revenue, combined with improved leveraging of facility and
warehouse personnel in our U.K. operations related to 56 new branch openings completed since the beginning of 2012.
Distribution Expenses. As a percentage of revenue, distribution expenses decreased to 8.5% of revenue in 2013 from
9.1% of revenue in 2012. In our North American operations, improved leveraging of our distribution workforce contributed
0.2% of the reduction in distribution expenses as a percentage of revenue. Fuel expense also decreased by 0.1% of revenue due
to a reduction in the average price we pay for fuel. Our European operations contributed the remainder of the decrease,
including a 0.2% benefit from our 2013 European acquisitions, as well as a 0.1% benefit from our existing U.K. operations,
primarily as a result of improved leverage related to 56 new branch openings since the beginning of 2012.
Selling, General and Administrative Expenses. Our selling, general and administrative expenses for the year ended
December 31, 2013 decreased to 11.8% of revenue from 12.0% during the prior year. The reduction of these expenses as a
percentage of revenue reflects an approximately equal impact from improved leveraging of general and administrative
overhead costs and the relatively lower general and administrative expenses incurred by our Sator business compared to our
other operations.
Restructuring and Acquisition Related Expenses. The following table summarizes restructuring and acquisition related
expenses for the periods indicated (in thousands):
43
Restructuring expenses
Acquisition related expenses
$
Total restructuring and acquisition related expenses $
Year Ended December 31,
2013
2012
Change
3,526 (1)
6,647 (3)
10,173
$
$
2,280 (2)
471
2,751
$
$
1,246
6,176
7,422
(1) Includes $2.1 million of restructuring expenses related to the integration of certain of our 2013 European acquisitions
and $1.4 million of restructuring expenses related to the integration of certain of our 2012 North American
acquisitions.
(2) Includes $1.1 million related to the consolidation of our bumper and wheel refurbishing operations and $1.2 million
related to the integration of certain of our 2011 and 2012 acquisitions into our existing business.
(3) Includes external costs primarily related to our acquisitions of Sator, five automotive paint distribution businesses in
the U.K. and our January 2014 acquisition of Keystone Specialty.
See Note 9, "Restructuring and Acquisition Related Expenses" to the consolidated financial statements in Part II, Item
8 of this Annual Report on Form 10-K for further information on our restructuring and integration plans.
Depreciation and Amortization. The following table provides additional information about the increase in
depreciation and amortization compared to the prior year (in thousands):
Depreciation
Amortization
$
Total depreciation and amortization $
Year Ended December 31,
2013
2012
Change
67,122
13,847
80,969
$
$
54,548
9,545
64,093
$
$
12,574 (1)
4,302 (2)
16,876
(1) Increase in depreciation is a result of increased levels of property and equipment to support our organic and
acquisition related growth.
(2) Increase in amortization is a result of higher levels of intangible assets as a result of business acquisitions, including
$45.3 million related to our May 2013 acquisition of Sator.
Other Expense, Net. The following table summarizes the components of the year-over-year increase in other expense,
net (in thousands):
Other expense, net for the year ended December 31, 2012
$ 28,786
Increase due to:
Interest expense
Loss on debt extinguishment
Changes in fair value of contingent consideration liabilities
Interest and other income, net
Total increase
19,755 (1)
2,795 (2)
861 (3)
2,156 (4)
25,567
Other expense, net for the year ended December 31, 2013
$ 54,353
(1) The increase in interest expense includes an approximately equal impact of higher outstanding debt balances and
higher interest rates, primarily as a result of the senior notes issued in May 2013. See Note 4, "Long-Term
Obligations" to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further
information related to our 2013 senior notes offering.
(2) In May 2013, we executed an amended and restated senior secured credit agreement, and as a result, we expensed a
portion of capitalized debt issuance costs related to the prior agreement, as well as a portion of the fees incurred with
the amendment.
(3) In 2013, we recognized expense of $2.5 million as a result of fair value adjustments to our contingent payment
liabilities, compared to $1.6 million in 2012. See Note 6, "Fair Value Measurements" to the consolidated financial
statements in Part II, Item 8 of this Annual Report on Form 10-K for further information on our contingent payment
arrangements.
44
(4) The increase in interest and other income, net was primarily due to the impact of foreign currency fluctuations in the
Canadian dollar, the British pound, and other currencies, which was a loss of $2.4 million during 2013 compared to a
gain of $0.2 million during 2012.
Provision for Income Taxes. Our effective income tax rate was 34.5% and 36.2% for the years ended December 31,
2013 and 2012, respectively. We continued to expand our international operations throughout 2012 and 2013 with both
acquisition related and organic revenue growth in our European segment as well as through acquisitions in Canada. The lower
effective income tax rate in 2013 reflects a 1.4% benefit relative to the prior year as a result of this growth in our international
operations, where a larger proportion of our pretax income was generated in lower rate jurisdictions. The effect of lower state
income taxes, other discrete items and permanent differences contributed the remaining 0.3% reduction in the effective tax rate
compared to the prior year.
Results of Operations—Segment Reporting
We have four operating segments: Wholesale – North America; Wholesale – Europe; Self Service; and Specialty. Our
Specialty operating segment was formed with our January 3, 2014 acquisition of Keystone Specialty, as discussed in Note 8,
"Business Combinations" to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. Our
Wholesale – North America and Self Service operating segments are aggregated into one reportable segment, North America,
because they possess similar economic characteristics and have common products and services, customers, and methods of
distribution. Therefore, we present three reportable segments: North America, Europe and Specialty.
The following table presents our financial performance, including third party revenue, total revenue and Segment
EBITDA, by reportable segment for the periods indicated (in thousands):
Year Ended December 31,
% of
Total
Revenue
% of
Total
Revenue
2013
2014
% of
Total
Revenue
2012
Third Party Revenue
North America
Europe
Specialty
$4,088,701
1,846,155
805,208
$3,802,929
1,259,599
—
$3,426,858
696,072
—
Total third party revenue
$6,740,064
$5,062,528
$4,122,930
Total Revenue
North America
Europe
Specialty
Eliminations
Total revenue
Segment EBITDA
North America
Europe
Specialty
$4,089,290
1,846,155
807,015
(2,396)
$3,802,929
1,259,599
—
—
$3,426,858
696,072
—
—
$6,740,064
$5,062,528
$4,122,930
$ 543,943
13.3%
$ 486,831
12.8%
$ 441,268
12.9%
167,155
9.1%
79,453
9.8%
141,756
11.3%
73,673
10.6%
— n/m
— n/m
Total Segment EBITDA
$ 790,551
11.7%
$ 628,587
12.4%
$ 514,941
12.5%
The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief Executive
Officer, is Segment EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment.
Corporate and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based
on the segment's percentage of consolidated revenue. Segment EBITDA is calculated as EBITDA excluding restructuring and
acquisition related expenses, change in fair value of contingent consideration liabilities and equity in earnings of
unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding
depreciation, amortization, interest (including loss on debt extinguishment) and taxes. Loss on debt extinguishment is
considered a component of interest in calculating EBITDA, as the write-off of debt issuance costs is similar to the treatment of
debt issuance cost amortization. See Note 13, "Segment and Geographic Information" to the consolidated financial statements
in Part II, Item 8 of this Annual Report on Form 10-K for a reconciliation of total Segment EBITDA to Net Income.
45
Because our Specialty segment was formed on January 3, 2014 with our Keystone Specialty acquisition, the
discussion of our consolidated results of operations covers the factors driving the year-over-year performance of our existing
business and also discusses the effect of the Specialty operations on our consolidated results. Results for the Specialty segment
will not have a comparative period until the first quarter of 2015. However, compared to Keystone Specialty's unaudited results
for the year ended December 31, 2013, revenue in our Specialty segment increased 15.8%. During the fourth quarter of 2014,
we completed two additional acquisitions in our Specialty segment, which contributed approximately one quarter of the
revenue growth. The remaining revenue growth was primarily due to greater sales volumes as a result of favorable economic
conditions. Additionally, during the year ended December 31, 2014, we generated a greater proportion of revenue from our
higher-end specialty vehicle products, such as truck and recreational vehicle accessories, which resulted in a favorable mix of
revenue compared to the prior year unaudited results.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
North America
Third Party Revenue. The following table summarizes the changes in third party revenue by category in our North
American segment (in thousands):
Year Ended December 31,
Percentage Change in Revenue
North America
2014
2013
Acquisition (1)
Organic
Foreign
Exchange
Total
Change
Parts & services revenue
$ 3,437,821
$ 3,171,733
Other revenue
Total revenue
650,880
631,196
$ 4,088,701
$ 3,802,929
2.8%
9.3%
3.8%
6.1 % (2)
(6.0)% (3)
4.1 %
(0.5)%
(0.1)%
(0.5)%
8.4%
3.1%
7.5%
(1) Reflects the impact of 9 wholesale businesses and 2 self service retail operations acquired during 2014.
(2) Our organic growth in parts and services revenue was primarily due to higher sales volumes, as severe winter weather
conditions during the second half of the fourth quarter of 2013 and through the first quarter of 2014 contributed to
increased vehicle accidents, resulting in higher insurance claims activity. In addition, we believe the increased new car
production since 2009 and greater miles driven has increased the demand for automotive parts used in repairs,
including alternative parts. Industry reports also indicate that the number of parts used in each insured repair is
increasing compared to historical levels.
(3) Approximately half of the reduction in other revenue was due to reduced volume of scrap and other metals, with the
remaining decline a result of lower prices for scrap and other metals. Compared to the prior year, our furnace
operations processed lower volumes of aluminum. Additionally, we purchased fewer self service and "crush only" cars
in the first quarter of 2014 as the prices demanded for vehicles in certain markets exceeded our acceptable cost given
the prices of scrap and other metals. While we increased our purchasing levels during the remainder of the year to
offset the shortfall, we crushed fewer vehicles compared to the prior year period due to the lag time to process these
cars.
Segment EBITDA. As a percentage of total revenue, Segment EBITDA in North America increased to 13.3% during
the year ended December 31, 2014 from 12.8% in the prior year. The improvement in Segment EBITDA reflects an increase
in gross margin by 0.2% of revenue combined with a 0.3% reduction in operating expenses as a percentage of revenue. Our
wholesale operations increased gross margin by 0.6% of revenue, including a 0.5% improvement from lower inventory
purchase costs and a favorable mix effect of 0.2% as a result of generating less revenue from our lower margin sales of scrap
and precious metals. The improvement in gross margin as a percentage of revenue was partially offset by the impact of our
acquisition of an automotive core business in January 2014, which increased our revenue in product lines that are
complementary to our existing vehicle replacement parts offerings but generate lower gross margins, thereby decreasing gross
margins by 0.5% of revenue. Selling, general and administrative expenses declined by 0.5% of revenue, primarily due to
improved leverage of our sales force and general and administrative personnel, but this was partially offset by an increase of
facility and warehouse expenses by 0.2% of revenue due to higher personnel expenditures.
Europe
Third Party Revenue. The following table summarizes the changes in third party revenue by category in our European
segment (in thousands):
46
Year Ended December 31,
Percentage Change in Revenue
Europe
2014
2013
Acquisition (1)
Organic (2)
Foreign
Exchange (3)
Total
Change
Parts & services revenue
$ 1,843,730
$ 1,257,847
Other revenue
Total revenue
2,425
1,752
$ 1,846,155
$ 1,259,599
27.0%
12.8%
26.9%
16.1%
19.7%
16.1%
3.6%
5.8%
3.6%
46.6%
38.4%
46.6%
(1) Includes $131.3 million from our May 2013 acquisition of Sator, $85.6 million from our August 2013 acquisitions of
five paint distributors in the U.K. and $100.3 million from our 2014 acquisitions of seven distribution companies in
the Netherlands.
(2) In our U.K. operations, revenue grew organically by 20.6%, while our continental European operations were flat with
the prior year post-acquisition period, resulting in net organic revenue growth of 16.1% over the prior year. Our
organic revenue growth in the U.K., which resulted from higher sales volumes, was composed of a 13.3% increase
from stores open more than 12 months and a 7.3% increase from revenue generated by 59 branch openings since the
beginning of the prior year through the one year anniversary of their respective opening dates. In our continental
European operations, a new warehouse location in France resulted in greater sales volumes compared to the prior year
period, but this growth was offset by a decline in sales into Eastern Europe as a result of the devaluation of local
currencies and political instability.
(3) Compared to the prior year, exchange rates contributed 3.6% of the revenue growth, primarily due to the strengthening
of the British pound against the U.S. dollar in the first nine months of 2014. While exchanges rates positively affected
revenue on a year-to-date basis, the British pound weakened against the U.S. dollar in the fourth quarter to partially
offset the benefit realized during the first nine months of the year. Based on exchange rates through early February
2015 and projections for the remainder of the year, we expect there will be a negative effect on revenue from foreign
currency exchange in 2015.
Segment EBITDA. As a percentage of total revenue, Segment EBITDA in our European operations decreased to 9.1%
for the year ended December 31, 2014 from 11.3% during the year ended December 31, 2013. Our acquisitions completed
since the beginning of the prior year were responsible for 1.1% of the decline in Segment EBITDA as a percentage of
revenue, including primarily the effect of the Netherlands distributors we acquired in May 2014. The effect of the Netherlands
distributors includes a negative gross margin impact of 0.3% that we believe will not affect future periods once the higher cost
acquired inventory has turned and we are able to internalize the incremental distributor margin. Additionally, as we transition
our continental European operations to a two step distribution model, including the effect of these acquisitions, we expect our
operating expenses to increase as we internalize the cost of the distribution network; during the year ended December 31,
2014, these greater operating costs resulted in a decline in Segment EBITDA as a percentage of revenue, thereby accounting
for the remaining negative impact on Segment EBITDA margins. Our existing operations were responsible for the remaining
decline in Segment EBITDA, including a 0.7% effect from 59 new branch openings in the U.K. since the beginning of the
prior year in our U.K. operations. Additionally, we incurred 0.2% in higher advertising expenses compared to the prior year.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
North America
Third Party Revenue. The following table summarizes the changes in third party revenue by category in our North
American segment (in thousands):
Year Ended December 31,
Percentage Change in Revenue
North America
2013
2012
Acquisition (1)
Organic
Parts & services revenue
$ 3,171,733
$ 2,868,980
Other revenue
Total revenue
631,196
557,878
$ 3,802,929
$ 3,426,858
4.8%
14.8%
6.4%
6.0 % (2)
(1.6)% (3)
4.8 %
Foreign
Exchange
Total
Change
(0.2)%
(0.1)%
(0.2)%
10.6%
13.1%
11.0%
(1) Reflects the impact of 10 wholesale businesses and 2 self service retail operations acquired during 2013.
(2) Organic growth in parts and services revenue is primarily due to higher sales volumes. In the first half of 2012, we
experienced milder winter weather conditions, which contributed to fewer and less severe vehicle accidents, resulting
in lower insurance claims. Additionally, 2013 sales volumes benefited from higher inventory purchases compared to
2012, which contributed to a greater volume of parts available for sale.
47
(3) The decrease in other revenue was primarily a result of a reduction in sales volume from our furnace operations,
partially offset by an increased volume of scrap and core revenue from our salvage operations.
Segment EBITDA. As a percentage of total revenue, Segment EBITDA decreased to 12.8% in 2013 from 12.9% in
2012. In 2012, we recognized a gain on lawsuit settlements totaling $17.9 million, which decreased 2013 Segment EBITDA
as a percentage of revenue by 0.5% relative to 2012 as the gain did not reoccur in 2013. Our precious metals refining and
reclamation business, which generates lower margins as a percentage of revenue, contributed 0.2% of the decline in Segment
EBITDA, primarily due to including a full year of results in 2013 compared to only seven months in 2012. In our self service
operations, a narrowing spread between the prices received for scrap and other metals and the cost of the scrap component of
the cars that we crushed resulted in a decrease in Segment EBITDA of 0.2% of revenue. These decreases were partly offset
by a 0.5% improvement in Segment EBITDA margin from our wholesale salvage operations, which reflects the impact of
various individually insignificant factors, the largest of which were lower vehicle costs and pricing improvements. Lower
operating expenses increased Segment EBITDA by 0.2% of revenue as a result of improved leverage of our distribution
workforce and lower fuel costs, partially offset by higher facility costs in our self service operations.
Europe
Third Party Revenue. The following table summarizes the changes in third party revenue by category in our European
segment (in thousands):
Year Ended December 31,
Percentage Change in Revenue
Europe
2013
2012
Acquisition (1)
Organic (2)
Foreign
Exchange (3)
Total
Change
Parts & services revenue
$ 1,257,847
Other revenue
Total revenue
1,752
$ 1,259,599
$
$
694,896
1,176
696,072
50.5%
—%
50.4%
31.8%
50.7%
31.8%
(1.3)%
(1.7)%
(1.3)%
81.0%
49.0%
81.0%
(1) Acquisition related revenue growth was primarily a result of our Sator acquisition completed in May 2013.
(2) Our organic revenue growth was a result of higher sales volumes, including a 20.8% increase from stores open more
than 12 months and an 11% increase from revenue generated by 56 branch openings since the beginning of 2012
through the one year anniversary of their respective opening dates.
(3) The weakening, on average, of the British pound against the U.S. dollar decreased revenue by 1.3% compared to the
prior year.
Segment EBITDA. As a percentage of total revenue, Segment EBITDA in our European segment increased to 11.3%
for the year ended December 31, 2013 from 10.6% during 2012. In our U.K. operations, improved leverage of our facilities
and distribution network to support new branch openings and existing store sales growth resulted in a 1.1% improvement in
Segment EBITDA as a percentage of revenue compared to the prior year. The improvement in Segment EBITDA margin in
our U.K. operations was partially offset by the impact of our Sator acquisition, which decreased Segment EBITDA by 0.4% as
a percentage of revenue.
2015 Outlook
We estimate that net income and diluted earnings per share for the year ending December 31, 2015, excluding the
impact of any restructuring and acquisition related expenses and any gains or losses related to acquisitions or divestitures
(including changes in the fair value of contingent consideration liabilities), will be in the range of $420 million to $450 million
and $1.36 to $1.46, respectively.
Liquidity and Capital Resources
The following table summarizes liquidity data as of the dates indicated (in thousands):
48
Cash and equivalents
Total debt
Net debt (total debt less cash and equivalents)
Current maturities
Capacity under credit facilities (1)
Availability under credit facilities (1)
December 31,
2014
December 31,
2013
$
114,605
$
150,488
1,864,562
1,749,957
63,515
1,947,000
1,127,810
1,305,781
1,155,293
41,535
1,430,000
1,150,603
Total liquidity (cash and equivalents plus availability
on credit facilities)
1,242,415
1,301,091
(1) Includes our revolving credit facilities and our receivables securitization facility.
We assess our liquidity in terms of our ability to fund our operations and provide for expansion through both internal
development and acquisitions. Our primary sources of liquidity are cash flows from operations and our credit facilities. We
utilize our cash flows from operations to fund working capital and capital expenditures, with the excess amounts going towards
funding acquisitions or paying down outstanding debt. As we have pursued acquisitions as part of our growth strategy, our
cash flows from operations have not always been sufficient to cover our investing activities. To fund our acquisitions, we have
accessed various forms of debt financing, including our March 2014 amendment to our senior secured credit facilities and the
issuance of $600 million of senior notes in May 2013.
As of December 31, 2014, we had debt outstanding and additional available sources of financing, as follows:
• Senior secured credit facilities maturing in May 2019, composed of $450 million in term loans ($433
million outstanding at December 31, 2014) and $1.85 billion in revolving credit ($664 million
outstanding at December 31, 2014), bearing interest at variable rates (although a portion of this debt is
hedged through interest rate swap contracts)
• Senior notes totaling $600 million, maturing in May 2023 and bearing interest at a 4.75% fixed rate
• Receivables securitization facility with availability up to $97 million ($94.9 million outstanding as of
December 31, 2014), maturing in October 2017 and bearing interest at variable commercial paper rates
Since the first quarter of 2013, we have undertaken several financing transactions to increase our available liquidity,
including two amendments to our senior secured credit facilities (most recently amended as of March 27, 2014), our $600
million senior notes offering completed in May 2013 and an amendment to our receivables facility in September 2014. The
amendments to our credit facilities increased the size of our revolver, reset the term loan, extended the maturity of the credit
agreement, and adjusted certain of our bank covenants. By issuing the notes, we diversified our financing structure by adding a
long-term fixed rate instrument and reducing our reliance on the bank market. We also believe the interest rate on the notes was
favorable. Although higher than today's short-term floating rate debt, the 10-year fixed rate of 4.75% reduces our risk of future
interest rate increases, which we have seen in the market subsequent to our offering. The amendment to our receivables facility
increased our maximum borrowing capacity by $17 million and extended the maturity by two years. The new structure
provides financial flexibility to execute our long-term growth strategy. If we see an attractive acquisition opportunity, we have
the ability to use our revolver to move quickly and have certainty of funding up to the amount of our then-available liquidity.
As of December 31, 2014, we had approximately $1.1 billion available under our credit facilities. Combined with
approximately $115 million of cash and equivalents at December 31, 2014, we had approximately $1.2 billion in available
liquidity, a decrease of $59 million over our available liquidity as of December 31, 2013. The amendment to our senior secured
credit facilities in the first quarter of 2014 provided an additional $500 million of availability on our revolver, which more than
offset the increase in borrowings to finance our January 2014 Keystone Specialty acquisition. We believe that our current
liquidity and cash expected to be generated by operating activities in future periods will be sufficient to meet our current
operating and capital requirements, although such sources may not be sufficient for future acquisitions depending on their size.
While we believe that we currently have adequate capacity, from time to time we may need to raise additional funds through
public or private financing, strategic relationships or other arrangements. There can be no assurance that additional funding, or
refinancing of our credit facilities, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional
equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants or higher
interest costs. Our failure to raise capital if and when needed could have a material adverse impact on our business, operating
results, and financial condition.
Borrowings under the credit agreement accrue interest at variable rates, which depend on the currency and the duration
of the borrowing, plus an applicable margin rate which is subject to change quarterly based on our reported leverage ratio. We
49
hold interest rate swaps to hedge the variable rates on our credit agreement borrowings (as described in Note 5, "Derivative
Instruments and Hedging Activities" to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form
10-K), with the effect of fixing the interest rates on the respective notional amounts. After giving effect to these interest rate
swap contracts, the weighted average interest rate on borrowings outstanding under our credit agreement at December 31, 2014
was 2.10%, although the rate will increase in March 2015 as a result of the quarterly reset of our applicable margin rate.
Including the borrowings on our senior notes and receivables securitization program, our overall weighted average interest rate
on borrowings was 2.92% at December 31, 2014. Cash interest payments were $59.7 million for the year ended December 31,
2014, including interest payments totaling $28.5 million related to the senior notes. The semi-annual interest payments on our
senior notes are made in May and November each year, and began in November 2013. We had outstanding credit agreement
borrowings of $1.1 billion and $672.6 million at December 31, 2014 and December 31, 2013, respectively. Of these amounts,
$22.5 million were classified as current maturities at December 31, 2014 and December 31, 2013. We have scheduled
repayments of $5.6 million each quarter on the term loan through its maturity in May 2019, but no other significant principal
payments on our credit facilities prior to the maturity of the receivables securitization program in October 2017. In addition to
the repayments under our credit facilities, we will make payments on notes payable and other debt totaling $41 million in the
next 12 months, the majority of which is for payments on notes payable issued in connection with acquisitions.
Our credit agreement contains customary covenants that provide limitations and conditions on our ability to enter into
certain transactions. The credit agreement also contains financial and affirmative covenants, including limitations on our net
leverage ratio and a minimum interest coverage ratio. We were in compliance with all restrictive covenants under our credit
agreement as of December 31, 2014.
As of December 31, 2014, cash held by our foreign subsidiaries totaled $77 million and undistributed earnings of our
foreign subsidiaries amounted to approximately $266 million. These earnings are considered to be indefinitely reinvested, and
accordingly no provision for U.S. income taxes has been provided thereon. Should these earnings be repatriated in the future, in
the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to adjustment for foreign tax
credits) and potential withholding taxes payable to the various foreign countries. We believe that we have sufficient cash flow
and liquidity to meet our financial obligations in the U.S. without resort to repatriation of foreign earnings.
The procurement of inventory is the largest operating use of our funds. We normally pay for aftermarket product
purchases at the time of shipment or on standard payment terms, depending on the manufacturer and the negotiated payment
terms. We normally pay for salvage vehicles acquired at salvage auctions and under direct procurement arrangements at the
time that we take possession of the vehicles.
The following table sets forth a summary of our inventory procurement for 2014, 2013, and 2012:
Year Ended December 31,
2014
2013
2012
Aftermarket inventory purchases (billions)
$
2.7
$
1.7
$
1.3
Wholesale salvage cars and trucks
Self service and "crush only" cars
290,000
514,000
281,000
513,000
262,200
416,000
Aftermarket inventory purchases in 2014 included $613 million within our Specialty segment that was formed in
2014, as well as $88.2 million of incremental purchases for our Sator business (acquired in May 2013) from the beginning of
2014 through the anniversary date of the acquisition.
Net cash provided by operating activities totaled $370.9 million for the year ended December 31, 2014, compared to
$428.1 million in 2013. Compared to the prior year, our 2014 EBITDA increased by $159.6 million, due to both acquisition
related growth and organic growth. Cash outflows for our primary working capital accounts (receivables, inventory and
payables) increased to $189.8 million during 2014, from $64.3 million during 2013, as a result of greater inventory growth,
particularly in our aftermarket products, as well as increased receivables balances, including the effect of increased sales levels
in our U.K. operations. Cash flows related to our primary working capital accounts can be volatile as the purchases, payments
and collections can be timed differently from period to period and can be influenced by factors outside of our control. However,
we expect that the net change in these working capital items will generally be a cash outflow as we grow our business each
year. Cash paid for income taxes increased to $177.0 million from $110.9 million due to the overpayment of taxes in 2012 that
we offset against the estimated tax payments in 2013, as well as greater earnings that required higher estimated tax payments in
2014 compared to the prior year. During 2014, we made two semi-annual interest payments totaling $28.5 million on our senior
notes, whereas in 2013 we made one semi-annual interest payment of $14.2 million. Cash payments for bonuses were $7.8
million higher during 2014 than they were in 2013.
Net cash used in investing activities totaled $921.0 million for the year ended December 31, 2014, compared to $505.6
million for the same period of 2013. We invested $775.9 million of cash, net of cash acquired, in business acquisitions during
50
2014, including $427.1 million for our Keystone Specialty acquisition. We invested $408.4 million for business acquisitions in
the comparable prior year, including our acquisition of Sator for $272.8 million. Property and equipment purchases were
$141.0 million in the year ended December 31, 2014 compared to $90.2 million in the prior year. The increase in capital
expenditures relative to the prior year period reflects an increase of $17.4 million in our U.K. operations, including greater
expenditures for leasehold improvements and vehicles for 44 new branch locations opened during the year ended December 31,
2014. Capital expenditures in our North American segment increased by $19.9 million, primarily due to costs incurred to build
a facility that we subsequently sold and leased back from the buyer. The proceeds of the sale-leaseback transaction are reflected
as financing cash inflows in the year ended December 31, 2014. In 2013, we entered into an agreement with Suncorp Group to
develop an alternative vehicle products business in Australia and New Zealand, for which our initial investment totaled $9.1
million; during 2014, we paid $2.2 million for investments in unconsolidated subsidiaries.
Net cash provided by financing activities totaled $519.0 million for the year ended December 31, 2014, compared to
$165.9 million in 2013. During 2014, net borrowings under our credit facilities were $578.4 million compared to net
borrowings of $227.1 million in 2013. In both periods, we used the proceeds from the net borrowings primarily to fund
acquisitions, including $370 million of revolver borrowings and $80 million of borrowings under our receivables facility to
finance the Keystone Specialty acquisition. Our March 2014 amendment of our credit facilities generated $11.3 million in
additional term loan borrowings, which were used to pay $3.7 million in debt issuance costs related to the amendment, as well
as to repay outstanding revolver borrowings. During 2013 we completed a $600 million senior notes offering, as well as an
amendment to our credit agreement that resulted in $35 million in term loan proceeds, which were used to pay $16.9 million in
debt issuance costs as well as to repay outstanding amounts on our revolving credit facilities. In 2014, we made a payment of
$44.8 million ($39.5 million included in financing cash flows and $5.3 million included in operating cash flows) for the final
earnout period under the contingent payment agreement related to our 2011 ECP acquisition. In the comparable prior year
period, we made a similar payment of $33.9 million ($31.5 million included in financing cash flows and $2.4 million included
in operating cash flows) for the 2012 earnout period. Cash generated from exercises of stock options provided $9.3
million and $15.4 million in the years ended December 31, 2014 and 2013, respectively. The excess tax benefit from share-
based payment arrangements reduced income taxes payable by $17.8 million and $18.3 million in the years ended December
31, 2014 and 2013, respectively. During the year ended December 31, 2014, we paid $12.6 million related to the settlement of
foreign currency forward contracts.
Net cash provided by operating activities totaled $428.1 million for the year ended December 31, 2013, compared to
$206.2 million in 2012. Compared to the prior year, our 2013 EBITDA increased by $105.4 million, due to both acquisition
related growth and organic growth. While we generated greater pretax income during 2013 compared to the prior year, we
reduced our cash payments for income taxes to $110.9 million in 2013 from $146.5 million during the prior year because we
overpaid taxes in 2012, which we offset against our 2013 estimated tax payments. Cash payments for incentive compensation
were lower during 2013, including an $8.0 million reduction in bonus payments and a $5.9 million payment in 2012 under our
long-term incentive plan that did not reoccur in 2013. Cash outflows for our primary working capital accounts (receivables,
inventory and payables) totaled $64.3 million during 2013, compared to $123.0 million during 2012, primarily due to the
timing of cash payments on accounts payable.
Net cash used in investing activities totaled $505.6 million for the year ended December 31, 2013, compared to $352.5
million for the same period of 2012. We invested $408.4 million of cash, net of cash acquired, in business acquisitions during
2013, including our acquisition of Sator for $272.8 million, compared to $265.3 million for business acquisitions in the
comparable prior year. In the third quarter of 2013, we entered into an agreement with Suncorp Group to develop an alternative
vehicle products business in Australia and New Zealand, for which our initial investment totaled $9.1 million. Property and
equipment purchases were $90.2 million in the year ended December 31, 2013 compared to $88.3 million in the prior year.
Net cash provided by financing activities totaled $165.9 million for the year ended December 31, 2013, compared
to $157.1 million in 2012. During 2013, we amended our credit facilities and issued $600 million in senior notes. In 2013, net
borrowings were $227.1 million compared to $147.0 million in 2012. In both periods, we used the proceeds from the net
borrowings primarily to fund acquisitions. In connection with our 2013 financing transactions, we paid $16.9 million in debt
issuance costs. In March 2013, we made a payment of $33.9 million ($31.5 million included in financing cash flows and $2.4
million included in operating cash flows) for the 2012 earnout period under the contingent payment agreement related to our
2011 acquisition of ECP. Cash generated from exercises of stock options provided $15.4 million and $17.7 million in the years
ended December 31, 2013 and 2012, respectively. The excess tax benefit from share-based payment arrangements reduced
income taxes payable by $18.3 million and $15.7 million in the years ended December 31, 2013 and 2012, respectively.
We intend to continue to evaluate markets for potential growth through the internal development of distribution
centers, processing and sales facilities, and warehouses, through further integration of our facilities, and through selected
business acquisitions. Our future liquidity and capital requirements will depend upon numerous factors, including the costs and
timing of our internal development efforts and the success of those efforts, the costs and timing of expansion of our sales and
marketing activities, and the costs and timing of future business acquisitions.
51
2015 Outlook
We estimate that our capital expenditures for 2015, excluding business acquisitions, will be between $150 million and
$180 million. We expect to use these funds for several major facility expansions, improvement of current facilities, real estate
acquisitions and systems development projects. We anticipate that net cash provided by operating activities for 2015 will be
approximately $425 million.
Off-Balance Sheet Arrangements and Future Commitments
We do not have any off-balance sheet arrangements or undisclosed borrowings or debt that would be required to be
disclosed pursuant to Item 303 of Regulation S-K under the Securities Exchange Act of 1934. Additionally, we do not have any
synthetic leases.
The following table represents our future commitments under contractual obligations as of December 31, 2014 (in
millions):
Contractual obligations
Long-term debt(1)
Capital lease obligations(2)
Operating leases(3)
Purchase obligations(4)
Contingent consideration liabilities(5)
Outstanding letters of credit
Other asset purchase commitments
Other long-term obligations
Self-insurance reserves(6)
Deferred compensation plans and other retirement
obligations(7)
Long term incentive plan
Liabilities for unrecognized tax benefits
Total
Less than
1 Year
1-3 Years
3-5 Years
More than
5 Years
$ 2,203.2
$
112.9
$
252.2
$ 1,130.0
$
21.4
760.2
180.2
8.0
60.4
25.7
58.5
29.1
9.3
3.4
0.7
3.6
138.7
180.2
4.4
60.4
13.7
28.8
1.5
8.0
0.2
0.7
4.0
221.6
—
2.9
—
10.0
19.3
—
1.3
1.5
—
1.3
146.6
—
0.7
—
2.0
6.7
—
—
0.7
—
708.1
12.5
253.3
—
—
—
—
3.7
27.6
—
1.0
—
$ 3,360.1
$
553.1
$
512.8
$ 1,288.0
$ 1,006.2
Our long-term debt under contractual obligations above includes interest on the balances outstanding as of
December 31, 2014. Interest on our senior notes, notes payable, and other long-term debt is calculated based on the
respective stated rates. Interest on our variable rate credit facilities is calculated based on the weighted average rates,
including the impact of interest rate swaps through their respective expiration dates, in effect for each tranche of
borrowings as of December 31, 2014. Future estimated interest expense for the next year, one to three years, and three
to five years is $52.6 million, $103.0 million and $94.4 million, respectively. Estimated interest expense beyond five
years is $99.9 million.
Interest on capital lease obligations is included based on incremental borrowing or implied rates.
The operating lease payments above do not include certain tax, insurance and maintenance costs, which are also
required contractual obligations under our operating leases but are generally not fixed and can fluctuate from year to
year. Historically, these expenses have averaged approximately 25% of the corresponding lease payments.
Our purchase obligations include open purchase orders for aftermarket inventory.
Our contingent consideration liabilities reflect the undiscounted estimated payments of additional consideration related
to business combinations. The actual payments will be determined at the end of the applicable performance periods
based on the acquired entities' achievement of the targets specified in the purchase agreements.
Self-insurance reserves include undiscounted estimated payments, net of estimated insurance recoveries, for our
employee medical benefits, automobile liability, general liability, directors and officers liability, workers'
compensation and property insurance.
52
Other
Total
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Deferred compensation payments are dependent on elected payment dates. While we expect that these payments will
be made more than five years from the latest balance sheet date, payments may be made earlier depending on such
elections. Our deferred compensation plans are funded through investments in life insurance policies. Other retirement
obligations consists of our expected required contributions to Sator's pension plan. We have not included future
funding requirements beyond 2015 in the table above, as these funding projections are not practicable to estimate.
53
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our results of operations are exposed to changes in interest rates primarily with respect to borrowings under our
credit facilities, where interest rates are tied to the prime rate, LIBOR or CDOR. Therefore, we implemented a policy to
manage our exposure to variable interest rates on a portion of our outstanding variable rate debt instruments through the use
of interest rate swap contracts. These contracts convert a portion of our variable rate debt to fixed rate debt, matching the
currency, effective dates and maturity dates to specific debt instruments. Net interest payments or receipts from interest rate
swap contracts are included as adjustments to interest expense. All of our interest rate swap contracts have been executed with
banks that we believe are creditworthy (Wells Fargo Bank, N.A., Bank of America, N.A. and RBS Citizens, N.A.).
As of December 31, 2014, we held six interest rate swap contracts representing a total of $420 million of U.S.
dollar-denominated notional amount debt, £50 million of pound sterling-denominated notional amount debt, and CAD $25
million of Canadian dollar-denominated notional amount debt. Our interest rate swap contracts are designated as cash flow
hedges and modify the variable rate nature of that portion of our variable rate debt. These swaps have maturity dates ranging
from October 2015 through December 2016. In total, we had 47% of our variable rate debt under our credit facilities at fixed
rates at December 31, 2014 compared to 78% at December 31, 2013, which reflects the increase in borrowings during 2014 to
finance our acquisitions. As of December 31, 2014, the fair market value of these swap contracts was a net liability of $5.2
million. The values of such contracts are subject to changes in interest rates.
At December 31, 2014, we had $673 million of variable rate debt that was not hedged. Using sensitivity analysis, a
100 basis point movement in interest rates would change interest expense by $6.7 million over the next twelve months.
The proceeds of our May 2013 senior notes offering were used to finance our euro-denominated acquisition of
Sator, as well as to repay a portion of our pound sterling-denominated revolver borrowings held by our European operations.
In connection with these transactions, in 2013 we entered into euro-denominated and pound sterling-denominated
intercompany notes, which incurred transaction gains and losses from fluctuations in the U.S. dollar against these currencies.
To mitigate these fluctuations, we entered into foreign currency forward contracts to sell €150.0 million for $195.0 million
and £70.0 million for $105.8 million. The gains or losses from the remeasurement of these contracts are recorded to earnings
to offset the remeasurement of the related notes. During the year ended December 31, 2014, we settled these forward
contracts through payments to the counterparties totaling $20.0 million. While there are no such forward contracts outstanding
as of December 31, 2014, we may enter into additional foreign currency forward contracts from time to time to mitigate the
impact of fluctuations in exchange rates on similar intercompany financing transactions.
Additionally, we are exposed to currency fluctuations with respect to the purchase of aftermarket products from
foreign countries. The majority of our foreign inventory purchases are from manufacturers based in Taiwan. While our
transactions with manufacturers based in Taiwan are conducted in U.S. dollars, changes in the relationship between the U.S.
dollar and the Taiwan dollar might impact the purchase price of aftermarket products. Our aftermarket operations in Canada,
which also purchase inventory from Taiwan in U.S. dollars, are further subject to changes in the relationship between the U.S.
dollar and the Canadian dollar. Our aftermarket operations in the U.K. also source a portion of their inventory from Taiwan, as
well as from other European countries and China, resulting in exposure to changes in the relationship of the pound sterling
against the euro and the U.S. dollar. We hedge our exposure to foreign currency fluctuations for certain of our purchases in
our European operations, but the notional amount and fair value of these foreign currency forward contracts at December 31,
2014 were immaterial. We do not currently attempt to hedge our foreign currency exposure related to our foreign currency
denominated inventory purchases in our North American operations, and we may not be able to pass on any price increases to
our customers.
Foreign currency fluctuations may also impact the financial results we report for the portions of our business that
operate in functional currencies other than the U.S. dollar. Our operations in Europe and other countries represented 33.2%
and 30% of our revenue during 2014 and 2013, respectively. An increase or decrease in the strength of the U.S. dollar against
these currencies by 10% would result in a 3% change in our consolidated revenue and our operating income for the year
ended December 31, 2014.
Other than with respect to our intercompany transactions denominated in euro and pound sterling and a portion of
our foreign currency denominated inventory purchases in the U.K., we do not hold derivative contracts to hedge foreign
currency risk. Our net investment in foreign operations is partially hedged by the foreign currency denominated borrowings
we use to fund foreign acquisitions. Additionally, we have elected not to hedge the foreign currency risk related to the interest
payments on these borrowings as we generate Canadian dollar, pound sterling and euro cash flows that can be used to fund
debt payments. As of December 31, 2014, we had amounts outstanding under our revolving credit facilities of €216.5 million,
£96.2 million, and CAD $130.4 million. As of December 31, 2013, we had amounts outstanding under our revolving credit
facilities of €7.0 million, £72.9 million, and CAD $1 10.0 million. Since December 31, 2013, we have replaced certain of our
54
U.S. dollar denominated borrowings with foreign-currency denominated borrowings, primarily in Europe, which more closely
aligns the functional currency of our borrowings and the cash flows used to fund debt payments.
We are also exposed to market risk related to price fluctuations in scrap metal and other metals. Market prices of
these metals affect the amount that we pay for our inventory as well as the revenue that we generate from sales of these
metals. As both our revenue and costs are affected by the price fluctuations, we have a natural hedge against the
changes. However, there is typically a lag between the effect on our revenue from metal price fluctuations and inventory cost
changes. Therefore, we can experience positive or negative gross margin effects in periods of rising or falling metals prices,
particularly when such prices move rapidly. If market prices were to fall at a greater rate than our vehicle acquisition costs, we
could experience a decline in gross margin. Scrap metal and other metal prices declined 15% sequentially in the fourth quarter
of 2014, which had a negative effect on our revenue and margins. This trend will continue until inventory costs decrease by an
amount commensurate with the decline of scrap metal and other metal prices. As of December 31, 2014, we held short-term
metals forward contracts to mitigate a portion of our exposure to fluctuations in metals prices specifically related to our
precious metals refining and reclamation business. The notional amount and fair value of these forward contracts at
December 31, 2014 were immaterial.
55
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
*****
INDEX TO FINANCIAL STATEMENTS
LKQ CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Income for the years ended December 31, 2014, 2013, and 2012
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013, and 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013, and 2012
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014, 2013, and 2012
Notes to Consolidated Financial Statements
Page
57
58
59
59
60
61
62
56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of LKQ Corporation:
We have audited the accompanying consolidated balance sheets of LKQ Corporation and subsidiaries (the
"Company") as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income,
cash flows and stockholders' equity for each of the three years in the period ended December 31, 2014. Our audits also included
the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are
the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of
LKQ Corporation and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted
in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth
therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company's internal control over financial reporting as of December 31, 2014, based on the criteria established in
Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 2, 2015 expressed an unqualified opinion on the Company's internal control over
financial reporting.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 2, 2015
57
LKQ CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share data)
Assets
Current Assets:
Cash and equivalents
Receivables, net
Inventory
Deferred income taxes
Prepaid expenses and other current assets
Total Current Assets
Property and Equipment, net
Intangible Assets:
Goodwill
Other intangibles, net
Other Assets
Total Assets
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable
Accrued expenses:
Accrued payroll-related liabilities
Other accrued expenses
Contingent consideration liabilities
Other current liabilities
Current portion of long-term obligations
Total Current Liabilities
Long-Term Obligations, Excluding Current Portion
Deferred Income Taxes
Other Noncurrent Liabilities
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $0.01 par value,1,000,000,000 shares authorized, 303,452,655 and
300,805,276 shares issued and outstanding at December 31, 2014 and 2013,
respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
December 31,
2014
2013
$
114,605
$
601,422
1,433,847
81,744
85,799
2,317,417
629,987
150,488
458,094
1,076,952
63,938
50,345
1,799,817
546,651
2,288,895
1,937,444
245,525
91,668
153,739
81,123
$
5,573,492
$
4,518,774
$
400,202
$
349,069
86,016
164,148
4,293
32,522
63,515
750,696
1,801,047
181,662
119,430
58,695
140,074
52,465
36,115
41,535
677,953
1,264,246
133,822
92,008
3,035
1,054,686
1,703,161
(40,225)
2,720,657
3,008
1,006,084
1,321,642
20,011
2,350,745
$
5,573,492
$
4,518,774
The accompanying notes are an integral part of the consolidated financial statements.
58
LKQ CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share data)
Revenue
Cost of goods sold
Gross margin
Facility and warehouse expenses
Distribution expenses
Selling, general and administrative expenses
Restructuring and acquisition related expenses
Depreciation and amortization
Operating income
Other expense (income):
Interest expense
Loss on debt extinguishment
Change in fair value of contingent consideration liabilities
Interest and other income, net
Total other expense, net
Income before provision for income taxes
Provision for income taxes
Equity in earnings of unconsolidated subsidiaries
Net income
Earnings per share:
Basic
Diluted
Year Ended December 31,
2014
6,740,064
4,088,151
2,651,913
526,291
577,341
762,888
14,806
120,719
649,868
64,542
324
(1,851)
(1,035)
61,980
587,888
204,264
(2,105)
381,519
1.26
1.25
$
$
$
$
2013
5,062,528
2,987,126
2,075,402
425,081
431,947
597,052
10,173
80,969
530,180
51,184
2,795
2,504
(2,130)
54,353
475,827
164,204
—
311,623
1.04
1.02
$
$
$
$
2012
4,122,930
2,398,790
1,724,140
347,917
375,835
495,591
2,751
64,093
437,953
31,429
—
1,643
(4,286)
28,786
409,167
147,942
—
261,225
0.88
0.87
$
$
$
$
Consolidated Statements of Comprehensive Income
(In thousands)
Net income
Other comprehensive (loss) income, net of tax:
Foreign currency translation
Net change in unrecognized gains/losses on derivative instruments, net of tax
Net change in unrealized gains/losses on pension plan, net of tax
Total other comprehensive (loss) income
Total comprehensive income
Year Ended December 31,
2014
381,519
$
2013
311,623
$
2012
261,225
(51,979)
2,195
(10,452)
(60,236)
321,283
$
14,056
4,495
701
19,252
330,875
$
12,921
(3,201)
—
9,720
270,945
$
$
The accompanying notes are an integral part of the consolidated financial statements.
59
LKQ CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
381,519
$
311,623
$
261,225
Year Ended December 31,
2014
2013
2012
Depreciation and amortization
Stock-based compensation expense
Deferred income taxes
Excess tax benefit from stock-based payments
Other
Changes in operating assets and liabilities, net of effects from acquisitions:
Receivables
Inventory
Prepaid expenses and other assets
Prepaid income taxes/income taxes payable
Accounts payable
Accrued expenses and other current liabilities
Other noncurrent liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
Acquisitions, net of cash acquired
Other investing activities, net
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Excess tax benefit from stock-based payments
Debt issuance costs
Proceeds from issuance of senior notes
Borrowings under revolving credit facilities
Repayments under revolving credit facilities
Borrowings under term loans
Repayments under term loans
Borrowings under receivables securitization facility
Repayments under receivables securitization facility
Repayments of other long-term debt
Payments of other obligations
Other financing activities, net
Net cash provided by financing activities
Effect of exchange rate changes on cash and equivalents
Net (decrease) increase in cash and equivalents
Cash and equivalents, beginning of period
Cash and equivalents, end of period
Supplemental disclosure of cash paid for:
Income taxes, net of refunds
Interest
Supplemental disclosure of noncash investing and financing activities:
Notes payable and other obligations, including notes issued and debt assumed in
connection with business acquisitions
Contingent consideration liabilities
Non-cash property and equipment additions
125,437
22,021
6,242
(17,814)
6,593
(61,739)
(122,590)
(19,191)
18,428
(5,474)
32,179
5,286
370,897
(140,950)
(775,921)
(4,123)
(920,994)
9,324
17,814
(3,750)
—
1,587,644
(1,098,518)
11,250
(16,875)
95,050
(150)
(40,051)
(41,992)
(743)
519,003
(4,789)
(35,883)
150,488
114,605
176,955
59,678
96,258
5,854
2,293
$
$
$
$
$
$
86,463
22,036
4,279
(18,348)
9,630
(44,670)
(69,222)
(5,224)
49,993
49,641
23,256
8,599
428,056
(90,186)
(408,384)
(7,036)
(505,606)
15,392
18,348
(16,940)
600,000
437,023
(748,086)
35,000
(16,875)
41,500
(121,500)
(45,062)
(32,859)
—
165,941
2,327
90,718
59,770
150,488
110,862
45,253
8,360
3,854
6,615
$
$
$
70,165
15,634
4,222
(15,737)
4,515
(12,813)
(95,042)
(18,952)
(774)
(15,097)
2,208
6,636
206,190
(88,255)
(265,336)
1,057
(352,534)
17,693
15,737
(253)
—
742,381
(855,402)
200,000
(20,000)
82,700
(2,700)
(18,791)
(4,293)
—
157,072
795
11,523
48,247
59,770
146,478
29,026
21,626
5,456
21,031
The accompanying notes are an integral part of the consolidated financial statements.
60
LKQ CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
(In thousands)
Common Stock
Shares
Issued
Amount
Additional
Paid-
In Capital
Retained
Earnings
BALANCE, January 1, 2012
293,897
$
2,939
$ 901,313
$ 748,794
Net income
Other comprehensive income
Restricted stock units vested
Stock-based compensation
expense
Exercise of stock options
Excess tax benefit from stock-
based payments
—
—
467
—
3,447
—
—
—
5
—
34
—
—
—
(5)
15,634
17,659
15,737
261,225
—
—
—
—
—
Accumulated
Other
Comprehensive
(Loss) Income
$
Total
Stockholders’
Equity
(8,961) $ 1,644,085
261,225
—
9,720
—
—
—
—
9,720
—
15,634
17,693
15,737
BALANCE, December 31, 2012
297,811
$
2,978
$ 950,338
$1,010,019
$
759
$ 1,964,094
Net income
Other comprehensive income
Restricted stock units vested
Stock-based compensation
expense
Exercise of stock options
Excess tax benefit from stock-
based payments
—
—
595
—
2,399
—
—
—
6
—
24
—
—
—
(6)
22,036
15,368
18,348
311,623
—
—
—
—
—
—
19,252
—
—
—
—
311,623
19,252
—
22,036
15,392
18,348
BALANCE, December 31, 2013
300,805
$
3,008
$1,006,084
$1,321,642
$
20,011
$ 2,350,745
Net income
Other comprehensive loss
Restricted stock units vested
Stock-based compensation
expense
Exercise of stock options
Tax withholdings related to net
share settlements of stock-based
compensation awards
Excess tax benefit from stock-
based payments
—
—
975
—
1,688
(15)
—
—
—
10
—
17
—
—
—
—
(10)
22,021
9,307
(443)
17,727
381,519
—
—
—
—
—
—
BALANCE, December 31, 2014
303,453
$
3,035
$1,054,686
$1,703,161
$
—
(60,236)
—
—
—
—
381,519
(60,236)
—
22,021
9,324
(443)
—
17,727
(40,225) $ 2,720,657
The accompanying notes are an integral part of the consolidated financial statements.
61
LKQ CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Business
The financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware
corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries.
When the terms "LKQ," "the Company," "we," "us," or "our" are used in this document, those terms refer to LKQ Corporation
and its consolidated subsidiaries.
We are the nation’s largest provider of alternative vehicle collision replacement products and a leading provider of
alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major
markets in the United States and Canada. We are also a leading provider of alternative vehicle replacement and maintenance
products in the United Kingdom and the Benelux region of continental Europe. In addition to our wholesale operations, we
operate self service retail facilities across the U.S. that sell recycled automotive products from end-of-life-vehicles. We also
have operations in the Netherlands, Belgium, Northern France, Sweden, Norway, Mexico and Central America. In total, we
operate more than 750 facilities.
As described in Note 8, "Business Combinations," on January 3, 2014, we completed our acquisition of Keystone
Automotive Holdings, Inc. ("Keystone Specialty"), a distributor and marketer of specialty vehicle aftermarket equipment and
accessories in North America. With our acquisition of Keystone Specialty, we present an additional reportable segment,
Specialty. Our consolidated financial statements reflect the impact of Keystone Specialty from the date of acquisition through
December 31, 2014.
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of LKQ Corporation and its subsidiaries.
All intercompany transactions and accounts have been eliminated.
Use of Estimates
In preparing our financial statements in conformity with accounting principles generally accepted in the United States,
we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are
shipped to, delivered to or picked up by customers and title has transferred, subject to an allowance for estimated returns,
discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns,
discounts and allowances of approximately $31.3 million and $26.6 million at December 31, 2014 and 2013, respectively. We
present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded
from revenue on our Consolidated Statements of Income and are shown as a current liability on our Consolidated Balance
Sheets until remitted. We recognize revenue from the sale of scrap, cores and other metals when title has transferred, which
typically occurs upon delivery to the customer. Revenue also includes amounts billed to customers for shipping and handling.
Distribution expenses in the accompanying Consolidated Statements of Income are the costs incurred to prepare and deliver
products to customers.
Receivables and Allowance for Doubtful Accounts
In the normal course of business, we extend credit to customers after a review of each customer's credit history. We
recorded a reserve for uncollectible accounts of approximately $19.4 million and $14.4 million at December 31, 2014 and
2013, respectively. The reserve is based upon the aging of the accounts receivable, our assessment of the collectability of
specific customer accounts and historical experience. Receivables are written off once collection efforts have been exhausted.
Recoveries of receivables previously written off are recorded when received.
62
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and
equivalents and accounts receivable. We control our exposure to credit risk associated with these instruments by (i) placing our
cash and equivalents with several major financial institutions; (ii) holding high-quality financial instruments; and
(iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and monitoring procedures. In
addition, our overall credit risk with respect to accounts receivable is limited to some extent because our customer base is
composed of a large number of geographically diverse customers.
Inventory
We classify our inventory into the following categories: aftermarket and refurbished products; and salvage and
remanufactured products.
An aftermarket product is a new vehicle product manufactured by a company other than the original equipment
manufacturer. Cost is established based on the average price we pay for parts, and includes expenses incurred for freight and
overhead costs. For items purchased from foreign companies, import fees and duties and transportation insurance are also
included. Refurbished inventory cost is based on the average price we pay for cores, which are recycled automotive parts that
are not suitable for sale as a replacement part without further processing. The cost of our refurbished inventory also includes
expenses incurred for freight, labor and other overhead.
A salvage product is a recycled vehicle part suitable for sale as a replacement part. Cost is established based upon the
price we pay for a vehicle, including auction, storage and towing fees, as well as expenditures for buying and dismantling.
Inventory carrying value is determined using the average cost to sales percentage at each of our facilities and applying that
percentage to the facility's inventory at expected selling prices, the assessment of which incorporates the sales probability based
on a part's days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical
profitability for salvage vehicles. Remanufactured inventory cost is based upon the price paid for cores, and also includes
expenses incurred for freight, direct manufacturing costs and overhead.
For all inventory, carrying value is recorded at the lower of cost or market and is reduced to reflect current anticipated
demand. If actual demand differs from our estimates, additional reductions to inventory carrying value would be necessary in
the period such determination is made.
Inventory consists of the following (in thousands):
Aftermarket and refurbished products
Salvage and remanufactured products
December 31,
2014
1,022,549
411,298
1,433,847
$
$
2013
706,600
370,352
1,076,952
$
$
Our acquisitions completed during 2014 and adjustments to preliminary valuations of inventory for certain of our
2013 acquisitions contributed $253.7 million of the increase in our aftermarket and refurbished products inventory and $20.8
million of the increase in our salvage and remanufactured products inventory during 2014. See Note 8, "Business
Combinations" for further information on our acquisitions.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and
improvements that extend the useful life of the related asset are capitalized. As property and equipment are sold or retired, the
applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is
recognized. Construction in progress consists primarily of building and land improvements at our existing facilities.
Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold
improvements, the term of the related lease and reasonably assured renewal periods, if shorter.
63
Our estimated useful lives are as follows:
Land improvements
Buildings and improvements
Furniture, fixtures and equipment
Computer equipment and software
Vehicles and trailers
Property and equipment consists of the following (in thousands):
Land and improvements
Buildings and improvements
Furniture, fixtures and equipment
Computer equipment and software
Vehicles and trailers
Leasehold improvements
Less—Accumulated depreciation
Construction in progress
10-20 years
20-40 years
3-20 years
3-10 years
3-10 years
December 31,
2014
2013
$
112,582
$
173,366
337,125
125,888
87,944
129,309
966,214
(374,291)
38,064
101,018
143,535
282,862
108,424
64,381
108,625
808,845
(294,183)
31,989
$
629,987
$
546,651
We record depreciation expense within Depreciation and Amortization on our Consolidated Statements of Income.
Additionally, included in Cost of Goods Sold on the Consolidated Statements of Income is depreciation expense associated
with our refurbishing, remanufacturing, and furnace operations and our distribution centers. Total depreciation expense for the
years ended December 31, 2014, 2013 and 2012 was $90.9 million, $72.7 million, and $60.7 million, respectively.
Intangible Assets
Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the
identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer
relationships, software and other technology related assets, and covenants not to compete.
Goodwill is tested for impairment at least annually, and we performed annual impairment tests during the fourth
quarters of 2014, 2013 and 2012. The results of all of these tests indicated that goodwill was not impaired.
The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands):
Balance as of January 1, 2012
Business acquisitions and adjustments to previously
recorded goodwill
Exchange rate effects
Balance as of December 31, 2012
Business acquisitions and adjustments to previously recorded
goodwill
Exchange rate effects
Balance as of December 31, 2013
Business acquisitions and adjustments to previously recorded
goodwill
Exchange rate effects
Balance as of December 31, 2014
North
America
$1,136,630
Europe
Specialty
Total
$ 339,433
$
— $ 1,476,063
201,742
1,459
(4,140)
15,160
—
—
197,602
16,619
$1,339,831
$ 350,453
$
— $ 1,690,284
27,035
(7,929)
$1,358,937
208,412
19,642
—
—
235,447
11,713
$ 578,507
$
— $ 1,937,444
43,752
(10,657)
$1,392,032
91,916
(53,604)
$ 616,819
280,035
9
$ 280,044
415,703
(64,252)
$ 2,288,895
64
In 2014 and 2013, we finalized the valuation of certain intangible assets acquired related to our 2013 and 2012
acquisitions, respectively. As these adjustments did not have a material impact on our financial position or results of operations,
we recorded these adjustments to goodwill and amortization expense in 2014 and 2013, respectively.
The components of other intangibles are as follows (in thousands):
December 31, 2014
December 31, 2013
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Trade names and trademarks
$
173,340
$
(35,538) $
137,802
$
143,577
$
Customer relationships
Software and other technology
related assets
Covenants not to compete
92,972
(26,751)
66,221
29,583
44,640
11,074
(10,387)
(3,825)
34,253
7,249
20,384
3,979
$
322,026
$
(76,501) $
245,525
$
197,523
$
(27,950) $
(10,770)
(2,718)
(2,346)
(43,784) $
Net
115,627
18,813
17,666
1,633
153,739
During 2014, we recorded $35.5 million of trade names, $65.1 million of customer relationships, $26.7 million of
software and technology related assets and $1.9 million of covenants not to compete resulting from our 2014 acquisitions and
adjustments to certain preliminary intangible asset valuations from our 2013 acquisitions. The trade names, customer
relationships, and software and technology related assets recorded in 2014 included $22.0 million, $30.5 million, and $25.5
million, respectively, related to our acquisition of Keystone Specialty as discussed in Note 8, "Business Combinations." Other
intangible assets resulting from our acquisition of Keystone Specialty were not material. We also recognized trade names and
customer relationships of $10.1 million and $17.6 million, respectively, related to our 2014 acquisition of a supplier of
replacement parts, supplies and accessories for recreational vehicles in our Specialty segment and customer relationships of
$12.0 million related to our 2014 acquisition of an automotive core business.
During 2013, we recorded $23.9 million of trade names, $14.1 million of customer relationships, $19.3 million of
software and technology related assets and $0.3 million of covenants not to compete resulting from our 2013 acquisitions and
adjustments to certain preliminary intangible asset valuations from our 2012 acquisitions. The trade names, customer
relationships, and software and technology related assets recorded in 2013 included $23.5 million, $2.5 million, and $19.3
million, respectively, related to our acquisition of Sator Beheer B.V. ("Sator") as discussed in Note 8, "Business Combinations."
We also recognized $11.4 million of customer relationships related to our acquisitions of five automotive paint distributors in
2013.
Trade names and trademarks are amortized over a useful life ranging from 10 to 30 years on a straight-line basis.
Customer relationships are amortized over the expected period to be benefited (5 to 20 years) on an accelerated basis. Software
and other technology related assets are amortized on a straight-line basis over the expected period to be benefited (five to six
years). Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years,
on a straight-line basis. The weighted average amortization period for our intangible assets acquired during 2014 is 14 years.
Amortization expense for intangibles was $34.5 million, $13.8 million and $9.5 million during the years ended December 31,
2014, 2013 and 2012, respectively. Estimated amortization expense for each of the five years in the period ending
December 31, 2019 is $33.1 million, $30.0 million, $27.6 million, $22.4 million and $17.8 million, respectively.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying
amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not
recoverable, the carrying amount of such assets is reduced to fair value. There were no material adjustments to the carrying
value of long-lived assets during the years ended December 31, 2014, 2013 or 2012.
65
Warranty Reserve
Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally,
some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited
lifetime warranty for certain of our aftermarket products that is supported by certain of the suppliers of those products. We
record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty
claims activity. The changes in the warranty reserve are as follows (in thousands):
Balance as of January 1, 2013
Warranty expense
Warranty claims
Balance as of December 31, 2013
Warranty expense
Warranty claims
Balance as of December 31, 2014
$
$
$
10,574
29,674
(27,801)
12,447
30,370
(27,936)
14,881
Self-Insurance Reserves
We self-insure a portion of employee medical benefits under the terms of our employee health insurance program. We
purchase certain stop-loss insurance to limit our liability exposure. We also self-insure a portion of our property and casualty
risk, which includes automobile liability, general liability, directors and officers liability, workers' compensation, and property
coverage, under deductible insurance programs. The insurance premium costs are expensed over the contract periods. A reserve
for liabilities associated with these losses is established for claims filed and claims incurred but not yet reported based upon our
estimate of ultimate cost, which is calculated using analyses of historical data. We monitor new claims and claim development
as well as trends related to the claims incurred but not reported in order to assess the adequacy of our insurance reserves. Total
self-insurance reserves were $76.0 million and $55.6 million, including $36.4 million and $25.8 million classified as Other
Accrued Expenses, as of December 31, 2014 and 2013, respectively. The remaining balances of self-insurance reserves are
classified as Other Noncurrent Liabilities, which reflects management's estimates of when claims will be paid. The reserves
presented on the Consolidated Balance Sheets are net of claims deposits of $0.6 million and $0.5 million at December 31, 2014
and 2013, respectively. In addition to these claims deposits, we had outstanding letters of credit of $59.2 million and $43.0
million at December 31, 2014 and 2013, respectively, to guarantee self-insurance claims payments. While we do not expect the
amounts ultimately paid to differ significantly from our estimates, our insurance reserves and corresponding expenses could be
affected if future claims experience differs significantly from historical trends and assumptions.
Income Taxes
Current income taxes are provided on income reported for financial reporting purposes, adjusted for transactions that
do not enter into the computation of income taxes payable in the same year. Deferred income taxes have been provided to show
the effect of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial
statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either
expire before we are able to realize their benefit or that future deductibility is uncertain.
We recognize the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for
income taxes only for those positions that are more likely than not to be realized. We follow a two-step approach to recognizing
and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight
of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more
than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax
positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. Our
policy is to include interest and penalties associated with income tax obligations in income tax expense.
U.S. federal income taxes are not provided on our interest in undistributed earnings of foreign subsidiaries when it is
management's intent that such earnings will remain invested in those subsidiaries or other foreign subsidiaries. Taxes will be
provided on these earnings in the period in which a decision is made to repatriate the earnings.
66
Investment in Unconsolidated Subsidiary
As of December 31, 2014, the carrying value of our investments in unconsolidated subsidiaries was $8.1 million; of
this amount, $6.4 million relates to our investment in ACM Parts Pty Ltd ("ACM Parts"). In August 2013, we entered into an
agreement with Suncorp Group, a leading general insurance group in Australia and New Zealand, to develop ACM Parts, an
alternative vehicle replacement parts business in those countries. We hold a 49% interest in the entity and are contributing our
experience to help establish automotive parts recycling operations and to facilitate the procurement of aftermarket parts;
Suncorp Group holds a 51% equity interest and is supplying salvage vehicles to the venture as well as assisting in establishing
relationships with repair shops as customers. We are accounting for our interest in this subsidiary using the equity method of
accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. The total
of our investment in ACM Parts and other unconsolidated subsidiaries is included within Other Assets on our Consolidated
Balance Sheets. Our equity in the net earnings of the investees for the years ended December 31, 2014 and 2013 was not
material.
Rental Expense
We recognize rental expense on a straight-line basis over the respective lease terms, including reasonably assured
renewal periods, for all of our operating leases.
Foreign Currency Translation
For most of our foreign operations, the local currency is the functional currency. Assets and liabilities are translated
into U.S. dollars at the period-ending exchange rate. Statements of Income amounts are translated to U.S. dollars using average
exchange rates during the period. Translation gains and losses are reported as a component of Accumulated Other
Comprehensive Income (Loss) in stockholders' equity.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09,
"Revenue from Contracts with Customers" ("ASU 2014-09"). This update outlines a new comprehensive revenue recognition
model which supersedes most current revenue recognition guidance, and requires companies to recognize revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to
be entitled in exchange for those goods or services. Entities adopting the standard have the option of using either a full
retrospective or modified retrospective approach in the application of this guidance. ASU 2014-09 will be effective for the
Company during the first quarter of our fiscal year 2017. Early adoption is not permitted. We are still evaluating the impact that
ASU 2014-09 will have on our consolidated financial statements and related disclosures.
In June 2014, the FASB issued Accounting Standards Update 2014-12, "Accounting for Share-Based Payments When
the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" ("ASU
2014-12"). This update requires that a performance target that affects vesting and that could be achieved after the requisite
service period be treated as a performance condition, and requires the recognition of compensation cost in the period in which it
becomes probable that the performance target will be achieved. ASU 2014-12 will be effective for the Company during the first
quarter of our fiscal year 2016. Early adoption is permitted. The new standard can be applied either prospectively to all awards
granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of
the beginning of the earliest annual period presented in the financial statements as an adjustment to opening retained earnings.
We do not anticipate the adoption of this update will have a material impact on our financial position, results of operations,
cash flows, or disclosures.
Note 3. Equity Incentive Plans
In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we
may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”),
performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive
Plan”). The total number of shares approved by our stockholders for issuance under the Equity Incentive Plan is 69.9 million
shares, subject to antidilution and other adjustment provisions. We have granted RSUs, stock options, and restricted stock under
the Equity Incentive Plan. Of the shares approved by our stockholders for issuance under the Equity Incentive Plan, 13.3
million shares remained available for issuance as of December 31, 2014. We expect to issue new shares of common stock to
cover past and future equity grants.
67
RSUs
RSUs vest over periods of up to five years, subject to a continued service condition. Each RSU converts into one share
of LKQ common stock on the applicable vesting date. RSUs may not be sold, pledged or otherwise transferred until they vest.
The grant date fair value of RSUs is based on the market price of LKQ stock on the grant date.
In January 2014, the Compensation Committee approved the grant of 175,800 RSUs to our executive officers that
include both a performance-based vesting condition and a time-based vesting condition. The performance-based vesting
condition is the report by the Company of positive diluted earnings per share, subject to certain adjustments, during any fiscal
year period within five years following the grant date (the "Performance Condition"). The time-based vesting condition is the
vesting of 16.67% of the number of RSUs subject to the grant each six months following the grant date over a total of three
years (the "Time Condition"). The Performance Condition was satisfied when LKQ reported its 2014 earnings on February 26,
2015 and, as a result, the portion of the RSUs that had previously met the Time Condition vested on such date and the
remaining RSUs will vest according to the remaining schedule of the Time Condition.
In March 2013, the Compensation Committee approved the grant to our executive officers of 275,400 RSUs that
include both the Performance Condition and the Time Condition. Also in March 2013, the Compensation Committee approved
the grant to our executive officers of 671,400 RSUs that have both a performance-based vesting condition (positive diluted
earnings per share for the year ending December 31, 2013) and a time-based vesting condition as a replacement for the
cancellation of an equal number of then unvested RSUs that had only a time-based vesting condition. The performance-based
condition for the March 2013 RSU grants to our executive officers was satisfied.
The fair value of RSUs that vested during the years ended December 31, 2014, 2013 and 2012 was $27.7 million,
$14.4 million and $7.8 million, respectively.
In January 2015, our Board of Directors granted 687,101 RSUs to employees (including executive officers).
Stock Options
Stock options vest over periods of up to five years, subject to a continued service condition. Stock options expire
either six or ten years from the date they are granted. During 2014, we granted 126,755 stock options to employees. The grant
date fair value of these options was immaterial to the financial statements, and thus we have not provided the detailed
disclosures otherwise prescribed by the accounting guidance on stock options.
The total grant-date fair value of options that vested during the years ended December 31, 2014, 2013 and 2012 was
$3.3 million, $5.1 million and $7.2 million, respectively. The total intrinsic value (market value of stock less option exercise
price) of stock options exercised was $38.4 million, $46.9 million and $45.3 million during the years ended December 31,
2014, 2013 and 2012, respectively.
Restricted Stock
Restricted stock vests over a five year period, subject to a continued service condition. Shares of restricted stock may
not be sold, pledged or otherwise transferred until they vest. During the year ended December 31, 2014, all remaining unvested
restricted stock became fully vested.
The fair value of restricted stock that vested during the years ended December 31, 2014, 2013 and 2012 was $0.5
million, $2.3 million and $1.6 million, respectively.
68
A summary of transactions in our stock-based compensation plans is as follows:
RSUs
Stock Options
Restricted Stock
Number
Outstanding
Weighted
Average
Grant Date
Fair Value
Number
Outstanding
Weighted
Average
Exercise
Price
Number
Outstanding
Weighted
Average
Grant Date
Fair Value
Balance, January 1, 2012
1,433,582
$
11.80
13,078,092
$
6.47
212,000
$
9.49
Granted
Exercised
Vested
Canceled
1,504,410
—
(467,208)
(119,422)
Balance, December 31, 2012
2,351,362
$
Granted
Exercised
Vested
Canceled
924,312
—
(594,961)
(122,500)
Balance, December 31, 2013
2,558,213
$
Granted
Exercised
Vested
Canceled
664,897
—
(975,462)
(96,416)
Balance, December 31, 2014
2,151,232
$
15.86
—
— (3,446,472)
—
(276,550)
9,355,070
13.09
14.03
14.02
—
— (2,399,419)
—
(123,320)
6,832,331
22.18
15.05
16.25
16.63
31.82
126,755
— (1,687,700)
—
(63,614)
5,207,772
17.01
20.73
20.97
$
$
—
5.13
—
8.30
6.90
—
6.41
—
8.89
7.04
32.31
5.52
—
16.10
—
—
(96,000)
—
116,000
$
—
—
(96,000)
—
20,000
$
—
—
(20,000)
—
$
8.04
— $
—
—
9.51
—
9.47
—
—
9.51
—
9.30
—
—
9.30
—
—
The RSUs containing a performance-based vesting condition that were granted in replacement of canceled RSUs were
accounted for as a modification of the original awards, and therefore are not reflected as grants or cancellations in the table
above.
The following table summarizes information about RSUs and options at December 31, 2014:
RSUs - expected to vest
Stock options - outstanding
Stock options - expected to vest
Stock options - exercisable
Weighted
Average
Remaining
Contractual
Life (Yrs)
2.3
3.6
3.6
3.5
Intrinsic
Value
(in thousands)
$
58,877
$
105,038
105,038
100,341
Weighted
Average
Exercise
Price
—
8.04
7.86
7.40
Shares
2,093,784
5,207,772
5,169,746
4,843,084
The aggregate intrinsic value represents the total pre-tax intrinsic value based on our closing stock price of $28.12 on
December 31, 2014. This amount changes based upon the fair market value of our common stock. The aggregate intrinsic value
of total outstanding RSUs was $60.5 million at December 31, 2014.
For the RSUs that contain both a performance-based vesting condition and a time-based vesting condition, we
recognize compensation expense under the accelerated attribution method, pursuant to which expense is recognized over the
requisite service period for each separate vesting tranche of the award. For the RSUs that were canceled and replaced, the fair
values of the RSUs immediately before and after the modification were the same. As a result, there was no charge recorded in
2013 and the expense for these RSUs was continued at the grant date fair value. During the years ended December 31, 2014
and December 31, 2013, we recognized $8.2 million and $8.3 million, respectively, of stock based compensation expense
related to the RSUs containing a performance-based vesting condition. For all other awards, which are subject to only a time-
based vesting condition, we recognize compensation expense on a straight-line basis over the requisite service period of the
entire award.
In all cases, compensation expense is adjusted to reflect estimated forfeitures. When estimating forfeitures, we
consider voluntary and involuntary termination behavior as well as analysis of historical forfeitures.
69
The components of pre-tax stock-based compensation expense are as follows (in thousands):
RSUs
Stock options
Restricted stock
Total stock-based compensation expense
Year Ended December 31,
2014
2013
2012
$
$
18,965
$
17,299
$
2,917
139
4,529
208
8,411
6,310
913
22,021
$
22,036
$
15,634
The following table sets forth the classification of total stock-based compensation expense included in our
Consolidated Statements of Income (in thousands):
Cost of goods sold
Facility and warehouse expenses
Selling, general and administrative expenses
Income tax benefit
Total stock-based compensation expense, net of tax
Year Ended December 31,
2014
2013
2012
$
$
410
$
392
$
2,195
19,416
22,021
(8,478)
13,543
$
2,745
18,899
22,036
(8,594)
13,442
$
376
2,465
12,793
15,634
(6,097)
9,537
We have not capitalized any stock-based compensation costs during the years ended December 31, 2014, 2013 or
2012.
As of December 31, 2014, unrecognized compensation expense related to unvested RSUs and stock options is
expected to be recognized as follows (in thousands):
2015
2016
2017
2018
RSUs
$
13,362
$
Stock
Options
Total
$
13,734
8,569
4,820
2,221
98
372
307
8
—
—
8,262
4,812
2,221
98
2019
Total unrecognized compensation expense $
28,755
$
687
$
29,442
Note 4. Long-Term Obligations
Long-Term Obligations consist of the following (in thousands):
Senior secured credit agreement:
Term loans payable
Revolving credit facilities
Senior notes
Receivables securitization facility
Notes payable through November 2019 at weighted average interest rates of 1.0% and 1.1%,
respectively
Other long-term debt at weighted average interest rates of 3.1% and 3.5%, respectively
Less current maturities
70
December 31,
2014
2013
$
433,125
$
663,912
600,000
94,900
45,891
26,734
438,750
233,804
600,000
—
15,730
17,497
1,864,562
(63,515)
1,801,047
$
1,305,781
(41,535)
1,264,246
$
The scheduled maturities of long-term obligations outstanding at December 31, 2014 are as follows (in thousands):
2015
2016
2017
2018
2019
Thereafter
$
63,515
33,352
119,145
28,143
1,008,137
612,270
$
1,864,562
Senior Secured Credit Agreement
On March 27, 2014, LKQ Corporation, LKQ Delaware LLP, and certain other subsidiaries (collectively, the
"Borrowers") entered into a third amended and restated credit agreement (the "Credit Agreement"). The Credit Agreement
retains many of the terms of the Company’s second amended and restated credit agreement dated May 3, 2013 while also
modifying certain terms to (1) extend the maturity date by one year to May 3, 2019; (2) increase the total availability under the
Credit Agreement from $1.8 billion to $2.3 billion (composed of $1.69 billion in the revolving credit facility's multicurrency
component, $165 million in the revolving credit facility's U.S. dollar only component, and $450 million of term loans); (3)
reduce both the applicable margin on outstanding borrowings under the Credit Agreement and the commitment fee percentage
we pay on average daily unused amounts under the revolving credit facilities; and (4) make other immaterial or clarifying
modifications and amendments to the terms of the Company's second amended and restated credit agreement. The Credit
Agreement allows the Company to increase the amount of the revolving credit facility or obtain incremental term loans up to
the greater of $400 million or the amount that may be borrowed while maintaining a senior secured leverage ratio of less than
or equal to 2.50 to 1.00, subject to the agreement of the lenders. The proceeds of the Credit Agreement were used to repay
outstanding revolver borrowings and to pay fees related to the amendment and restatement.
Amounts under the revolving credit facilities are due and payable upon maturity of the Credit Agreement on May 3,
2019. Term loan borrowings are due and payable in quarterly installments equal to 1.25% of the original principal amount
beginning on June 30, 2014 with the remaining balance due and payable on the maturity date of the Credit Agreement. We are
required to prepay the term loan by amounts equal to proceeds from the sale or disposition of certain assets if the proceeds are
not reinvested within twelve months. We also have the option to prepay outstanding amounts under the Credit Agreement
without penalty.
The Credit Agreement contains customary representations and warranties, and contains customary covenants that
provide limitations and conditions on our ability to enter into certain transactions. The Credit Agreement also contains financial
and affirmative covenants, including limitations on our net leverage ratio and a minimum interest coverage ratio.
Borrowings under the Credit Agreement bear interest at variable rates, which depend on the currency and duration of
the borrowing elected, plus an applicable margin. The applicable margin is subject to change in increments of 0.25% depending
on our net leverage ratio. Interest payments are due on the last day of the selected interest period or quarterly in arrears
depending on the type of borrowing. Including the effect of the interest rate swap agreements described in Note 5, "Derivative
Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding under the Credit
Agreement at December 31, 2014 and December 31, 2013 were 2.10% and 3.05%, respectively. We also pay a commitment fee
based on the average daily unused amount of the revolving credit facilities. The commitment fee is subject to change in
increments of 0.05% depending on our net leverage ratio. In addition, we pay a participation commission on outstanding letters
of credit at an applicable rate based on our net leverage ratio, as well as a fronting fee of 0.125% to the issuing bank, which are
due quarterly in arrears.
Of the total borrowings outstanding under the Credit Agreement, $22.5 million was classified as current maturities at
both December 31, 2014 and December 31, 2013. As of December 31, 2014, there were letters of credit outstanding in the
aggregate amount of $60.4 million. The amounts available under the revolving credit facilities are reduced by the amounts
outstanding under letters of credit, and thus availability under the revolving credit facilities at December 31, 2014 was $1.1
billion.
Related to the execution of the Credit Agreement in March 2014, we incurred $3.7 million of fees, of which $3.4
million were capitalized within Other Assets on our Consolidated Balance Sheet and are amortized over the term of the
agreement. The remaining $0.3 million of fees were expensed during the year ended December 31, 2014 as a loss on debt
extinguishment. Related to the execution of the second amended and restated credit agreement in May 2013, we incurred $7.2
million of fees, of which $6.1 million were capitalized within Other Assets on our Consolidated Balance Sheet. The
71
remaining $1.1 million of fees, together with $1.7 million of capitalized debt issuance costs related to the original credit
agreement, were expensed during the year ended December 31, 2013 as a loss on debt extinguishment.
Senior Notes
On May 9, 2013, LKQ Corporation completed an offering of $600 million aggregate principal amount of senior notes
due May 15, 2023 (the "Original Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. In April 2014, LKQ Corporation completed an offer to exchange $600 million aggregate principal
amount of registered 4.75% Senior Notes due 2023 (the "Notes") for the Original Notes. The Notes are governed by the
Indenture dated as of May 9, 2013 among LKQ Corporation, certain of our subsidiaries (the "Guarantors") and U.S. Bank
National Association, as trustee. The Notes are substantially identical to the Original Notes, except the Notes are registered
under the Securities Act of 1933, and the transfer restrictions, registration rights, and related additional interest provisions
applicable to the Original Notes do not apply to the Notes.
The Notes bear interest at a rate of 4.75% per year from the date of the original issuance or from the most recent
payment date on which interest has been paid or provided for. Interest on the Notes is payable in arrears on May 15 and
November 15 of each year. The first interest payment was made on November 15, 2013. The Notes are fully and
unconditionally guaranteed, jointly and severally, by the Guarantors.
The Notes and the guarantees are, respectively, LKQ Corporation's and each Guarantor's senior unsecured obligations
and are subordinated to all of the Guarantors' existing and future secured debt to the extent of the assets securing that secured
debt. In addition, the Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the
Notes to the extent of the assets of those subsidiaries.
Fees incurred related to the offering of the Notes totaling $9.7 million were capitalized during the year ended
December 31, 2013 within Other Assets on our Consolidated Balance Sheet and are amortized over the term of the Notes.
Restricted Payments
Our senior secured credit agreement and our senior notes indenture contain limitations on payment of cash dividends
or other distributions of assets. Based on limitations in effect under our senior secured credit agreement and senior notes
indenture as of December 31, 2014, the maximum amount of dividends we could pay in 2015 is approximately $550
million. The limit on the payment of dividends is calculated using historical financial information and will change from period
to period.
Receivables Securitization Facility
On September 28, 2012, we entered into a three year receivables securitization facility with BTMU as Administrative
Agent. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to
BTMU for the benefit of conduit investors and/or financial institutions for up to $80 million in cash proceeds. Upon payment of
the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds
for the sale of new receivables generated by certain of the ongoing operations of the Company. On September 29, 2014, the
parties amended the terms of the facility to: (i) extend the term of the facility to October 2, 2017; (ii) increase the maximum
amount available to $97 million; and (iii) make other clarifying and updating changes.
The sale of the ownership interest in the receivables is accounted for as a secured borrowing in our Consolidated
Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU, the conduit
investors and/or financial institutions (the "Purchasers"). The receivables are held by LKQ Receivables Finance Company, LLC
("LRFC"), a wholly owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available
first to satisfy the creditors of LRFC, including the investors. As of December 31, 2014, $129.5 million of net receivables were
collateral for the investment under the receivables facility. There were no borrowings outstanding under the receivables facility
as of December 31, 2013.
Under the receivables facility, we pay variable interest rates plus a margin on the outstanding amounts invested by the
Purchasers. The variable rates are based on (i) commercial paper rates, (ii) the London InterBank Offered Rate ("LIBOR"), or
(iii) base rates, and are payable monthly in arrears. Commercial paper rates will be the applicable variable rate unless conduit
investors are not available to invest in the receivables at commercial paper rates. In such case, financial institutions will invest
at the LIBOR rate or at base rates. We also pay a commitment fee on the excess of the investment maximum over the average
daily outstanding investment, payable monthly in arrears. As of December 31, 2014, the interest rate under the receivables
facility was based on commercial paper rates and was 0.93%. The outstanding balance of $94.9 million as of December 31,
2014 was classified as long-term on the Consolidated Balance Sheets because we have the ability and intent to refinance these
borrowings on a long-term basis.
72
Note 5. Derivative Instruments and Hedging Activities
We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and
commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our
senior secured debt, changing foreign exchange rates for certain foreign currency denominated transactions and changes in
metals prices. We do not hold or issue derivatives for trading purposes.
Cash Flow Hedges
At December 31, 2014, we had interest rate swap agreements in place to hedge a portion of the variable interest rate
risk on our variable rate borrowings under our Credit Agreement, with the objective of minimizing the impact of interest rate
fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and
receive payment at a variable rate of interest based on LIBOR or the Canadian Dealer Offered Rate (“CDOR”) for the
respective currency of each interest rate swap agreement’s notional amount. The effective portion of changes in the fair value of
the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to
interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair
value of the interest rate swap agreements is reported in interest expense. Our interest rate swap contracts have maturity dates
ranging from 2015 through 2016.
From time to time, we may hold foreign currency forward contracts related to certain foreign currency denominated
intercompany transactions, with the objective of minimizing the impact of changing exchange rates on these future cash flows,
as well as minimizing the impact of fluctuating exchange rates on our results of operations through the respective dates of
settlement. Under the terms of the foreign currency forward contracts, we will sell the foreign currency in exchange for U.S.
dollars at a fixed rate on the maturity dates of the contracts. The effective portion of the changes in fair value of the foreign
currency forward contracts is recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to other income
(expense) when the underlying transaction has an impact on earnings. In the year ended December 31, 2014, we settled our £70
million and €150 million foreign currency forward contracts through payments to the counterparties totaling $20.0 million. At
that time, we also settled the underlying intercompany debt transactions.
The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of
December 31, 2014 and 2013 (in thousands):
Notional Amount
Fair Value at December 31, 2014
(USD)
Fair Value at December 31, 2013
(USD)
December 31,
2014
December 31,
2013
Other Accrued
Expenses
Other
Noncurrent
Liabilities
Other Accrued
Expenses
Other
Noncurrent
Liabilities
Interest rate swap agreements
USD denominated
GBP denominated
$
£
420,000
50,000
$
£
50,000
CAD denominated C$
25,000 C$
25,000
Foreign currency forward contracts
EUR denominated
— €
149,976
GBP denominated
£
— £
70,000
420,000
$
2,691
$
1,615
$
— $
8,099
—
—
—
—
893
19
—
—
—
—
11,632
10,186
345
26
—
—
8,470
Total cash flow hedges
$
2,691
$
2,527
$
21,818
$
While our derivative instruments executed with the same counterparty are subject to master netting arrangements, we
present our cash flow hedge derivative instruments on a gross basis in our Consolidated Balance Sheets. The impact of netting
the fair values of these contracts would not have a material effect on our Consolidated Balance Sheets at December 31, 2014 or
2013.
The activity related to our cash flow hedges is included in Note 12, "Accumulated Other Comprehensive Income
(Loss)." In May 2013, we repaid a portion of our variable rate U.S. dollar denominated credit agreement borrowings with the
proceeds of our fixed rate senior notes, which resulted in one of our interest rate swap contracts, which expired in October
2013, no longer being designated as an effective cash flow hedge. Ineffectiveness related to our cash flow hedges was
immaterial to our results of operations during 2014, 2013, and 2012. We do not expect future ineffectiveness related to our cash
flow hedges to have a material effect on our results of operations.
73
€
As of December 31, 2014, we estimate that $3.1 million of derivative losses (net of tax) included in Accumulated
Other Comprehensive Income will be reclassified into our Consolidated Statements of Income within the next 12 months.
Other Derivative Instruments
We hold other short-term derivative instruments, including foreign currency forward contracts to manage our exposure
to variability related to inventory purchases and intercompany financing transactions denominated in a non-functional currency,
as well as commodity forward contracts to manage our exposure to fluctuations in metals prices. We have elected not to apply
hedge accounting for these transactions, and therefore the contracts are adjusted to fair value through our results of operations
as of each balance sheet date, which could result in volatility in our earnings. The notional amount and fair value of these
contracts at December 31, 2014 and 2013, along with the effect on our results of operations in 2014, 2013 and 2012 were
immaterial.
Note 6. Fair Value Measurements
Financial Assets and Liabilities Measured at Fair Value
We use the market and income approaches to value our financial assets and liabilities, and during the year ended
December 31, 2014, there were no significant changes in valuation techniques or inputs related to the financial assets or
liabilities that we have historically recorded at fair value. The tiers in the fair value hierarchy include: Level 1, defined as
observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions.
The following tables present information about our financial assets and liabilities measured at fair value on a recurring
basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of December 31,
2014 and 2013 (in thousands):
Assets:
Cash surrender value of life insurance
Total Assets
Liabilities:
Contingent consideration liabilities
Deferred compensation liabilities
Interest rate swaps
Total Liabilities
Assets:
Cash surrender value of life insurance
Total Assets
Liabilities:
Contingent consideration liabilities
Deferred compensation liabilities
Foreign currency forward contracts
Interest rate swaps
Total Liabilities
$
$
$
$
$
$
$
Balance as of
December 31,
2014
Fair Value Measurements as of December 31, 2014
Level 1
Level 2
Level 3
$
$
$
28,242
28,242
7,295
27,580
5,218
— $
— $
28,242
28,242
$
$
—
—
— $
— $
7,295
—
—
27,580
5,218
—
—
40,093
$
— $
32,798
$
7,295
Balance as of
December 31,
2013
Fair Value Measurements as of December 31, 2013
Level 1
Level 2
Level 3
$
$
$
25,745
25,745
55,653
25,232
21,818
8,470
— $
— $
25,745
25,745
$
$
—
—
— $
— $
55,653
—
—
—
25,232
21,818
8,470
—
—
—
$
111,173
$
— $
55,520
$
55,653
The cash surrender value of life insurance and deferred compensation liabilities are included in Other Assets and Other
Noncurrent Liabilities, respectively, on our Consolidated Balance Sheets. The current portion of contingent consideration
liabilities is classified as a separate line item in current liabilities and the noncurrent portion is included in Other Noncurrent
Liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet
74
classification of the interest rate swaps and foreign currency forward contracts is presented in Note 5, "Derivative Instruments
and Hedging Activities."
Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain
valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources,
which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades.
We value our derivative instruments using a third party valuation model that performs a discounted cash flow analysis based on
the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward
foreign exchange rates.
Our contingent consideration liabilities are related to our business acquisitions as further described in Note 8,
"Business Combinations." Under the terms of the contingent consideration agreements, payments may be made at specified
future dates depending on the performance of the acquired business subsequent to the acquisition. The liabilities for these
payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income
approach, includes significant inputs not observable in the market. These unobservable inputs include internally-developed
assumptions of the probabilities of achieving specified targets, which are used to determine the resulting cash flows and the
applicable discount rate. Our Level 3 fair value measurements are established and updated quarterly by our corporate
accounting department using current information about these key assumptions, with the input and oversight of our operational
and executive management teams. We evaluate the performance of the business during the period compared to our previous
expectations, along with any changes to our future projections, and update the estimated cash flows accordingly. In addition, we
consider changes to our cost of capital and changes to the probability of achieving the earnout payment targets when updating
our discount rate on a quarterly basis.
The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration
liabilities were as follows:
Unobservable Input
Probability of achieving payout targets
Discount rate
December 31,
2014
2013
(Weighted Average)
79.1%
7.5%
70.6%
6.5%
A decrease in the assessed probabilities of achieving the targets or an increase in the discount rate, in isolation, would
result in a lower fair value measurement. Changes in the values of the liabilities are recorded in Change in Fair Value of
Contingent Consideration Liabilities within Other Expense (Income) on our Consolidated Statements of Income.
Changes in the fair value of our contingent consideration obligations are as follows (in thousands):
Balance as of January 1, 2013
Contingent consideration liabilities recorded for business acquisitions
Payments
Increase in fair value included in earnings
Exchange rate effects
Balance as of December 31, 2013
Contingent consideration liabilities recorded for business acquisitions
Payments
Decrease in fair value included in earnings
Exchange rate effects
Balance as of December 31, 2014
$
$
$
90,009
3,854
(39,117)
2,504
(1,597)
55,653
5,854
(52,363)
(1,851)
2
7,295
The purchase price for our 2011 acquisition of Euro Car Parts Holdings Limited ("ECP") included contingent
payments depending on the achievement of certain annual performance targets in 2012 and 2013. The performance target for
each of the measurement periods was exceeded, and therefore, we settled the liabilities related to the 2012 and 2013
performance periods for the maximum amounts of £25 million and £30 million, respectively. During 2014, we settled the
liability for the 2013 performance period through a cash payment of $44.8 million (£26.9 million) and the issuance of notes for
$5.1 million (£3.1 million). The liability for the 2012 performance period was settled during the three months ended March 31,
2013, through a cash payment of $33.9 million (£22.4 million) and the issuance of notes for $3.9 million (£2.6 million). The
cash payments made for the settlement of these contingent consideration liabilities are included within Payments of Other
75
Obligations and Other cash outflows in the Cash Flows from Financing Activities and Cash Flows from Operating Activities
sections, respectively, of our Consolidated Statements of Cash Flows.
Substantially all of the gains and losses included in earnings during the years ended December 31, 2014 and
2013 related to contingent consideration obligations that were settled by December 31, 2014. The changes in the fair value of
contingent consideration obligations included in earnings during 2014 and 2013 reflect the quarterly reassessment of each
obligation's fair value, including an analysis of the significant inputs used in the valuation, as well as the accretion of the
present value discount.
Financial Assets and Liabilities Not Measured at Fair Value
Our debt is reflected on the Consolidated Balance Sheets at cost. Based on market conditions as of December 31, 2014
and 2013, the fair value of our credit agreement borrowings reasonably approximated the carrying value of $1.1 billion and
$673 million, respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the
receivables facility reasonably approximated the carrying value of $94.9 million at December 31, 2014; we did not have any
borrowings outstanding under the receivables facility as of December 31, 2013. As of December 31, 2014 and 2013, the fair
value of our senior notes was approximately $569 million and $561 million, respectively, compared to a carrying value of $600
million.
The fair value measurements of the borrowings under our credit agreement and receivables facility are classified as
Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market,
including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by
calculating the upfront cash payment a market participant would require at December 31, 2014 to assume these obligations. The
fair value of our senior notes is classified as Level 1 within the fair value hierarchy since it is determined based upon
observable market inputs including quoted market prices in an active market.
Note 7. Commitments and Contingencies
Operating Leases
We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution
facilities, trucks and certain equipment.
The future minimum lease commitments under these leases at December 31, 2014 are as follows (in thousands):
Years ending December 31:
2015
2016
2017
2018
2019
Thereafter
Future Minimum Lease Payments
$
$
138,670
121,263
100,363
81,635
65,001
253,329
760,261
Rental expense for operating leases was approximately $148.5 million, $122.4 million and $101.1 million during the
years ended December 31, 2014, 2013 and 2012, respectively.
We guarantee the residual values of the majority of our truck and equipment operating leases. The residual values
decline over the lease terms to a defined percentage of original cost. In the event the lessor does not realize the residual value
when a piece of equipment is sold, we would be responsible for a portion of the shortfall. Similarly, if the lessor realizes more
than the residual value when a piece of equipment is sold, we would be paid the amount realized over the residual value. Had
we terminated all of our operating leases subject to these guarantees at December 31, 2014, our portion of the guaranteed
residual value would have totaled approximately $29.0 million. We have not recorded a liability for the guaranteed residual
value of equipment under operating leases as the recovery on disposition of the equipment under the leases is expected to
approximate the guaranteed residual value.
Litigation and Related Contingencies
We were a plaintiff in a class action lawsuit against several aftermarket product suppliers. During 2012, we recognized
gains totaling $17.9 million resulting from settlements with certain of the defendants. These gains were recorded as a reduction
of Cost of Goods Sold on our Consolidated Statements of Income.
76
We have certain contingencies resulting from litigation, claims and other commitments and are subject to a variety of
environmental and pollution control laws and regulations incident to the ordinary course of business. We currently expect that
the resolution of such contingencies will not materially affect our financial position, results of operations or cash flows.
Note 8.
Business Combinations
On January 3, 2014, we completed our acquisition of Keystone Specialty, which is a leading distributor and marketer
of specialty vehicle aftermarket equipment and accessories in North America. Total acquisition date fair value of the
consideration for our Keystone Specialty acquisition was $471.9 million, composed of $427.1 million of cash (net of cash
acquired), $31.5 million of notes payable and $13.4 million of other purchase price obligations (non-interest bearing). We
recorded $237.7 million of goodwill related to our acquisition of Keystone Specialty, which we do not expect to be deductible
for income tax purposes. In the period between January 3, 2014 and December 31, 2014, Keystone Specialty generated
approximately $771.1 million of revenue and $26.5 million of net income.
In addition to our acquisition of Keystone Specialty, we made 22 acquisitions during 2014, including 9 wholesale
businesses in North America, 9 wholesale businesses in Europe, 2 self service retail operations, and 2 specialty vehicle
aftermarket businesses. Our European acquisitions included seven aftermarket parts distribution businesses in the Netherlands,
five of which were customers of and distributors for our Netherlands subsidiary, Sator Beheer B.V. ("Sator"). Our European
acquisitions were completed with the objective of aligning our Netherlands and U.K. distribution models; our other acquisitions
completed during the year ended December 31, 2014 enabled us to expand into new product lines and enter new markets. Total
acquisition date fair value of the consideration for these additional acquisitions was $359.1 million, composed of $334.3
million of cash (net of cash acquired), $13.5 million of notes payable, $0.3 million of other purchase price obligations (non-
interest bearing), $5.9 million for the estimated value of contingent payments to former owners (with maximum potential
payments totaling $8.3 million), and $5.1 million of pre-existing balances between us and the acquired entities considered to be
effectively settled as a result of the acquisitions. During the year ended December 31, 2014, we recorded $178.0 million of
goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of
our 2013 acquisitions. We expect $44.2 million of the $178.0 million of goodwill recorded to be deductible for income tax
purposes. In the period between the acquisition dates and December 31, 2014, these acquisitions generated revenue of $257.8
million and $4.1 million of net income.
On May 1, 2013, we acquired the shares of Sator, a vehicle mechanical aftermarket parts distribution company based
in the Netherlands, with operations in the Netherlands, Belgium and Northern France. With the acquisition of Sator, we
expanded our geographic presence in the European vehicle mechanical aftermarket products market into continental Europe to
complement our existing U.K. operations. Total acquisition date fair value of the consideration for the acquisition of Sator was
€209.8 million ($272.8 million) of cash, net of cash acquired. We recorded $142.7 million of goodwill related to our acquisition
of Sator, which we do not expect will be deductible for income tax purposes.
In addition to our acquisition of Sator, we made 19 acquisitions during 2013, including 10 wholesale businesses in
North America, 7 wholesale businesses in Europe and 2 self service retail operations. Our European acquisitions included five
automotive paint distribution businesses in the U.K., which enabled us to expand our collision product offerings. Our other
acquisitions completed during 2013 enabled us to expand into new product lines and enter new markets. Total acquisition date
fair value of the consideration for these additional 2013 acquisitions was $146.1 million, composed of $134.6 million of cash
(net of cash acquired), $7.5 million of notes payable, $0.2 million of other purchase price obligations (non-interest bearing) and
$3.9 million for the estimated value of contingent payments to former owners (with maximum potential payments totaling $5.0
million). During the year ended December 31, 2013, we recorded $92.7 million of goodwill related to these acquisitions and
immaterial adjustments to preliminary purchase price allocations related to certain of our 2012 acquisitions. We expect $18.3
million of the $92.7 million of goodwill recorded to be deductible for income tax purposes.
During the year ended December 31, 2012, we made 30 acquisitions in North America, including 22 wholesale
businesses and 8 self service retail operations. These acquisitions enabled us to expand our geographic presence and enter new
markets. Additionally, two of our acquisitions were completed with a goal of improving the recovery from scrap and other
metals harvested from the vehicles we purchase: a precious metals refining and reclamation business and a scrap metal
shredder. Total acquisition date fair value of the consideration for the 2012 acquisitions was $284.6 million, composed of
$261.5 million of cash (net of cash acquired), $16.0 million of notes payable, $1.6 million of other purchase price obligations
(non-interest bearing) and $5.5 million of contingent payments to former owners. The contingent consideration arrangements
made in connection with our 2012 acquisitions have maximum potential payouts totaling $6.5 million. During the year ended
December 31, 2012, we recorded $197.6 million of goodwill related to these acquisitions and immaterial adjustments to
preliminary purchase price allocations related to certain of our 2011 acquisitions. We expect $157.8 million of the $197.6
million of goodwill recorded to be deductible for income tax purposes.
77
Our acquisitions are accounted for under the purchase method of accounting and are included in our consolidated
financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon
estimated fair market values at the dates of acquisition. In connection with the 2014 acquisitions, certain of the purchase price
allocations are preliminary as we are in the process of determining the following: 1) valuation amounts for certain receivables,
inventories and fixed assets acquired; 2) valuation amounts for certain intangible assets acquired; 3) the acquisition date fair
value of certain liabilities assumed; and 4) the final estimation of the tax basis of the entities acquired. We have recorded
preliminary estimates for certain of the items noted above and will record adjustments, if any, to the preliminary amounts upon
finalization of the valuations.
The purchase price allocations for the acquisitions completed during 2014 and 2013 are as follows (in thousands):
Receivables
Receivable reserves
Inventory
Income taxes receivable
Prepaid expenses and other current assets
Property and equipment
Goodwill
Other intangibles
Other assets
Deferred income taxes
Current liabilities assumed
Debt assumed
Other noncurrent liabilities assumed
Contingent consideration liabilities
Other purchase price obligations
Notes issued
Settlement of pre-existing balances
Cash used in acquisitions, net of cash
acquired
Year Ended
December 31, 2014
Year Ended
December 31, 2013
Keystone
Specialty
$
48,473
(7,748)
150,696
14,096
8,085
38,080
Other
Acquisitions
75,330
$
(7,383)
123,815
—
4,050
27,026
237,729
177,974
78,110
6,159
(26,591)
(63,513)
—
(11,675)
—
(13,351)
(31,500)
—
51,135
2,793
313
(52,961)
(32,441)
(10,573)
(5,854)
(333)
(13,535)
(5,052)
Total
Sator
$
$ 123,803
(15,131)
274,511
14,096
12,135
65,106
415,703
129,245
8,952
(26,278)
(116,474)
(32,441)
(22,248)
(5,854)
(13,684)
(45,035)
(5,052)
61,639
(8,563)
71,784
—
7,184
19,484
142,721
45,293
2,049
(14,100)
(49,593)
—
(5,074)
—
—
—
—
Other
Acquisitions
38,685
$
(3,246)
26,455
Total
$ 100,324
(11,809)
98,239
—
1,933
14,015
92,726
12,353
1,251
(564)
(36,799)
(664)
—
(3,854)
(214)
(7,482)
—
—
9,117
33,499
235,447
57,646
3,300
(14,664)
(86,392)
(664)
(5,074)
(3,854)
(214)
(7,482)
—
$ 427,050
$ 334,304
$ 761,354
$ 272,824
$ 134,595
$ 407,419
Included in other noncurrent liabilities recorded for our Sator acquisition is a liability for certain pension and other
post-retirement obligations we assumed with the acquisition. Due to the immateriality of these plans, we have not provided the
detailed disclosures otherwise prescribed by the accounting guidance on pensions and other post-retirement obligations.
The primary reason for our acquisitions made in 2014, 2013 and 2012 was to create economic value for our
stockholders by enhancing our position as a leading source for alternative collision and mechanical repair products and
expanding into other product lines and businesses that may benefit from our operating strengths. Our acquisition of Keystone
Specialty allows us to enter into new product lines and increase the size of our addressable market. In addition, we believe that
the acquisition creates logistics and administrative cost synergies as well as cross-selling opportunities, which contributed to
the goodwill recorded on the Keystone Specialty acquisition. Our other acquisitions enabled us to further expand our market
presence, including continental Europe through the Sator acquisition, as well as to widen our product offerings such as paint
and related equipment in the U.K. We believe that our Sator acquisition will allow for synergies within our European
operations, most notably in procurement, warehousing and product management. These projected synergies contributed to the
goodwill recorded on the Sator acquisition.
When we identify potential acquisitions, we attempt to target companies with a leading market share, an experienced
management team and workforce that provide a fit with our existing operations, and strong cash flows. For certain of our
acquisitions, we have identified cost savings and synergies as a result of integrating the company with our existing business that
provide additional value to the combined entity. In many cases, acquiring companies with these characteristics will result in
purchase prices that include a significant amount of goodwill.
78
The following pro forma summary presents the effect of the businesses acquired during the year ended December 31,
2014 as though the businesses had been acquired as of January 1, 2013, the businesses acquired during the year ended
December 31, 2013 as though they had been acquired as of January 1, 2012 and the businesses acquired during the year ended
December 31, 2012 as though they had been acquired as of January 1, 2011. The pro forma adjustments are based upon
unaudited financial information of the acquired entities (in thousands, except per share data):
Revenue, as reported
Revenue of purchased businesses for the period prior to acquisition:
Keystone Specialty
Sator
Other acquisitions
Pro forma revenue
Net income, as reported
Net income of purchased businesses for the period prior to acquisition, and pro
forma purchase accounting adjustments:
Keystone Specialty
Sator
Other acquisitions
Pro forma net income
Earnings per share-basic, as reported
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty
Sator
Other acquisitions
Pro forma earnings per share-basic (1)
Earnings per share-diluted, as reported
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty
Sator
Other acquisitions
Pro forma earnings per share-diluted (1)
Year Ended December 31,
2014
2013
2012
$ 6,740,064
$ 5,062,528
$ 4,122,930
3,443
—
302,853
696,960
126,309
695,596
—
369,934
440,938
$ 7,046,360
$ 6,581,393
$ 4,933,802
$
381,519
$
311,623
$
261,225
637
—
11,490
393,646
1.26
0.00
—
0.04
1.30
1.25
0.00
—
0.04
1.29
$
$
$
$
$
40,460
5,712
19,367
377,162
1.04
0.14
0.02
0.06
1.26
1.02
0.13
0.02
0.06
1.24
$
$
$
$
$
—
6,032
18,363
285,620
0.88
—
0.02
0.06
0.97
0.87
—
0.02
0.06
0.95
$
$
$
$
$
(1) The sum of the individual earnings per share amounts may not equal the total due to rounding.
Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are
reasonable. The unaudited pro forma supplemental information includes the effect of purchase accounting adjustments, such as
the adjustment of inventory acquired to net realizable value, adjustments to depreciation on acquired property and equipment,
adjustments to rent expense for above or below market leases, adjustments to amortization on acquired intangible assets,
adjustments to interest expense, and the related tax effects. The pro forma impact of our other acquisitions includes an
adjustment for intercompany sales between Sator and the five Netherlands distributors that would have been reflected as
intercompany transactions if the acquisitions had occurred on January 1, 2013. Our cost of sales in the initial months after the
acquisitions reflects the increased valuation of acquired inventory, which has the impact of temporarily reducing our gross
margin. Moving this negative gross margin impact to the year ended December 31, 2013 for our pro forma disclosure has the
effect of increasing our pro forma net income during the year ended December 31, 2014. Additionally, the pro forma impact of
our acquisitions reflects the elimination of acquisition related expenses totaling $3.2 million for the year ended December 31,
2014, primarily related to our May 2014 acquisitions of five aftermarket parts distribution businesses in the Netherlands. The
pro forma impact of our Sator acquisition reflects the elimination of acquisition related expenses totaling $3.6 million for the
year ended December 31, 2013. Additionally, the pro-forma impact of our other acquisitions reflects the elimination of
acquisition related expenses totaling $2.2 million and $0.5 million for the years ended December 31, 2013 and 2012,
79
respectively. Refer to Note 9, "Restructuring and Acquisition Related Expenses," for further information regarding our
acquisition related expenses. These pro forma results are not necessarily indicative of what would have occurred if the
acquisitions had been in effect for the periods presented or of future results.
Note 9. Restructuring and Acquisition Related Expenses
Acquisition Related Expenses
Acquisition related expenses, which include external costs such as legal, accounting and advisory fees, totaled $3.7
million, $6.7 million, and $0.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. Our 2014
expenses included $1.9 million related to our acquisitions of seven aftermarket parts distribution businesses in the Netherlands;
the remainder of our 2014 expenses related to our acquisition of a supplier of replacement parts, supplies and accessories for
recreational vehicles in our Specialty segment as well as other completed and potential acquisitions. Our 2013 expenses
included $3.6 million related to our acquisition of Sator in May 2013, $1.4 million related to our acquisitions of five U.K.-
based paint distribution businesses, and $0.9 million related to our acquisition of Keystone Specialty in January 2014. These
costs are expensed as incurred.
Acquisition Integration Plans
During the year ended December 31, 2014, we incurred $5.8 million of restructuring expenses as a result of the
integration of our acquisition of Keystone Specialty into our existing business. These integration activities included the closure
of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing
business, and moving expenses. Future expenses to complete our integration plan are not expected to be material.
Also during 2014, we incurred $1.9 million, $1.0 million, and $0.8 million of other restructuring costs related to our
European, North American, and Specialty acquisitions, respectively. These costs are a result of activities to integrate our
acquisitions into our existing business, including the closure of duplicate facilities, termination of employees in connection
with the consolidation of overlapping facilities with our existing business, moving expenses, and other third party services
directly related to our acquisitions.
We expect to incur additional expenses related to the integration of certain of our acquisitions into our existing
operations in 2015. These integration activities are expected to include the closure of duplicate facilities, termination of
employees in connection with the consolidation of overlapping facilities with our existing business, and moving expenses.
Future expenses to complete these integration plans are expected to be approximately $6 million.
During the year ended December 31, 2013, we incurred $2.1 million of restructuring expenses related to the
integration of certain of our 2013 European acquisitions and $1.4 million of restructuring expenses related to the integration of
certain of our 2012 North American acquisitions. Integration costs during the year ended December 31, 2012 totaled $1.2
million. Our integration activities included the closure of duplicate facilities, termination of employees in connection with the
consolidation of overlapping facilities with our existing business, moving expenses, and other third party services directly
related to the integration of these acquisitions.
European Restructuring Plan
In the third quarter of 2014, we initiated restructuring activities to eliminate overlapping positions within certain of our
European operations. As a result of these restructuring activities, we incurred $1.6 million of expenses during the year ended
December 31, 2014, primarily for severance costs to terminated employees. While we do not expect material incremental
expenses for this portion of the integration plan, we may incur additional expenses in the future as we continue to rationalize
our European operations.
Refurbished Bumper and Wheel Restructuring
In the second quarter of 2012, we initiated a restructuring plan to improve the operational efficiency of our refurbished
product operations and to reduce the cost structure of the related refurbished bumper and wheel product lines. As part of the
restructuring plan, we consolidated certain of our bumper and wheel refurbishing operations, with a focus on increasing output
at the remaining operations to improve economies of scale. Restructuring costs included the write off of disposed assets,
severance costs for termination of overlapping headcount, costs to move equipment and inventory, and excess facility costs.
These costs are expensed as incurred, when the costs meet the criteria to be accrued, or, in the case of non-performing lease
reserves, at the cease-use date of the facility. During the year ended December 31, 2012, we incurred $1.1 million of expense
related to this restructuring plan. These restructuring activities were substantially completed in 2012.
Note 10. Earnings Per Share
Basic earnings per share are computed using the weighted average number of common shares outstanding during the
period. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of stock options and
80
the assumed vesting of RSUs and restricted stock. Certain of our RSUs and stock options were excluded from the calculation of
diluted earnings per share because they were antidilutive, but these equity instruments could be dilutive in the future.
The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):
Net Income
Denominator for basic earnings per share—Weighted-average shares
outstanding
Effect of dilutive securities:
RSUs
Stock options
Restricted stock
Denominator for diluted earnings per share—Adjusted weighted-average
shares outstanding
Earnings per share, basic
Earnings per share, diluted
Year Ended December 31,
2014
2013
2012
$
381,519
$
311,623
$
261,225
302,343
299,574
295,810
791
2,905
6
845
3,696
16
479
4,346
58
306,045
304,131
300,693
$
$
1.26
1.25
$
$
1.04
1.02
$
$
0.88
0.87
The following table sets forth the number of employee stock-based compensation awards outstanding but not included
in the computation of diluted earnings per share because their effect would have been antidilutive (in thousands):
Antidilutive securities:
RSUs
Stock options
Note 11.
Income Taxes
Year Ended December 31,
2014
2013
2012
289
116
—
—
—
—
The provision for income taxes consists of the following components (in thousands):
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
Provision for income taxes
Year Ended December 31,
2014
2013
2012
$
$
$
$
$
144,924
$
115,150
$
110,825
24,052
29,046
198,022
9,321
(179)
(2,900)
6,242
204,264
$
$
$
$
20,869
23,906
159,925
6,225
(550)
(1,396)
4,279
164,204
$
$
$
$
19,693
13,202
143,720
5,824
(647)
(955)
4,222
147,942
Income taxes have been based on the following components of income before provision for income taxes (in
thousands):
Domestic
Foreign
Year Ended December 31,
2014
2013
2012
$
$
460,637
127,251
587,888
$
$
361,283
114,544
475,827
$
$
348,150
61,017
409,167
81
The U.S. federal statutory rate is reconciled to the effective tax rate as follows:
U.S. federal statutory rate
State income taxes, net of state credits and federal tax impact
Impact of international operations
Non-deductible expenses
Federal production incentives and credits
Revaluation of deferred taxes
Other, net
Effective tax rate
Year Ended December 31,
2014
2013
2012
35.0 %
2.8 %
(3.6)%
0.5 %
(0.2)%
— %
0.2 %
34.7 %
35.0 %
2.9 %
(3.7)%
0.9 %
(0.3)%
(0.3)%
— %
34.5 %
35.0 %
3.1 %
(2.3)%
0.8 %
(0.3)%
(0.3)%
0.2 %
36.2 %
Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $266 million at
December 31, 2014. Those earnings are considered to be indefinitely reinvested, and accordingly no provision for U.S. income
taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company
would be subject to both U.S. income taxes (subject to adjustment for foreign tax credits) and potential withholding taxes
payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not
practicable due to the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits
would be available to reduce materially any U.S. liability.
The significant components of our deferred tax assets and liabilities are as follows (in thousands):
December 31,
2014
2013
Deferred Tax Assets:
Inventory
Accrued expenses and reserves
Accounts receivable
Stock-based compensation
Qualified and nonqualified retirement plans
Net operating loss carryforwards
Tax credit carryforwards
Other
Less valuation allowance
Total deferred tax assets
Deferred Tax Liabilities:
Goodwill and other intangible assets
Property and equipment
Trade name
Other
Total deferred tax liabilities
Net deferred tax liability
$
33,452
$
40,349
12,894
11,978
14,049
6,744
4,424
8,275
132,165
(5,239)
126,926
121,728
60,215
43,325
5,988
$
$
30,880
29,970
11,161
11,519
10,210
5,181
1,136
6,711
106,768
(1,092)
105,676
83,097
50,695
40,929
2,693
$
231,256
(104,330) $
177,414
(71,738)
$
$
$
$
82
Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):
Current deferred tax assets
Noncurrent deferred tax assets
Current deferred tax liabilities
Noncurrent deferred tax liabilities
December 31,
2014
2013
$
81,744
$
63,938
203
4,615
1,501
3,355
181,662
133,822
Our noncurrent deferred tax assets and current deferred tax liabilities are included in Other Assets and Other Current
Liabilities, respectively, on our Consolidated Balance Sheets.
We had net operating loss carryforwards for federal and certain of our state tax jurisdictions, the tax benefits of which
total approximately $6.7 million and $5.1 million at December 31, 2014 and 2013, respectively. At December 31, 2014 and
2013, we had foreign, state, & local tax credit carryforwards of $4.4 million and $1.1 million, respectively. As of December 31,
2014 and 2013, valuation allowances of $5.2 million and $1.1 million, respectively, were recorded for a portion of the deferred
tax assets related to net operating loss and tax credit carryforwards. Of the $4.1 million net increase in valuation allowances,
$3.3 million was related to acquired foreign tax credit and net operating loss carryforwards, and the remainder was recognized
primarily due to our judgment regarding the realization of other net operating loss and tax credit carryforwards.
The net operating loss carryforwards expire over the period from 2015 through 2033. Foreign tax credit carryforwards
expire over the period from 2015 through 2024, while the state & local tax credits primarily have no expiration. Realization of
these deferred tax assets is dependent on the generation of sufficient taxable income prior to the expiration dates. Based on
historical and projected operating results, we believe that it is more likely than not that earnings will be sufficient to realize the
deferred tax assets for which valuation allowances have not been provided. While we expect to realize the deferred tax assets,
net of valuation allowances, changes in estimates of future taxable income or in tax laws may alter this expectation.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):
Balance at January 1
Additions for acquired tax positions
Additions based on tax positions related to the current year
Reductions for tax positions of prior years
Lapse of statutes of limitations
Settlements with taxing authorities
Currency exchange rate fluctuations
Balance at December 31
2014
2013
2012
$
1,445
$
1,693
$
2,322
302
—
(134)
(1,182)
(123)
2,630
$
—
302
—
(550)
—
—
$
1,445
$
4,305
—
827
(1,931)
(713)
(795)
—
1,693
Included in the balance of unrecognized tax benefits above as of December 31, 2014, 2013 and 2012 are $1.9 million,
$0.9 million and $1.1 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. The balance of
unrecognized tax benefits at December 31, 2014, 2013 and 2012 also includes $0.7 million, $0.5 million, and $0.6 million
respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits as income tax expense.
Attributable to the unrecognized tax benefits noted above, at December 31, 2014 and 2013, the Company had accumulated
interest and penalties of $0.7 million and $0.4 million respectively. During each of the years ended December 31, 2014, 2013,
and 2012, $0.1 million, $0.1 million and $0.2 million, respectively, of interest and penalties were recorded through the income
tax provision, prior to any reversals for lapses in the statutes of limitations.
During the twelve months beginning January 1, 2015, it is reasonably possible that we will reduce unrecognized tax
benefits by up to approximately $0.1 million, all of which would impact our effective tax rate, primarily as a result of the
expiration of certain statutes of limitations.
As of December 31, 2014, the U.S. Internal Revenue Service was conducting an examination of the Company’s
Federal consolidated tax returns for 2011 and 2012. In the U.K., with limited exceptions, tax years through 2010 are no longer
subject to inquiry. Certain Canadian operations are under examinations for the years 2010 to 2012. In the Netherlands, tax
years through 2012 have been assessed. Tax years from 2011 are subject to income tax examinations by various U.S. state and
83
local jurisdictions. Adjustments from such examinations, if any, are not expected to have a material effect on our financial
position, results of operations or cash flows.
Note 12. Accumulated Other Comprehensive Income (Loss)
The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands):
Balance at January 1, 2012
Pretax income (loss)
Income tax effect
Reclassification of unrealized loss
Reclassification of deferred income taxes
Balance at December 31, 2012
Pretax income (loss)
Income tax effect
Reclassification of unrealized loss
Reclassification of deferred income taxes
Hedge ineffectiveness
Income tax effect
Balance at December 31, 2013
Pretax loss
Income tax effect
Reclassification of unrealized loss (gain)
Reclassification of deferred income taxes
Balance at December 31, 2014
Foreign
Currency
Translation
Unrealized (Loss)
Gain
on Cash Flow
Hedges
Unrealized Gain
(Loss)
on Pension Plan
Accumulated
Other
Comprehensive
(Loss) Income
$
(2,071) $
12,921
—
—
—
$
10,850
$
14,056
—
—
—
—
—
$
$
$
24,906
(51,979)
—
—
—
(27,073) $
(6,890) $
(11,313)
3,962
6,439
(2,289)
(10,091) $
(21,250)
7,984
27,481
(10,011)
460
(169)
(5,596) $
(1,586)
382
5,200
(1,801)
(3,401) $
— $
—
—
—
—
— $
935
(234)
—
—
—
—
$
701
(13,506)
3,179
(166)
41
(9,751) $
(8,961)
1,608
3,962
6,439
(2,289)
759
(6,259)
7,750
27,481
(10,011)
460
(169)
20,011
(67,071)
3,561
5,034
(1,760)
(40,225)
Unrealized losses on our interest rate swap contracts totaling $6.2 million, $6.2 million, and $6.4 million were
reclassified to interest expense in our Consolidated Statements of Income during each of the years ended December 31, 2014,
2013, and 2012. The remaining reclassification of unrealized gains and losses during these periods related to our foreign
currency forward contracts and were recorded to other income in our Consolidated Statements of Income. These gains and
losses offset the remeasurement of certain of our intercompany balances as discussed in Note 5, "Derivative Instruments and
Hedging Activities." The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other
Comprehensive Income to income tax expense.
Note 13. Segment and Geographic Information
We have four operating segments: Wholesale – North America; Wholesale – Europe; Self Service; and Specialty. Our
Specialty operating segment was formed with our January 3, 2014 acquisition of Keystone Specialty, as discussed in Note 8,
"Business Combinations." Our Wholesale – North America and Self Service operating segments are aggregated into one
reportable segment, North America, because they possess similar economic characteristics and have common products and
services, customers, and methods of distribution. Therefore, we present three reportable segments: North America, Europe and
Specialty.
The following tables present our financial performance by reportable segment for the periods indicated (in thousands):
84
North America
Europe
Specialty
Eliminations
Consolidated
Year Ended December 31, 2014
Revenue:
Third Party
Intersegment
Total segment revenue
Segment EBITDA
$ 4,088,701
$ 1,846,155
589
—
$ 4,089,290
$ 1,846,155
$
543,943
$
167,155
Depreciation and amortization
70,434
34,391
Year Ended December 31, 2013
Revenue:
Third Party
Intersegment
$ 3,802,929
$ 1,259,599
—
—
Total segment revenue
$ 3,802,929
$ 1,259,599
Segment EBITDA
Depreciation and amortization
Year Ended December 31, 2012
Revenue:
Third Party
Intersegment
Total segment revenue
Segment EBITDA
Depreciation and amortization
$
486,831
65,606
$ 3,426,858
—
$ 3,426,858
$
441,268
59,132
$
$
$
$
141,756
20,857
696,072
—
696,072
73,673
11,033
$
$
$
$
$
$
$
$
$
$
$
$
805,208
1,807
807,015
79,453
20,612
— $ 6,740,064
(2,396)
—
(2,396) $ 6,740,064
790,551
— $
—
125,437
— $
—
— $
— $
—
— $
—
— $
— $
—
— $ 5,062,528
—
—
— $ 5,062,528
— $
—
628,587
86,463
— $ 4,122,930
—
—
— $ 4,122,930
— $
514,941
—
70,165
The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief
Executive Officer, is Segment EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment.
Corporate and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based
on the segment's percentage of consolidated revenue. Segment EBITDA is calculated as EBITDA excluding restructuring and
acquisition related expenses, change in fair value of contingent consideration liabilities and equity in earnings of
unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding
depreciation, amortization, interest (including loss on debt extinguishment) and taxes. Loss on debt extinguishment is
considered a component of interest in calculating EBITDA, as the write-off of debt issuance costs is similar to the treatment of
debt issuance cost amortization.
The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands):
85
Segment EBITDA
Deduct:
Year Ended December 31,
2014
2013
2012
$
790,551
$
628,587
$
514,941
Restructuring and acquisition related expenses(1)
Change in fair value of contingent consideration liabilities (2)
14,806
(1,851)
10,173
2,504
2,751
1,643
Add:
Equity in earnings of unconsolidated subsidiaries
EBITDA
Depreciation and amortization
Interest expense, net
Loss on debt extinguishment
Provision for income taxes
Net income
(2,105)
775,491
125,437
63,947
324
—
—
615,910
510,547
86,463
50,825
2,795
70,165
31,215
—
204,264
164,204
147,942
$
381,519
$
311,623
$
261,225
(1) See Note 9, "Restructuring and Acquisition Related Expenses," for further information.
(2) See Note 6, "Fair Value Measurements," for further information on our contingent consideration liabilities.
The following table presents capital expenditures, which includes additions to property and equipment, by reportable
segment (in thousands):
Capital Expenditures
North America
Europe
Specialty
Year Ended December 31,
2014
2013
2012
$
86,172
$
66,288
$
44,896
9,882
23,898
—
73,331
14,924
—
$
140,950
$
90,186
$
88,255
86
The following table presents assets by reportable segment (in thousands):
Receivables, net
North America
Europe
Specialty
Total receivables, net
Inventory
North America
Europe
Specialty
Total inventory
Property and Equipment, net
North America
Europe
Specialty
Total property and equipment, net
Other unallocated assets
Total assets
December 31,
2014
2013
2012
$
322,713
$
277,395
$
241,627
227,987
50,722
601,422
826,429
402,488
204,930
180,699
—
458,094
748,167
328,785
—
70,181
—
311,808
750,565
150,238
—
1,433,847
1,076,952
900,803
456,288
128,309
45,390
629,987
2,908,236
447,528
99,123
—
546,651
2,437,077
434,010
60,369
—
494,379
2,016,466
$
5,573,492
$
4,518,774
$
3,723,456
We report net receivables, inventories, and net property and equipment by segment as that information is used by the
chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital
employed in each segment. Unallocated assets include cash, prepaid and other current and noncurrent assets, goodwill,
intangibles and income taxes.
The majority of our operations are conducted in the U.S. Our European operations are located in the U.K., the
Netherlands, Belgium, France, Sweden, and Norway. Our operations in other countries include recycled and aftermarket
operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts freight
consolidation warehouse in Taiwan, other alternative parts operations in Guatemala, and administrative support functions in
India. Our net sales are attributed to geographic area based on the location of the selling operation.
The following table sets forth our revenue by geographic area (in thousands):
Revenue
United States
United Kingdom
Other countries
Year Ended December 31,
2014
2013
2012
$
4,499,743
$
3,544,360
$
3,209,024
1,321,786
918,535
981,585
536,583
696,072
217,834
$
6,740,064
$
5,062,528
$
4,122,930
The following table sets forth our tangible long-lived assets by geographic area (in thousands):
Long-lived Assets
United States
United Kingdom
Other countries
December 31,
2014
2013
$
$
469,450
$
418,869
92,813
67,724
629,987
$
77,827
49,955
546,651
87
The following table sets forth our revenue by product category (in thousands):
Aftermarket, other new and refurbished products
Recycled, remanufactured and related products and services
Other
Year Ended December 31,
2014
4,613,454
1,473,305
653,305
6,740,064
$
$
2013
3,034,599
1,394,981
632,948
5,062,528
$
$
2012
2,286,853
1,277,023
559,054
4,122,930
$
$
Our North American reportable segment generates revenue from all of our product categories, while our European and
Specialty segments generate revenue primarily from the sale of aftermarket products. Revenue from other sources includes
scrap sales, bulk sales to mechanical remanufacturers (including cores) and sales of aluminum ingots and sows from our
furnace operations.
Note 14. Selected Quarterly Data (unaudited)
The following table presents unaudited selected quarterly financial data for the two years ended December 31, 2014.
Beginning with the quarter ended June 30, 2013, the selected quarterly financial data includes the results of Sator, which was
acquired effective May 1, 2013. Beginning with the quarter ended March 31, 2014, the selected quarterly financial data
includes the results of Keystone Specialty, which was acquired effective January 3, 2014. The operating results for any quarter
are not necessarily indicative of the results for any future period.
(In thousands, except per share data)
2013
Revenue
Gross margin
Operating income
Net income
Basic earnings per share(1)
Diluted earnings per share(1)
(In thousands, except per share data)
2014
Revenue
Gross margin
Operating income
Net income
Basic earnings per share(1)
Diluted earnings per share(1)
Mar. 31
Jun. 30
Sep. 30
Dec. 31
Quarter Ended
$ 1,195,997
$ 1,251,748
$ 1,298,094
$ 1,316,689
501,949
141,588
84,592
509,873
131,378
75,722
517,907
123,395
73,445
$
$
0.28
0.28
$
$
0.25
0.25
$
$
0.24
0.24
$
$
545,673
133,819
77,864
0.26
0.26
Mar. 31
Jun. 30
Sep. 30
Dec. 31
Quarter Ended
$ 1,625,777
$ 1,709,132
$ 1,721,024
$ 1,684,131
651,884
173,834
104,653
671,059
173,596
104,882
664,411
156,188
91,515
$
$
0.35
0.34
$
$
0.35
0.34
$
$
0.30
0.30
$
$
664,559
146,250
80,469
0.27
0.26
(1)
The sum of the quarters may not equal the total of the respective year's earnings per share on either a basic or diluted
basis due to changes in weighted average shares outstanding throughout the year.
88
Note 15. Condensed Consolidating Financial Information
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 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 revenues and
expenses. The condensed consolidating financial statements below have been prepared from the Company's financial
information on the same basis of accounting as the 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.
89
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
(In thousands)
Current Assets:
Assets
Cash and equivalents
Receivables, net
Intercompany receivables, net
Inventory
Deferred income taxes
Prepaid expenses and other current assets
Total Current Assets
Property and Equipment, net
Intangible Assets:
Goodwill
Other intangibles, net
Investment in Subsidiaries
Intercompany Notes Receivable
Other Assets
Total Assets
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable
Intercompany payables, net
Accrued expenses:
Accrued payroll-related liabilities
Other accrued expenses
Contingent consideration liabilities
Other current liabilities
Current portion of long-term obligations
Total Current Liabilities
Long-Term Obligations, Excluding Current Portion
Intercompany Notes Payable
Deferred Income Taxes
Other Noncurrent Liabilities
Stockholders’ Equity
Total Liabilities and Stockholders' Equity
Parent
Guarantors
December 31, 2014
Non-
Guarantors
Eliminations
Consolidated
$
$
$
14,930
145
1,360
—
4,064
20,640
41,139
494
$
32,103
217,542
—
964,477
62,850
36,553
1,313,525
470,791
67,572
383,735
8,048
469,370
10,215
28,606
967,546
158,702
— $
—
(9,408)
—
4,615
—
(4,793)
—
114,605
601,422
—
1,433,847
81,744
85,799
2,317,417
629,987
— 1,563,796
155,819
—
279,967
3,216,039
23,449
667,949
24,457
49,601
$ 3,831,804
$ 3,975,222
725,099
89,706
—
—
— (3,496,006)
(691,398)
—
(2,871)
20,481
$ 1,961,534
2,288,895
245,525
—
—
91,668
$ (4,195,068) $ 5,573,492
$
682
—
$
182,607
8,048
$
216,913
1,360
$
— $
(9,408)
400,202
—
8,075
8,061
—
283
55,172
72,273
1,150,624
—
—
31,668
2,720,657
$ 3,975,222
48,850
83,857
3,263
12,934
4,599
344,158
6,561
649,824
156,727
60,213
2,614,321
$ 3,831,804
29,091
72,230
1,030
14,690
3,744
339,058
643,862
41,574
27,806
27,549
881,685
$ 1,961,534
—
—
—
4,615
—
(4,793)
—
(691,398)
(2,871)
—
(3,496,006)
86,016
164,148
4,293
32,522
63,515
750,696
1,801,047
—
181,662
119,430
2,720,657
$ (4,195,068) $ 5,573,492
90
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
(In thousands)
Current Assets:
Assets
Cash and equivalents
Receivables, net
Intercompany receivables, net
Inventory
Deferred income taxes
Prepaid expenses and other current assets
Total Current Assets
Property and Equipment, net
Intangible Assets:
Goodwill
Other intangibles, net
Investment in Subsidiaries
Intercompany Notes Receivable
Other Assets
Total Assets
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable
Intercompany payables, net
Accrued expenses:
Accrued payroll-related liabilities
Other accrued expenses
Contingent consideration liabilities
Other current liabilities
Current portion of long-term obligations
Total Current Liabilities
Long-Term Obligations, Excluding Current Portion
Intercompany Notes Payable
Deferred Income Taxes
Other Noncurrent Liabilities
Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
Parent
Guarantors
December 31, 2013
Non-
Guarantors
Eliminations
Consolidated
$
$
77,926
—
2,275
—
3,189
7,924
91,314
668
$
13,693
126,926
6,923
687,164
57,422
24,190
916,318
419,617
$
58,869
331,168
—
389,788
3,327
18,231
801,383
126,366
— $
—
(9,198)
—
—
—
(9,198)
—
150,488
458,094
—
1,076,952
63,938
50,345
1,799,817
546,651
— 1,248,746
56,069
—
264,815
2,364,586
118,740
959,185
20,133
49,218
$ 3,044,438
$ 3,464,971
688,698
97,670
—
—
— (2,629,401)
— (1,077,925)
(5,469)
1,937,444
153,739
—
—
81,123
$ (3,721,993) $ 4,518,774
17,241
$ 1,731,358
$
314
—
$
147,708
—
$
201,047
9,198
$
— $
(9,198)
349,069
—
5,236
26,714
—
2,803
24,421
59,488
1,016,249
—
—
38,489
2,350,745
$ 3,464,971
32,850
56,877
1,923
13,039
3,030
255,427
6,554
611,274
110,110
46,417
2,014,656
$ 3,044,438
20,609
56,483
50,542
20,273
14,084
372,236
241,443
466,651
29,181
7,102
614,745
$ 1,731,358
—
—
—
—
—
(9,198)
—
(1,077,925)
(5,469)
—
(2,629,401)
58,695
140,074
52,465
36,115
41,535
677,953
1,264,246
—
133,822
92,008
2,350,745
$ (3,721,993) $ 4,518,774
91
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
Revenue
Cost of goods sold
Gross margin
Facility and warehouse expenses
Distribution expenses
Selling, general and administrative expenses
Restructuring and acquisition related expenses
Depreciation and amortization
Operating (loss) income
Other expense (income):
Interest expense
Intercompany interest (income) expense, net
Loss on debt extinguishment
Change in fair value of contingent consideration
liabilities
Interest and other expense (income), net
Total other expense, net
(Loss) income before (benefit) provision for income
taxes
(Benefit) provision for income taxes
Equity in earnings of unconsolidated subsidiaries
Equity in earnings of subsidiaries
Net income
Year Ended December 31, 2014
$
Parent
Guarantors
— $ 4,649,391
2,813,427
—
1,835,964
—
382,937
—
389,430
—
460,516
25,770
8,628
—
81,253
218
513,200
(25,988)
Non-
Guarantors
$ 2,221,831
1,405,882
815,949
143,354
187,911
276,602
6,178
39,248
162,656
Eliminations
Consolidated
$ (131,158) $ 6,740,064
4,088,151
2,651,913
526,291
577,341
762,888
14,806
120,719
649,868
(131,158)
—
—
—
—
—
—
—
50,636
(48,556)
324
—
230
2,634
635
23,865
—
(2,081)
(6,278)
16,141
13,271
24,691
—
230
5,013
43,205
—
—
—
—
—
—
64,542
—
324
(1,851)
(1,035)
61,980
(28,622)
(10,536)
—
399,605
381,519
$
497,059
190,456
40
28,846
335,489
$
119,451
24,344
(2,145)
—
92,962
—
—
—
(428,451)
$ (428,451) $
587,888
204,264
(2,105)
—
381,519
$
92
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
Revenue
Cost of goods sold
Gross margin
Facility and warehouse expenses
Distribution expenses
Selling, general and administrative expenses
Restructuring and acquisition related expenses
Depreciation and amortization
Operating (loss) income
Other expense (income):
Interest expense
Intercompany interest (income) expense, net
Loss on debt extinguishment
Change in fair value of contingent consideration
liabilities
Interest and other expense (income), net
Total other expense, net
(Loss) income before (benefit) provision for income
taxes
(Benefit) provision for income taxes
Equity in earnings of subsidiaries
Net income
Year Ended December 31, 2013
$
Parent
Guarantors
— $ 3,576,269
2,100,804
—
1,475,465
—
323,042
—
297,908
—
377,481
26,778
1,406
—
55,802
250
419,826
(27,028)
Non-
Guarantors
$ 1,598,832
998,895
599,937
102,039
134,039
192,793
8,767
24,917
137,382
Eliminations
Consolidated
$ (112,573) $ 5,062,528
2,987,126
2,075,402
425,081
431,947
597,052
10,173
80,969
530,180
(112,573)
—
—
—
—
—
—
—
42,442
(45,459)
2,795
—
252
30
640
21,978
—
(744)
(2,858)
19,016
8,102
23,481
—
3,248
476
35,307
—
—
—
—
—
—
51,184
—
2,795
2,504
(2,130)
54,353
(27,058)
(7,193)
331,488
311,623
$
400,810
151,369
22,050
271,491
$
102,075
20,028
—
82,047
—
—
(353,538)
$ (353,538) $
475,827
164,204
—
311,623
$
93
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
Revenue
Cost of goods sold
Gross margin
Facility and warehouse expenses
Distribution expenses
Selling, general and administrative expenses
Restructuring and acquisition related expenses
Depreciation and amortization
Operating (loss) income
Other expense (income):
Interest expense
Intercompany interest (income) expense, net
Change in fair value of contingent consideration
liabilities
Interest and other income, net
Total other (income) expense, net
(Loss) income before (benefit) provision for income
taxes
(Benefit) provision for income taxes
Equity in earnings of subsidiaries
Net income
Year Ended December 31, 2012
Parent
Guarantors
— $ 3,236,507
1,886,098
—
1,350,409
—
287,036
—
281,011
—
346,596
21,098
1,812
—
49,782
296
384,172
(21,394)
Non-
Guarantors
976,710
$
602,979
373,731
60,881
94,824
127,897
939
14,015
75,175
Eliminations
$
Consolidated
(90,287) $ 4,122,930
2,398,790
(90,287)
1,724,140
—
347,917
—
375,835
—
495,591
—
2,751
—
64,093
—
437,953
—
24,272
(37,491)
—
(43)
(13,262)
(8,132)
(3,287)
266,070
261,225
308
27,377
(1,943)
(3,638)
22,104
6,849
10,114
3,586
(605)
19,944
—
—
—
—
—
31,429
—
1,643
(4,286)
28,786
362,068
140,150
12,481
234,399
$
$
55,231
11,079
—
44,152
—
—
(278,551)
$ (278,551) $
409,167
147,942
—
261,225
$
$
94
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
Net income
Other comprehensive (loss) income, net of tax:
Foreign currency translation
Net change in unrecognized gains/losses on derivative
instruments, net of tax
Net change in unrealized gains/losses on pension plan,
net of tax
Total other comprehensive (loss) income
Total comprehensive income
Year Ended December 31, 2014
Parent
381,519
$
Guarantors
335,489
$
Non-
Guarantors
92,962
$
Eliminations
$ (428,451) $
Consolidated
381,519
(51,979)
(17,710)
(49,559)
67,269
(51,979)
2,195
—
(444)
444
2,195
(10,452)
(60,236)
321,283
$
—
(17,710)
317,779
$
(10,452)
(60,455)
32,507
10,452
78,165
$ (350,286) $
(10,452)
(60,236)
321,283
$
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
Net income
Other comprehensive income, net of tax:
Year Ended December 31, 2013
Parent
311,623
$
Guarantors
271,491
$
Non-
Guarantors
82,047
$
Eliminations
$ (353,538) $
Consolidated
311,623
Foreign currency translation
Net change in unrecognized gains/losses on derivative
instruments, net of tax
Net change in unrealized gain on pension plan, net of
tax
Total other comprehensive income
Total comprehensive income
14,056
7,168
15,495
(22,663)
14,056
4,495
—
1,322
(1,322)
4,495
701
19,252
330,875
$
—
7,168
278,659
$
$
701
17,518
99,565
(701)
(24,686)
$ (378,224) $
701
19,252
330,875
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation
Net change in unrecognized gains/losses on derivative
instruments, net of tax
Total other comprehensive income
Total comprehensive income
Year Ended December 31, 2012
Parent
261,225
$
Guarantors
234,399
$
Non-
Guarantors
44,152
$
Eliminations
$ (278,551) $
Consolidated
261,225
12,921
5,278
12,334
(17,612)
12,921
(3,201)
9,720
270,945
$
—
5,278
239,677
$
$
(519)
11,815
55,967
519
(17,093)
$ (295,644) $
(3,201)
9,720
270,945
95
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
Year Ended December 31, 2014
Parent
Guarantors
Non-
Guarantors
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities
$
271,221
$
427,249
$
(53,348) $ (274,225) $
370,897
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
Investment and intercompany note activity with
subsidiaries
Acquisitions, net of cash acquired
Other investing activities, net
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Excess tax benefit from stock-based payments
Debt issuance costs
Borrowings under revolving credit facilities
Repayments under revolving credit facilities
Borrowings under term loans
Repayments under term loans
Borrowings under receivables securitization facility
Repayments under receivables securitization facility
Repayments of other long-term debt
Payments of other obligations
Other financing activities, net
Investment and intercompany note activity with parent
Dividends
Net cash provided by financing activities
Effect of exchange rate changes on cash and equivalents
Net (decrease) increase in cash and equivalents
Cash and equivalents, beginning of period
Cash and equivalents, end of period
$
(44)
(85,182)
(55,724)
—
(140,950)
(477,007)
—
—
(477,051)
9,324
17,814
(3,675)
867,000
(727,000)
11,250
(16,875)
—
—
(1,921)
—
(13,083)
—
—
142,834
—
(62,996)
77,926
14,930
(608)
(635,171)
768
(720,193)
—
—
—
—
—
—
—
—
—
(2,310)
(464)
12,340
576,384
(274,225)
311,725
(371)
18,410
13,693
32,103
$
—
(140,750)
(4,891)
(201,365)
—
—
(75)
720,644
(371,518)
—
—
95,050
(150)
(35,820)
(41,528)
—
(98,769)
—
267,834
(4,418)
8,703
58,869
67,572
$
477,615
—
—
477,615
—
(775,921)
(4,123)
(920,994)
9,324
—
17,814
—
(3,750)
—
— 1,587,644
— (1,098,518)
11,250
—
(16,875)
—
95,050
—
(150)
—
(40,051)
—
(41,992)
—
(743)
—
(477,615)
—
—
274,225
(203,390)
519,003
(4,789)
—
(35,883)
—
150,488
—
114,605
— $
$
96
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
Investment and intercompany note activity with
subsidiaries
Acquisitions, net of cash acquired
Other investing activities, net
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Excess tax benefit from stock-based payments
Debt issuance costs
Proceeds from issuance of senior notes
Borrowings under revolving credit facilities
Repayments under revolving credit facilities
Borrowings under term loans
Repayments under term loans
Borrowings under receivables securitization facility
Repayments under receivables securitization facility
Repayments of other long-term debt
Payments of other obligations
Investment and intercompany note activity with parent
Dividends
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and equivalents
Net increase (decrease) in cash and equivalents
Cash and equivalents, beginning of period
Cash and equivalents, end of period
$
Year Ended December 31, 2013
Parent
Guarantors
Non-
Guarantors
Eliminations
Consolidated
$
160,620
$
260,567
$
126,681
$ (119,812) $
428,056
—
(57,219)
(32,967)
—
(90,186)
(434,172)
—
—
(434,172)
15,392
18,348
(16,858)
600,000
315,000
(616,000)
35,000
(16,875)
—
—
(925)
—
—
—
333,082
—
59,530
18,396
77,926
(84,894)
(33,436)
1,191
(174,358)
—
—
—
—
—
—
—
—
—
—
(8,930)
(473)
38,446
(119,812)
(90,769)
—
(4,560)
18,253
13,693
$
—
(374,948)
(8,227)
(416,142)
—
—
(82)
—
122,023
(132,086)
—
—
41,500
(121,500)
(35,207)
(32,386)
480,620
—
322,882
2,327
35,748
23,121
58,869
519,066
—
—
519,066
—
—
—
—
—
—
—
—
—
—
—
—
(519,066)
119,812
(399,254)
—
—
—
— $
—
(408,384)
(7,036)
(505,606)
15,392
18,348
(16,940)
600,000
437,023
(748,086)
35,000
(16,875)
41,500
(121,500)
(45,062)
(32,859)
—
—
165,941
2,327
90,718
59,770
150,488
$
$
97
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
Year Ended December 31, 2012
Parent
Guarantors
Non-
Guarantors
Eliminations
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities
$
150,309
$
289,013
$
(74,085) $ (159,047) $
206,190
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
Investment and intercompany note activity with
subsidiaries
Acquisitions, net of cash acquired
Other investing activities, net
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Excess tax benefit from stock-based payments
Debt issuance costs
Borrowings under revolving credit facilities
Repayments under revolving credit facilities
Borrowings under term loans
Repayments under term loans
Borrowings under receivables securitization facility
Repayments under receivables securitization facility
Repayments other long-term debt
Payments of other obligations
Investment and intercompany note activity with parent
Dividends
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and equivalents
Net increase in cash and equivalents
Cash and equivalents, beginning of period
Cash and equivalents, end of period
$
(150)
(68,344)
(19,761)
—
(88,255)
(132,006)
—
—
(132,156)
17,693
15,737
(30)
612,700
(832,700)
200,000
(20,000)
—
—
(3,065)
—
—
—
(9,665)
—
8,488
9,908
18,396
—
(183,716)
699
(251,361)
—
—
—
—
—
—
—
—
—
(2,568)
(4,293)
129,076
(159,047)
(36,832)
—
820
17,433
18,253
—
(81,620)
358
(101,023)
132,006
—
—
132,006
—
—
(223)
129,681
(22,702)
—
—
82,700
(2,700)
(13,158)
—
2,930
—
176,528
795
2,215
20,906
23,121
—
—
—
—
—
—
—
—
—
—
—
(132,006)
159,047
27,041
—
—
—
— $
$
—
(265,336)
1,057
(352,534)
17,693
15,737
(253)
742,381
(855,402)
200,000
(20,000)
82,700
(2,700)
(18,791)
(4,293)
—
—
157,072
795
11,523
48,247
59,770
$
$
98
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2014, the end of the period covered by this report, an evaluation was carried out under the
supervision and with the participation of LKQ Corporation's management, including our Chief Executive Officer and our Chief
Financial Officer, of our "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file with
the Securities and Exchange Commission ("SEC") is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the
Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
Report of Management on Internal Control over Financial Reporting dated March 2, 2015
Management of LKQ Corporation and subsidiaries (the "Company") is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act of 1934. The Company's internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States. Internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company's assets that could have a material effect on the Company's financial statements.
We have excluded from our assessment of internal control over financial reporting six aftermarket parts distribution
businesses in the Netherlands, all of which are subsidiaries of the Company's Netherlands subsidiary, Sator Beheer B.V., which
were acquired during 2014 and whose financial statements constitute no more than 3% of net assets, total assets, revenue, and
net income of the consolidated financial statement amounts as of and for the year ended December 31, 2014.
Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices,
and actions taken to correct deficiencies as identified. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with
the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2014. Management based this assessment on criteria for effective internal control over financial reporting described in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and
testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its
assessment with the Audit Committee of the Company's Board of Directors.
Based on this assessment, management determined that, as of December 31, 2014, the Company maintained effective
internal control over financial reporting. Deloitte & Touche LLP, independent registered public accounting firm, who audited
and reported on the consolidated financial statements of the Company included in this report, has issued an attestation report on
the effectiveness of our internal control over financial reporting as of December 31, 2014.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s
most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
99
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of LKQ Corporation:
We have audited the internal control over financial reporting of LKQ Corporation and subsidiaries (the "Company") as
of December 31, 2014, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. As described in the Report of Management on Internal Control over
Financial Reporting dated March 2, 2015, management excluded from its assessment the internal control over financial
reporting at six aftermarket parts distribution businesses in the Netherlands, all of which are subsidiaries of the Company's
Netherlands subsidiary, Sator Beheer B.V., which were acquired during 2014 and whose financial statements constitute no more
than 3% of net assets, total assets, revenue, and net income of the consolidated financial statement amounts as of and for the
year ended December 31, 2014. Accordingly, our audit did not include the internal control over financial reporting at these six
aftermarket parts distribution businesses in the Netherlands. The Company's management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting dated March 2,
2015. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the
company's principal executive and principal financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2014
of the Company and our report dated March 2, 2015 expressed an unqualified opinion on those financial statements and
financial statement schedule.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
March 2, 2015
100
ITEM 9B.
OTHER INFORMATION
None.
101
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
Directors
The information appearing under the caption "Election of our Board of Directors" in our Proxy Statement for the
Annual Meeting of Stockholders to be held May 4, 2015 (the "Proxy Statement") is incorporated herein by reference.
Executive Officers
Our executive officers, their ages at December 31, 2014, and their positions with us are set forth below. Our executive
officers are elected by and serve at the discretion of our Board of Directors.
Name
Age
Position
Robert L. Wagman
John S. Quinn
Victor M. Casini
Walter P. Hanley
Steven Greenspan
50
56
52
48
53
President, Chief Executive Officer and Director
Executive Vice President and Chief Financial Officer
Senior Vice President, General Counsel and Corporate Secretary
Senior Vice President—Development
Senior Vice President of Operations—Wholesale Parts Division
Michael S. Clark
40 Vice President—Finance and Controller
Robert A. Alberico
65
Senior Vice President of Human Resources
Robert L. Wagman became our President and Chief Executive Officer on January 1, 2012. He was elected to our Board of
Directors on November 7, 2011. Mr. Wagman was our President and Co-Chief Executive Officer from January 1, 2011 to
January 1, 2012. Prior thereto, he had been our Senior Vice President of Operations—Wholesale Parts Division, with oversight
of our wholesale late model operations, since August 2009. Prior thereto, from October 1998, Mr. Wagman managed our
insurance company relationships, and from February 2004, added to his responsibilities the oversight of our aftermarket
product operations. He was elected our Vice President of Insurance Services and Aftermarket Operations in August
2005. Before joining us, Mr. Wagman served from April 1995 to October 1998 as the Outside Sales Manager of Triplett Auto
Parts, Inc., a recycled auto parts company that we acquired in July 1998. He started in our industry in 1987 as an Account
Executive for Copart Auto Auctions, a processor and seller of salvage vehicles through auctions.
John S. Quinn has been our Executive Vice President and Chief Financial Officer since November 2009. Prior to joining our
Company, he was the Senior Vice President, Chief Financial Officer and Treasurer of Casella Waste Systems, Inc., a company
in the solid waste management services industry, from January 2009. From January 2001 to January 2009 he held various
positions of increasing responsibility with Allied Waste Industries, Inc., a company also in the solid waste management services
industry, including Senior Vice President of Finance from January 2005 to January 2009, Controller and Chief Accounting
Officer from November 2006 to September 2007 and Vice President Financial Analysis and Planning from January 2003 to
January 2005. From August 1987 to January 2001, he held various positions with Waste Management Inc.'s foreign
subsidiaries, and Waste Management International, plc. in Canada and the United Kingdom. Prior to working for Waste
Management, he worked for Ford Glass Ltd., a subsidiary of Ford Motor Company.
Victor M. Casini has been our Vice President, General Counsel and Corporate Secretary from our inception in February 1998.
In March 2008, he was elected Senior Vice President. Mr. Casini was a member of our Board of Directors from May 2010 until
May 2012. From July 1992 to December 2011, Mr. Casini was the Executive Vice President and General Counsel of Flynn
Enterprises, Inc., a venture capital, hedging and consulting firm. Mr. Casini served as Senior Vice President, General Counsel
and Corporate Secretary of Discovery Zone, Inc., an operator and franchiser of family entertainment centers, from July 1992
until May 1995. Prior to July 1992, Mr. Casini practiced corporate and securities law with the law firm of Bell, Boyd & Lloyd
LLP (now known as K&L Gates LLP) in Chicago, Illinois for more than five years.
Walter P. Hanley joined us in December 2002 as our Vice President of Development, Associate General Counsel and Assistant
Secretary. In December 2005, he became our Senior Vice President of Development. Mr. Hanley served as Senior Vice
President, General Counsel and Secretary of Emerald Casino, Inc., an owner of a license to operate a riverboat casino in the
State of Illinois, from June 1999 until August 2002. Mr. Hanley served as Senior Vice President, General Counsel and Secretary
of Blue Chip Casino, Inc., an owner and operator of a riverboat gaming vessel in Michigan City, Indiana, from July 1996 until
November 1999. Mr. Hanley served as Vice President and Associate General Counsel of Flynn Enterprises, Inc. from May 1995
until February 1998 and as Associate General Counsel of Discovery Zone, Inc. from March 1993 until May 1995. Prior to
March 1993, Mr. Hanley practiced corporate and securities law with the law firm of Bell, Boyd & Lloyd LLP (now known as
K&L Gates LLP) in Chicago, Illinois.
102
Steven Greenspan became our Senior Vice President of Operations – Wholesale Parts Division on January 1, 2012. Mr.
Greenspan has been in the recycled automotive parts industry for approximately 30 years. He served as our Regional Vice
President—Mid-Atlantic Region from January 2003 to December 2011. He was the Manager of our Atlanta facility from May
1998 until December 2002. Prior thereto, he was the Manager of a company that we acquired in 1998.
Michael S. Clark has been our Vice President—Finance and Controller since February 2011. Prior thereto, he served as our
Assistant Controller since May 2008. Prior to joining our Company, he was the SEC Reporting Manager of FMC Technologies,
Inc., a global provider of technology solutions for the energy industry, from December 2004 to May 2008. Before joining FMC
Technologies, Mr. Clark, a certified public accountant, worked in public accounting for more than eight years, leaving as a
Senior Manager in the audit practice of Deloitte & Touche.
Robert A. Alberico joined us in January 2014 as our Senior Vice President of Human Resources. Mr. Alberico has had over 35
years of experience in the Human Resources field. He was the Vice President of Human Resources at Morton Salt, a producer
of salt and other consumer products, from January 2008 to December 2013; the Vice President of Human Resources at Allied
Waste Industries, a waste services company, from 2004 to 2007; held positions as both Vice President and Director, Human
Resources, for TRW Automotive, a manufacturer of automotive safety products, and certain of its business units from 1988 to
2003; and held various human resources positions from 1975 to 1988 at the Admiral Products Division of Rockwell
International, which manufactures consumer electronics, and the Graphic Systems Division at Rockwell International, which
manufactures press equipment.
Code of Ethics
A copy of our Code of Ethics for Financial Officers is available free of charge through our website at
www.lkqcorp.com.
Section 16 Compliance
Information appearing under the caption "Other Information—Section 16(a) Beneficial Ownership Reporting
Compliance" in the Proxy Statement is incorporated herein by reference.
Audit Committee
Information appearing under the caption "Corporate Governance—Committees of the Board—Audit Committee" in
the Proxy Statement is incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION
Information appearing under the captions "Director Compensation—Director Compensation Table," "Executive
Compensation—Compensation Discussion and Analysis," "Corporate Governance—Compensation Committee Interlocks and
Insider Participation" and "Executive Compensation—Compensation Tables" in the Proxy Statement is incorporated herein by
reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information appearing under the caption "Other Information—Principal Stockholders" in the Proxy Statement is
incorporated herein by reference.
103
The following table provides information about our common stock that may be issued under our equity compensation
plans as of December 31, 2014.
Equity Compensation Plan Information
Plan Category
Equity compensation plans approved by stockholders
Stock options
Restricted stock units
Total equity compensation plans approved by
stockholders
Equity compensation plans not approved by
stockholders
Total
Number of
securities to be issued
upon exercise of
outstanding options,
warrants, and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants, and rights
(b)
Number of securities remaining
available for future
issuance under equity
compensation plans (excluding
securities reflected in column (a))
(c)
5,207,772
2,151,232
$
$
7,359,004
8.04
—
— $
—
7,359,004
13,344,906
—
13,344,906
See Note 3, "Equity Incentive Plans," to the consolidated financial statements in Part II, Item 8 of this Annual Report
on Form 10-K for further information related to the equity incentive plans listed above.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information appearing under the caption "Other Information—Certain Transactions," "Election of our Board of
Directors" and "Corporate Governance - Director Independence" in the Proxy Statement is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information appearing under the caption "Appointment of Our Independent Registered Public Accounting Firm—
Audit Fees and Non-Audit Fees" and "Appointment of Our Independent Registered Public Accounting Firm—Policy on Audit
Committee Approval of Audit and Non-Audit Services" in the Proxy Statement is incorporated herein by reference.
104
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
PART IV
Reference is made to the information set forth in Part II, Item 8 of this Annual Report on Form 10-K, which
information is incorporated herein by reference.
(a)(2) Financial Statement Schedules
Other than as set forth below, all schedules for which provision is made in the applicable accounting regulations of the
SEC have been omitted because they are not required under the related instructions, are not applicable, or the information has
been provided in the consolidated financial statements or the notes thereto.
Schedule II—Valuation and Qualifying Accounts and Reserves
Descriptions
ALLOWANCE FOR DOUBTFUL
ACCOUNTS:
Balance at
Beginning of
Period
Additions
Charged to
Costs and
Expenses
Acquisitions and
Other
(in thousands)
Deductions
Balance at End
of Period
Year ended December 31, 2012
$
8,347
$
5,928
$
308
$
Year ended December 31, 2013
Year ended December 31, 2014
9,470
14,360
7,148
9,814
3,633
4,436
(5,113) $
(5,891)
(9,184)
9,470
14,360
19,426
ALLOWANCE FOR ESTIMATED
RETURNS, DISCOUNTS &
ALLOWANCES:
Year ended December 31, 2012
$
22,804
$
714,880
$
1,151
$
Year ended December 31, 2013
Year ended December 31, 2014
24,692
26,636
797,380
955,615
825
10,695
(714,143) $
(796,261)
(961,658)
24,692
26,636
31,288
105
(a)(3) Exhibits
The exhibits to this Annual Report on Form 10-K are listed in Item 15(b) of this Annual Report on Form 10-K.
Included in the exhibits listed therein are the following exhibits which constitute management contracts or compensatory plans
or arrangements:
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
LKQ Corporation 401(k) Plus Plan dated August 1, 1999.
Amendment to LKQ Corporation 401(k) Plus Plan.
Trust for LKQ Corporation 401(k) Plus Plan.
LKQ Corporation 401(k) Plus Plan II, as amended and restated effective as of January 1, 2011.
LKQ Corporation 1998 Equity Incentive Plan, as amended.
Form of LKQ Corporation Award Agreement for options granted under the 1998 Equity Incentive Plan.
Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors.
Form of LKQ Corporation Restricted Stock Unit Agreement.
Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement.
LKQ Corporation Amended and Restated Stock Option and Compensation Plan for Non-Employee Directors, as
amended.
Form of Indemnification Agreement between directors and officers of LKQ Corporation and LKQ Corporation.
LKQ Corporation Management Incentive Plan.
Form of LKQ Corporation Executive Officer Management Incentive Plan Award Memorandum.
Amended and Restated LKQ Corporation Long Term Incentive Plan.
Form of LKQ Corporation Executive Officer Long Term Incentive Plan Award Memorandum.
Consulting Agreement, as amended and restated, dated as of May 21, 2009 between LKQ Corporation and
Joseph M. Holsten.
Amendment Agreement dated as of January 31, 2011 to the Consulting Agreement between LKQ Corporation
and Joseph M. Holsten dated as of May 21, 2009.
Change of Control Agreement between LKQ Corporation and Robert L. Wagman dated as of July 24, 2014.
Change of Control Agreement between LKQ Corporation and John S. Quinn dated as of July 24, 2014.
Change of Control Agreement between LKQ Corporation and Walter P. Hanley dated as of July 24, 2014.
Change of Control Agreement between LKQ Corporation and Victor M. Casini dated as of July 24, 2014.
Change of Control Agreement between LKQ Corporation and Steven Greenspan dated as of July 24, 2014.
Change of Control Agreement between LKQ Corporation and Robert A. Alberico dated as of July 24, 2014.
Change of Control Agreement between LKQ Corporation and Michael S. Clark dated as of July 24, 2014.
LKQ Severance Policy for Key Executives.
(b) Exhibits
3.1
3.2
4.1
4.2
4.3
4.4
Restated Certificate of Incorporation of LKQ Corporation (incorporated by reference to Exhibit 3.1 to the
Company’s report on Form 10-Q filed with the SEC on October 31, 2014).
Amended and Restated Bylaws of LKQ Corporation (incorporated herein by reference to Exhibit 3.1 to the
Company’s report on Form 8-K filed with the SEC on August 8, 2014).
Specimen of common stock certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form S-1/A, Registration No. 333-107417 filed with the SEC on September 12, 2003).
Amendment and Restatement Agreement dated as March 27, 2014 by and among LKQ Corporation, LKQ
Delaware LLP, and certain additional subsidiaries of LKQ Corporation, as borrowers, certain financial
institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein
by reference to Exhibit 4.1 to the Company's report on Form 8-K filed with the SEC on March 27, 2014).
Amendment No. 1 dated as of November 13, 2014 to the Third Amended and Restated Credit Agreement, which
is Exhibit A to the Amendment and Restatement Agreement dated as March 27, 2014 by and among LKQ
Corporation, LKQ Delaware LLP, and certain additional subsidiaries of LKQ Corporation, as borrowers, certain
financial institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent.
Indenture dated as of May 9, 2013 among LKQ Corporation, as Issuer, the Guarantors, and U.S. Bank National
Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 8-K
filed with the SEC on May 10, 2013).
106
4.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
Supplemental Indenture dated as of May 8, 2014 among LKQ Corporation, as Issuer, the Guarantors, and U.S.
Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s report
on Form 10-Q filed with the SEC on August 1, 2014).
LKQ Corporation 401(k) Plus Plan dated August 1, 1999 (incorporated herein by reference to Exhibit 10.23 to
the Company’s Registration Statement on Form S-1, Registration No. 333-107417 filed with the SEC on July 28,
2003).
Amendment to LKQ Corporation 401(k) Plus Plan (incorporated herein by reference to Exhibit 10.24 to the
Company’s Registration Statement on Form S-1, Registration No. 333-107417 filed with the SEC on July 28,
2003).
Trust for LKQ Corporation 401(k) Plus Plan (incorporated herein by reference to Exhibit 10.25 to the Company’s
Registration Statement on Form S-1, Registration No. 333-107417 filed with the SEC on July 28, 2003).
LKQ Corporation 401(k) Plus Plan II, as amended and restated effective as of January 1, 2011 (incorporated
herein by reference to Exhibit 10.8 to the Company’s report on Form 10-K for the year ended December 31,
2010).
LKQ Corporation 1998 Equity Incentive Plan, as amended.
Form of LKQ Corporation Award Agreement for options granted under the 1998 Equity Incentive Plan
(incorporated herein by reference to Exhibit 99.1 to the Company’s report on Form 8-K filed with the SEC on
January 11, 2005).
Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors (incorporated herein
by reference to Exhibit 10.4 to the Company’s report on Form 10-Q filed with the SEC on August 2, 2013).
Form of LKQ Corporation Restricted Stock Unit Agreement.
Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement (incorporated herein by
reference to Exhibit 10.1 to the Company's report on Form 8-K filed with the SEC on December 16, 2014).
LKQ Corporation Amended and Restated Stock Option and Compensation Plan for Non-Employee Directors, as
amended (incorporated herein by reference to Exhibit 10.5 to the Company’s report on Form 10-Q filed with the
SEC on November 7, 2008).
Form of Indemnification Agreement between directors and officers of LKQ Corporation and LKQ Corporation
(incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1,
Registration No. 333-107417 filed with the SEC on July 28, 2003).
LKQ Corporation Management Incentive Plan.
Form of LKQ Corporation Executive Officer Management Incentive Plan Award Memorandum.
Amended and Restated LKQ Corporation Long Term Incentive Plan (incorporated herein by reference to Exhibit
10.1 to the Company’s report on Form 8-K filed with the SEC on November 7, 2014).
Form of LKQ Corporation Executive Officer Long Term Incentive Plan Award Memorandum.
Consulting Agreement, as amended and restated, dated as of May 21, 2009 between LKQ Corporation and
Joseph M. Holsten (incorporated herein by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed
with the SEC on May 21, 2009).
Amendment Agreement dated as of January 31, 2011 to the Consulting Agreement between LKQ Corporation
and Joseph M. Holsten dated as of May 21, 2009 (incorporated herein by reference to Exhibit 10.1 to the
Company’s report on Form 8-K filed with the SEC on February 2, 2011).
ISDA 2002 Master Agreement between Bank of America, N.A. and LKQ Corporation, and related Schedule
(incorporated by reference to Exhibit 10.23 to the Company’s report on Form 10-K filed with the SEC on March
3, 2014).
ISDA 2002 Master Agreement between Citizens Bank of Pennsylvania and LKQ Corporation, and related
Schedule (incorporated by reference to Exhibit 10.24 to the Company’s report on Form 10-K filed with the SEC
on March 3, 2014).
ISDA 2002 Master Agreement between RBS Citizens, N.A. and LKQ Corporation, and related Schedule
(incorporated by reference to Exhibit 10.25 to the Company’s report on Form 10-K filed with the SEC on March
3, 2014).
ISDA 2002 Master Agreement between Fifth Third Bank and LKQ Corporation, and related Schedule
(incorporated by reference to Exhibit 10.26 to the Company’s report on Form 10-K filed with the SEC on March
3, 2014).
ISDA 2002 Master Agreement between Wells Fargo Bank, National Association and LKQ Corporation, and
related Schedule (incorporated by reference to Exhibit 10.3 to the Company’s report on Form 10-Q filed with the
SEC on August 2, 2013).
107
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
12.1
14.1
21.1
23.1
31.1
31.2
Change of Control Agreement between LKQ Corporation and Robert L. Wagman dated as of July 24, 2014
(incorporated herein by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed with the SEC on
July 28, 2014).
Change of Control Agreement between LKQ Corporation and John S. Quinn dated as of July 24, 2014
(incorporated herein by reference to Exhibit 10.3 to the Company’s report on Form 8-K filed with the SEC on
July 28, 2014).
Change of Control Agreement between LKQ Corporation and Walter P. Hanley dated as of July 24, 2014
(incorporated herein by reference to Exhibit 10.4 to the Company’s report on Form 8-K filed with the SEC on
July 28, 2014).
Change of Control Agreement between LKQ Corporation and Victor M. Casini dated as of July 24, 2014
(incorporated herein by reference to Exhibit 10.5 to the Company’s report on Form 8-K filed with the SEC on
July 28, 2014).
Change of Control Agreement between LKQ Corporation and Steven Greenspan dated as of July 24, 2014
(incorporated herein by reference to Exhibit 10.6 to the Company’s report on Form 8-K filed with the SEC on
July 28, 2014).
Change of Control Agreement between LKQ Corporation and Robert A. Alberico dated as of July 24, 2014
(incorporated herein by reference to Exhibit 10.7 to the Company’s report on Form 8-K filed with the SEC on
July 28, 2014).
Change of Control Agreement between LKQ Corporation and Michael S. Clark dated as of July 24, 2014
(incorporated herein by reference to Exhibit 10.8 to the Company’s report on Form 8-K filed with the SEC on
July 28, 2014).
LKQ Severance Policy for Key Executives (incorporated herein by reference to Exhibit 10.1 to the Company’s
report on Form 8-K filed with the SEC on July 28, 2014).
Receivables Sale Agreement dated as of September 28, 2012 among Keystone Automotive Industries, Inc., as an
Originator, Greenleaf Auto Recyclers, LLC, as an Originator, and LKQ Receivables Finance Company, LLC, as
Buyer (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC
on October 4, 2012).
Receivables Purchase Agreement dated as of September 28, 2012 among LKQ Receivables Finance Company,
LLC, as Seller, LKQ Corporation, as Servicer, Victory Receivables Corporation, as a Conduit and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as a Financial Institution, as Administrative Agent and as a Managing Agent
(incorporated herein by reference to Exhibit 10.2 to the Company’s report on Form 8-K filed with the SEC on
October 4, 2012).
Amendment No. 1 to Receivables Purchase Agreement dated as of September 29, 2014 among LKQ Receivables
Finance Company, LLC, as Seller, LKQ Corporation, as Servicer, Victory Receivables Corporation, as a Conduit
and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Financial Institution, as Administrative Agent and as a
Managing Agent (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed
with the SEC on October 3, 2014).
Performance Undertaking, dated as of September 28, 2012 by LKQ Corporation in favor of LKQ Receivables
Finance Company, LLC (incorporated herein by reference to Exhibit 10.3 to the Company’s report on Form 8-K
filed with the SEC on October 4, 2012).
Agreement and Plan of Merger dated as of December 5, 2013 among Keystone Automotive Holdings, Inc., LKQ
Corporation, KAH Acquisition Sub, Inc., certain stockholders of Keystone Automotive Holdings, Inc., and the
Equityholders Representative (incorporated by reference to Exhibit 10.40 to the Company’s report on Form 10-K
filed with the SEC on March 3, 2014).
APX Agreement between Euro Car Parts Limited, LKQ Corporation, Sukhpal Singh Ahluwalia and APX
Autopart Express Limited dated as of November 7, 2014 (incorporated herein by reference to Exhibit 10.1 to the
Company's report on Form 8-K filed with the SEC on November 13, 2014).
Service Agreement between Euro Car Parts Limited and Sukhpal Singh Ahluwalia dated as of November 7, 2014
(incorporated herein by reference to Exhibit 10.2 to the Company's report on Form 8-K filed with the SEC on
November 13, 2014).
Computation of Ratio of Earnings to Fixed Charges.
LKQ Corporation Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s report on Form
10-Q filed with the SEC on August 2, 2013).
List of subsidiaries, jurisdictions and assumed names.
Consent of Independent Registered Public Accounting Firm.
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
108
32.1
32.2
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
109
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 2, 2015.
SIGNATURES
LKQ CORPORATION
By:
/s/ ROBERT L. WAGMAN
Robert L. Wagman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on March 2, 2015.
Signature
Title
Principal Executive Officer:
/s/ ROBERT L. WAGMAN
Robert L. Wagman
Principal Financial Officer:
/s/ JOHN S. QUINN
John S. Quinn
Principal Accounting Officer:
/s/ MICHAEL S. CLARK
Michael S. Clark
A Majority of the Directors:
President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
Vice President—Finance and Controller
/s/ SUKHPAL SINGH AHLUWALIA
Director
Sukhpal Singh Ahluwalia
/s/ A. CLINTON ALLEN
A. Clinton Allen
/s/ RONALD G. FOSTER
Ronald G. Foster
/s/ JOSEPH M. HOLSTEN
Joseph M. Holsten
/s/ BLYTHE J. MCGARVIE
Blythe J. McGarvie
/s/ PAUL M. MEISTER
Paul M. Meister
/s/ JOHN F. O'BRIEN
John F. O'Brien
/s/ GUHAN SUBRAMANIAN
Guhan Subramanian
/s/ ROBERT L. WAGMAN
Robert L. Wagman
/s/ WILLIAM M. WEBSTER, IV
William M. Webster, IV
Director
Director
Director
Director
Director
Director
Director
Director
Director
110