10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

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(Mark One)

x 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

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LKQ CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	36-4215970
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
500 West Madison Street, Suite 2800, Chicago, IL	60661
(Address of principal executive offices)	(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	Name of each exchange on which registered
Common Stock, par value $.01 per share	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    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  x

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  x    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  x    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.  x

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	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

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.

Documents Incorporated by Reference

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.

PART I

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

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;

• 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:

• 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

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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.

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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

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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 notesand 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

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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.

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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.

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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.

	High		Low
2013
First Quarter	$	23.99	$	20.09
Second Quarter	26.58		20.28
Third Quarter	32.29		25.38
Fourth Quarter	34.32		30.61
2014
First Quarter	32.90		24.46
Second Quarter	29.84		24.95
Third Quarter	29.21		25.15
Fourth Quarter	29.64		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.

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Comparison of Cumulative Return

Among LKQ Corporation, the NASDAQ Stock Market (U.S.) Index and the Peer Group

	12/31/2009		12/31/2010		12/31/2011		12/31/2012		12/31/2013		12/31/2014
LKQ Corporation	$	100	$	116	$	154	$	215	$	336	$	287
NASDAQ Stock Market (U.S.) Index	$	100	$	118	$	117	$	138	$	191	$	221
Peer Group	$	100	$	141	$	190	$	211	$	266	$	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:

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Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share		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
October 1, 2014 - October 31, 2014	4,695	$	26.75	—	—
November 1, 2014 - November 30, 2014	—	—		—	—
December 1, 2014 - December 31, 2014	—	—		—	—
Total	4,695	$	26.75	—	—

⁽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.

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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.

	Year Ended December 31,
(in thousands, except per share data)	2014			2013			2012			2011			2010
	(1)			(2)			(3)			(4)			(5)
Statements of Income Data:
Revenue	$	6,740,064		$	5,062,528		$	4,122,930		$	3,269,862		$	2,469,881
Cost of goods sold	4,088,151			2,987,126			2,398,790			1,877,869			1,376,401
Gross margin	2,651,913			2,075,402			1,724,140			1,391,993			1,093,480
Operating income	649,868			530,180			437,953			361,483			297,877
Other expense (income)
Interest expense	64,542			51,184			31,429			24,307			29,765
Other (income) expense, net	(2,562		)	3,169			(2,643		)	1,405			(2,013		)
Income from continuing operations before provision for income taxes	587,888			475,827			409,167			335,771			270,125
Provision for income taxes	204,264			164,204			147,942			125,507			103,007
Equity in earnings of unconsolidated subsidiaries	(2,105		)	—			—			—			—
Income from continuing operations	$	381,519		$	311,623		$	261,225		$	210,264		$	167,118
Basic earnings per share from continuing operations	$	1.26		$	1.04		$	0.88		$	0.72		$	0.58
Diluted earnings per share from continuing operations	$	1.25		$	1.02		$	0.87		$	0.71		$	0.57
Weighted average shares outstanding-basic	302,343			299,574			295,810			292,252			286,542
Weighted average shares outstanding-diluted	306,045			304,131			300,693			296,750			291,714
	Year Ended December 31,
	2014			2013			2012			2011			2010
Other Financial Data:
Net cash provided by operating activities	$	370,897		$	428,056		$	206,190		$	211,772		$	159,183
Net cash used in investing activities	(920,994		)	(505,606		)	(352,534		)	(571,607		)	(191,583		)
Net cash provided by financing activities	519,003			165,941			157,072			311,411			18,962
Capital expenditures	140,950			90,186			88,255			86,416			61,438
Business acquisitions(6)	775,921			408,384			265,336			486,934			143,578
Depreciation and amortization	125,437			86,463			70,165			54,505			41,428
Balance Sheet Data:
Total assets	$	5,573,492		$	4,518,774		$	3,723,456		$	3,199,704		$	2,299,509
Working capital	1,566,721			1,121,864			896,407			752,042			611,555
Long-term obligations, including current portion	1,864,562			1,305,781			1,118,478			956,076			600,954
Stockholders' equity	2,720,657			2,350,745			1,964,094			1,644,085			1,414,161

(1) 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.

(2) 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.

(3) 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.

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(4) 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.

(5) Includes the results of operations of 20 businesses from their respective acquisition dates in 2010.

(6) Includes cash paid for acquisitions, net of cash acquired.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

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 endedDecember 31, 2014 enabled us to expand into new product lines and enter new markets.

During the year endedDecember 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.

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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 endedDecember 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 endedDecember 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.

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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.

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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.

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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:

	Year Ended December 31,
	2014		2013		2012
Revenue	100.0	%	100.0	%	100.0	%
Cost of goods sold	60.7	%	59.0	%	58.2	%
Gross margin	39.3	%	41.0	%	41.8	%
Facility and warehouse expenses	7.8	%	8.4	%	8.4	%
Distribution expenses	8.6	%	8.5	%	9.1	%
Selling, general and administrative expenses	11.3	%	11.8	%	12.0	%
Restructuring and acquisition related expenses	0.2	%	0.2	%	0.1	%
Depreciation and amortization	1.8	%	1.6	%	1.6	%
Operating income	9.6	%	10.5	%	10.6	%
Other expense, net	0.9	%	1.1	%	0.7	%
Income before provision for income taxes	8.7	%	9.4	%	9.9	%
Provision for income taxes	3.0	%	3.2	%	3.6	%
Equity in earnings of unconsolidated subsidiaries	(0.0	)%	—	%	—	%
Net income	5.7	%	6.2	%	6.3	%

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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	27.8	%	9.0	%	0.6	%	37.4	%
Other revenue	653,305		632,948		9.3	%	(6.0	)%	(0.1	)%	3.2	%
Total revenue	$	6,740,064	$	5,062,528	25.5	%	7.1	%	0.6	%	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 endedDecember 31, 2014 compared to the year endedDecember 31, 2013.

Facility and Warehouse Expenses. As a percentage of revenue, facility and warehouse expenses for the year endedDecember 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 endedDecember 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):

	Year Ended December 31,
	2014			2013			Change
Restructuring expenses	$	11,123	(1)	$	3,526	(2)	$	7,597
Acquisition related expenses	3,683		(3)	6,647		(4)	(2,964		)
Total restructuring and acquisition related expenses	$	14,806		$	10,173		$	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.

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(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	$	86,216	$	67,122	$	19,094	(1)
Amortization	34,503		13,847		20,656		(2)
Total depreciation and amortization	$	120,719	$	80,969	$	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	13,358			(1)
Loss on debt extinguishment	(2,471		)	(2)
Changes in fair value of contingent consideration liabilities	(4,355		)	(3)
Interest and other income, net	1,095			(4)
Net increase	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 endedDecember 31, 2014 compared to the year endedDecember 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.

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Provision for Income Taxes. Our effective income tax rate was 34.7% for the year endedDecember 31, 2014, compared to 34.5% for the year endedDecember 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	13.7	%	11.0	%	(0.4	)%	24.3	%
Other revenue	632,948		559,054		14.8	%	(1.5	)%	(0.1	)%	13.2	%
Total revenue	$	5,062,528	$	4,122,930	13.8	%	9.3	%	(0.4	)%	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):

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	Year Ended December 31,
	2013			2012			Change
Restructuring expenses	$	3,526	(1)	$	2,280	(2)	$	1,246
Acquisition related expenses	6,647		(3)	471			6,176
Total restructuring and acquisition related expenses	$	10,173		$	2,751		$	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):

	Year Ended December 31,
	2013		2012		Change
Depreciation	$	67,122	$	54,548	$	12,574	(1)
Amortization	13,847		9,545		4,302		(2)
Total depreciation and amortization	$	80,969	$	64,093	$	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	19,755		(1)
Loss on debt extinguishment	2,795		(2)
Changes in fair value of contingent consideration liabilities	861		(3)
Interest and other income, net	2,156		(4)
Total increase	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.

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(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,
	2014			% of Total Revenue	2013		% of Total Revenue	2012		% of Total Revenue
Third Party Revenue
North America	$	4,088,701			$	3,802,929		$	3,426,858
Europe	1,846,155				1,259,599			696,072
Specialty	805,208				—			—
Total third party revenue	$	6,740,064			$	5,062,528		$	4,122,930
Total Revenue
North America	$	4,089,290			$	3,802,929		$	3,426,858
Europe	1,846,155				1,259,599			696,072
Specialty	807,015				—			—
Eliminations	(2,396		)		—			—
Total revenue	$	6,740,064			$	5,062,528		$	4,122,930
Segment EBITDA
North America	$	543,943		13.3%	$	486,831	12.8%	$	441,268	12.9%
Europe	167,155			9.1%	141,756		11.3%	73,673		10.6%
Specialty	79,453			9.8%	—		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.

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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 endedDecember 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 endedDecember 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	2.8	%	6.1	%	(2)	(0.5	)%	8.4	%
Other revenue	650,880		631,196		9.3	%	(6.0	)%	(3)	(0.1	)%	3.1	%
Total revenue	$	4,088,701	$	3,802,929	3.8	%	4.1	%		(0.5	)%	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 endedDecember 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):

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	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	27.0	%	16.1	%	3.6	%	46.6	%
Other revenue	2,425		1,752		12.8	%	19.7	%	5.8	%	38.4	%
Total revenue	$	1,846,155	$	1,259,599	26.9	%	16.1	%	3.6	%	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 endedDecember 31, 2014 from 11.3% during the year endedDecember 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 endedDecember 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			Foreign Exchange		Total Change
Parts & services revenue	$	3,171,733	$	2,868,980	4.8	%	6.0	%	(2)	(0.2	)%	10.6	%
Other revenue	631,196		557,878		14.8	%	(1.6	)%	(3)	(0.1	)%	13.1	%
Total revenue	$	3,802,929	$	3,426,858	6.4	%	4.8	%		(0.2	)%	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.

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(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	$	694,896	50.5	%	31.8	%	(1.3	)%	81.0	%
Other revenue	1,752		1,176		—	%	50.7	%	(1.7	)%	49.0	%
Total revenue	$	1,259,599	$	696,072	50.4	%	31.8	%	(1.3	)%	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):

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	December 31, 2014		December 31, 2013
Cash and equivalents	$	114,605	$	150,488
Total debt	1,864,562		1,305,781
Net debt (total debt less cash and equivalents)	1,749,957		1,155,293
Current maturities	63,515		41,535
Capacity under credit facilities (1)	1,947,000		1,430,000
Availability under credit facilities (1)	1,127,810		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

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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 endedDecember 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	290,000		281,000		262,200
Self service and "crush only" cars	514,000		513,000		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

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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.

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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):

	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Contractual obligations
Long-term debt(1)	$	2,203.2	$	112.9	$	252.2	$	1,130.0	$	708.1
Capital lease obligations(2)	21.4		3.6		4.0		1.3		12.5
Operating leases(3)	760.2		138.7		221.6		146.6		253.3
Purchase obligations(4)	180.2		180.2		—		—		—
Contingent consideration liabilities(5)	8.0		4.4		2.9		0.7		—
Outstanding letters of credit	60.4		60.4		—		—		—
Other asset purchase commitments	25.7		13.7		10.0		2.0		—
Other long-term obligations
Self-insurance reserves(6)	58.5		28.8		19.3		6.7		3.7
Deferred compensation plans and other retirement obligations(7)	29.1		1.5		—		—		27.6
Long term incentive plan	9.3		8.0		1.3		—		—
Liabilities for unrecognized tax benefits	3.4		0.2		1.5		0.7		1.0
Other	0.7		0.7		—		—		—
Total	$	3,360.1	$	553.1	$	512.8	$	1,288.0	$	1,006.2

(1) 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.

(2) Interest on capital lease obligations is included based on incremental borrowing or implied rates.

(3) 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.

(4) Our purchase obligations include open purchase orders for aftermarket inventory.

(5) 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.

(6) 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.

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(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.

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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 $110.0 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.

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ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

*****

INDEX TO FINANCIAL STATEMENTS

	Page
LKQ CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm	57
Consolidated Balance Sheets as of December 31, 2014 and 2013	58
Consolidated Statements of Income for the years ended December 31, 2014, 2013, and 2012	59
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013, and 2012	59
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013, and 2012	60
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014, 2013, and 2012	61
Notes to Consolidated Financial Statements	62

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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

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LKQ CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share and per share data)
	December 31,
	2014			2013
Assets
Current Assets:
Cash and equivalents	$	114,605		$	150,488
Receivables, net	601,422			458,094
Inventory	1,433,847			1,076,952
Deferred income taxes	81,744			63,938
Prepaid expenses and other current assets	85,799			50,345
Total Current Assets	2,317,417			1,799,817
Property and Equipment, net	629,987			546,651
Intangible Assets:
Goodwill	2,288,895			1,937,444
Other intangibles, net	245,525			153,739
Other Assets	91,668			81,123
Total Assets	$	5,573,492		$	4,518,774
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	400,202		$	349,069
Accrued expenses:
Accrued payroll-related liabilities	86,016			58,695
Other accrued expenses	164,148			140,074
Contingent consideration liabilities	4,293			52,465
Other current liabilities	32,522			36,115
Current portion of long-term obligations	63,515			41,535
Total Current Liabilities	750,696			677,953
Long-Term Obligations, Excluding Current Portion	1,801,047			1,264,246
Deferred Income Taxes	181,662			133,822
Other Noncurrent Liabilities	119,430			92,008
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	3,035			3,008
Additional paid-in capital	1,054,686			1,006,084
Retained earnings	1,703,161			1,321,642
Accumulated other comprehensive (loss) income	(40,225		)	20,011
Total Stockholders’ Equity	2,720,657			2,350,745
Total Liabilities and Stockholders’ Equity	$	5,573,492		$	4,518,774

The accompanying notes are an integral part of the consolidated financial statements.

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LKQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except per share data)
	Year Ended December 31,
	2014			2013			2012
Revenue	$	6,740,064		$	5,062,528		$	4,122,930
Cost of goods sold	4,088,151			2,987,126			2,398,790
Gross margin	2,651,913			2,075,402			1,724,140
Facility and warehouse expenses	526,291			425,081			347,917
Distribution expenses	577,341			431,947			375,835
Selling, general and administrative expenses	762,888			597,052			495,591
Restructuring and acquisition related expenses	14,806			10,173			2,751
Depreciation and amortization	120,719			80,969			64,093
Operating income	649,868			530,180			437,953
Other expense (income):
Interest expense	64,542			51,184			31,429
Loss on debt extinguishment	324			2,795			—
Change in fair value of contingent consideration liabilities	(1,851		)	2,504			1,643
Interest and other income, net	(1,035		)	(2,130		)	(4,286		)
Total other expense, net	61,980			54,353			28,786
Income before provision for income taxes	587,888			475,827			409,167
Provision for income taxes	204,264			164,204			147,942
Equity in earnings of unconsolidated subsidiaries	(2,105		)	—			—
Net income	$	381,519		$	311,623		$	261,225
Earnings per share:
Basic	$	1.26		$	1.04		$	0.88
Diluted	$	1.25		$	1.02		$	0.87

Consolidated Statements of Comprehensive Income (In thousands)
	Year Ended December 31,
	2014			2013		2012
Net income	$	381,519		$	311,623	$	261,225
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(51,979		)	14,056		12,921
Net change in unrecognized gains/losses on derivative instruments, net of tax	2,195			4,495		(3,201		)
Net change in unrealized gains/losses on pension plan, net of tax	(10,452		)	701		—
Total other comprehensive (loss) income	(60,236		)	19,252		9,720
Total comprehensive income	$	321,283		$	330,875	$	270,945

The accompanying notes are an integral part of the consolidated financial statements.

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LKQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands)
	Year Ended December 31,
	2014			2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	381,519		$	311,623		$	261,225
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	125,437			86,463			70,165
Stock-based compensation expense	22,021			22,036			15,634
Deferred income taxes	6,242			4,279			4,222
Excess tax benefit from stock-based payments	(17,814		)	(18,348		)	(15,737		)
Other	6,593			9,630			4,515
Changes in operating assets and liabilities, net of effects from acquisitions:
Receivables	(61,739		)	(44,670		)	(12,813		)
Inventory	(122,590		)	(69,222		)	(95,042		)
Prepaid expenses and other assets	(19,191		)	(5,224		)	(18,952		)
Prepaid income taxes/income taxes payable	18,428			49,993			(774		)
Accounts payable	(5,474		)	49,641			(15,097		)
Accrued expenses and other current liabilities	32,179			23,256			2,208
Other noncurrent liabilities	5,286			8,599			6,636
Net cash provided by operating activities	370,897			428,056			206,190
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(140,950		)	(90,186		)	(88,255		)
Acquisitions, net of cash acquired	(775,921		)	(408,384		)	(265,336		)
Other investing activities, net	(4,123		)	(7,036		)	1,057
Net cash used in investing activities	(920,994		)	(505,606		)	(352,534		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	9,324			15,392			17,693
Excess tax benefit from stock-based payments	17,814			18,348			15,737
Debt issuance costs	(3,750		)	(16,940		)	(253		)
Proceeds from issuance of senior notes	—			600,000			—
Borrowings under revolving credit facilities	1,587,644			437,023			742,381
Repayments under revolving credit facilities	(1,098,518		)	(748,086		)	(855,402		)
Borrowings under term loans	11,250			35,000			200,000
Repayments under term loans	(16,875		)	(16,875		)	(20,000		)
Borrowings under receivables securitization facility	95,050			41,500			82,700
Repayments under receivables securitization facility	(150		)	(121,500		)	(2,700		)
Repayments of other long-term debt	(40,051		)	(45,062		)	(18,791		)
Payments of other obligations	(41,992		)	(32,859		)	(4,293		)
Other financing activities, net	(743		)	—			—
Net cash provided by financing activities	519,003			165,941			157,072
Effect of exchange rate changes on cash and equivalents	(4,789		)	2,327			795
Net (decrease) increase in cash and equivalents	(35,883		)	90,718			11,523
Cash and equivalents, beginning of period	150,488			59,770			48,247
Cash and equivalents, end of period	$	114,605		$	150,488		$	59,770
Supplemental disclosure of cash paid for:
Income taxes, net of refunds	$	176,955		$	110,862		$	146,478
Interest	59,678			45,253			29,026
Supplemental disclosure of noncash investing and financing activities:
Notes payable and other obligations, including notes issued and debt assumed in connection with business acquisitions	$	96,258		$	8,360		$	21,626
Contingent consideration liabilities	5,854			3,854			5,456
Non-cash property and equipment additions	2,293			6,615			21,031

The accompanying notes are an integral part of the consolidated financial statements.

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LKQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity (In thousands)
	Common Stock				Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive (Loss) Income			Total Stockholders’ Equity
	Shares Issued		Amount
BALANCE, January 1, 2012	293,897		$	2,939	$	901,313		$	748,794	$	(8,961	)	$	1,644,085
Net income	—		—		—			261,225		—			261,225
Other comprehensive income	—		—		—			—		9,720			9,720
Restricted stock units vested	467		5		(5		)	—		—			—
Stock-based compensation expense	—		—		15,634			—		—			15,634
Exercise of stock options	3,447		34		17,659			—		—			17,693
Excess tax benefit from stock-based payments	—		—		15,737			—		—			15,737
BALANCE, December 31, 2012	297,811		$	2,978	$	950,338		$	1,010,019	$	759		$	1,964,094
Net income	—		—		—			311,623		—			311,623
Other comprehensive income	—		—		—			—		19,252			19,252
Restricted stock units vested	595		6		(6		)	—		—			—
Stock-based compensation expense	—		—		22,036			—		—			22,036
Exercise of stock options	2,399		24		15,368			—		—			15,392
Excess tax benefit from stock-based payments	—		—		18,348			—		—			18,348
BALANCE, December 31, 2013	300,805		$	3,008	$	1,006,084		$	1,321,642	$	20,011		$	2,350,745
Net income	—		—		—			381,519		—			381,519
Other comprehensive loss	—		—		—			—		(60,236		)	(60,236		)
Restricted stock units vested	975		10		(10		)	—		—			—
Stock-based compensation expense	—		—		22,021			—		—			22,021
Exercise of stock options	1,688		17		9,307			—		—			9,324
Tax withholdings related to net share settlements of stock-based compensation awards	(15	)	—		(443		)	—		—			(443		)
Excess tax benefit from stock-based payments	—		—		17,727			—		—			17,727
BALANCE, December 31, 2014	303,453		$	3,035	$	1,054,686		$	1,703,161	$	(40,225	)	$	2,720,657

The accompanying notes are an integral part of the consolidated financial statements.

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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.

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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):

	December 31,
	2014		2013
Aftermarket and refurbished products	$	1,022,549	$	706,600
Salvage and remanufactured products	411,298		370,352
	$	1,433,847	$	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.

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Our estimated useful lives are as follows:

Land improvements	10-20 years
Buildings and improvements	20-40 years
Furniture, fixtures and equipment	3-20 years
Computer equipment and software	3-10 years
Vehicles and trailers	3-10 years

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2013
Land and improvements	$	112,582		$	101,018
Buildings and improvements	173,366			143,535
Furniture, fixtures and equipment	337,125			282,862
Computer equipment and software	125,888			108,424
Vehicles and trailers	87,944			64,381
Leasehold improvements	129,309			108,625
	966,214			808,845
Less—Accumulated depreciation	(374,291		)	(294,183		)
Construction in progress	38,064			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):

	North America			Europe			Specialty		Total
Balance as of January 1, 2012	$	1,136,630		$	339,433		$	—	$	1,476,063
Business acquisitions and adjustments to previously recorded goodwill	201,742			(4,140		)	—		197,602
Exchange rate effects	1,459			15,160			—		16,619
Balance as of December 31, 2012	$	1,339,831		$	350,453		$	—	$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	27,035			208,412			—		235,447
Exchange rate effects	(7,929		)	19,642			—		11,713
Balance as of December 31, 2013	$	1,358,937		$	578,507		$	—	$	1,937,444
Business acquisitions and adjustments to previously recorded goodwill	43,752			91,916			280,035		415,703
Exchange rate effects	(10,657		)	(53,604		)	9		(64,252		)
Balance as of December 31, 2014	$	1,392,032		$	616,819		$	280,044	$	2,288,895

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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			Net
Trade names and trademarks	$	173,340	$	(35,538	)	$	137,802	$	143,577	$	(27,950	)	$	115,627
Customer relationships	92,972		(26,751		)	66,221		29,583		(10,770		)	18,813
Software and other technology related assets	44,640		(10,387		)	34,253		20,384		(2,718		)	17,666
Covenants not to compete	11,074		(3,825		)	7,249		3,979		(2,346		)	1,633
	$	322,026	$	(76,501	)	$	245,525	$	197,523	$	(43,784	)	$	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.

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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	$	10,574
Warranty expense	29,674
Warranty claims	(27,801		)
Balance as of December 31, 2013	$	12,447
Warranty expense	30,370
Warranty claims	(27,936		)
Balance as of December 31, 2014	$	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.

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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.

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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.

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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	1,504,410		15.86		—		—		—		—
Exercised	—		—		(3,446,472	)	5.13		—		—
Vested	(467,208	)	13.09		—		—		(96,000	)	9.51
Canceled	(119,422	)	14.03		(276,550	)	8.30		—		—
Balance, December 31, 2012	2,351,362		$	14.02	9,355,070		$	6.90	116,000		$	9.47
Granted	924,312		22.18		—		—		—		—
Exercised	—		—		(2,399,419	)	6.41		—		—
Vested	(594,961	)	15.05		—		—		(96,000	)	9.51
Canceled	(122,500	)	16.25		(123,320	)	8.89		—		—
Balance, December 31, 2013	2,558,213		$	16.63	6,832,331		$	7.04	20,000		$	9.30
Granted	664,897		31.82		126,755		32.31		—		—
Exercised	—		—		(1,687,700	)	5.52		—		—
Vested	(975,462	)	17.01		—		—		(20,000	)	9.30
Canceled	(96,416	)	20.73		(63,614	)	16.10		—		—
Balance, December 31, 2014	2,151,232		$	20.97	5,207,772		$	8.04	—		$	—

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:

	Shares	Weighted Average Remaining Contractual Life (Yrs)	Intrinsic Value (in thousands)		Weighted Average Exercise Price
RSUs - expected to vest	2,093,784	2.3	$	58,877	$	—
Stock options - outstanding	5,207,772	3.6	105,038		8.04
Stock options - expected to vest	5,169,746	3.6	105,038		7.86
Stock options - exercisable	4,843,084	3.5	100,341		7.40

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.

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The components of pre-tax stock-based compensation expense are as follows (in thousands):

	Year Ended December 31,
	2014		2013		2012
RSUs	$	18,965	$	17,299	$	8,411
Stock options	2,917		4,529		6,310
Restricted stock	139		208		913
Total stock-based compensation expense	$	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):

	Year Ended December 31,
	2014			2013			2012
Cost of goods sold	$	410		$	392		$	376
Facility and warehouse expenses	2,195			2,745			2,465
Selling, general and administrative expenses	19,416			18,899			12,793
	22,021			22,036			15,634
Income tax benefit	(8,478		)	(8,594		)	(6,097		)
Total stock-based compensation expense, net of tax	$	13,543		$	13,442		$	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):

	RSUs		Stock Options		Total
2015	$	13,362	$	372	$	13,734
2016	8,262		307		8,569
2017	4,812		8		4,820
2018	2,221		—		2,221
2019	98		—		98
Total unrecognized compensation expense	$	28,755	$	687	$	29,442

Note 4. Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):

	December 31,
	2014			2013
Senior secured credit agreement:
Term loans payable	$	433,125		$	438,750
Revolving credit facilities	663,912			233,804
Senior notes	600,000			600,000
Receivables securitization facility	94,900			—
Notes payable through November 2019 at weighted average interest rates of 1.0% and 1.1%, respectively	45,891			15,730
Other long-term debt at weighted average interest rates of 3.1% and 3.5%, respectively	26,734			17,497
	1,864,562			1,305,781
Less current maturities	(63,515		)	(41,535		)
	$	1,801,047		$	1,264,246

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The scheduled maturities of long-term obligations outstanding at December 31, 2014 are as follows (in thousands):

2015	$	63,515
2016	33,352
2017	119,145
2018	28,143
2019	1,008,137
Thereafter	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 endedDecember 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

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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 endedDecember 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.

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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	$	420,000	$	420,000	$	2,691	$	1,615	$	—	$	8,099
GBP denominated	£	50,000	£	50,000	—		893		—		345
CAD denominated	C$	25,000	C$	25,000	—		19		—		26
Foreign currency forward contracts
EUR denominated	€	—	€	149,976	—		—		11,632		—
GBP denominated	£	—	£	70,000	—		—		10,186		—
Total cash flow hedges					$	2,691	$	2,527	$	21,818	$	8,470

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.

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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):

	Balance as of December 31, 2014		Fair Value Measurements as of December 31, 2014
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	28,242	$	—	$	28,242	$	—
Total Assets	$	28,242	$	—	$	28,242	$	—
Liabilities:
Contingent consideration liabilities	$	7,295	$	—	$	—	$	7,295
Deferred compensation liabilities	27,580		—		27,580		—
Interest rate swaps	5,218		—		5,218		—
Total Liabilities	$	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
Assets:
Cash surrender value of life insurance	$	25,745	$	—	$	25,745	$	—
Total Assets	$	25,745	$	—	$	25,745	$	—
Liabilities:
Contingent consideration liabilities	$	55,653	$	—	$	—	$	55,653
Deferred compensation liabilities	25,232		—		25,232		—
Foreign currency forward contracts	21,818		—		21,818		—
Interest rate swaps	8,470		—		8,470		—
Total Liabilities	$	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

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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:

	December 31,
	2014		2013
Unobservable Input	(Weighted Average)
Probability of achieving payout targets	79.1	%	70.6	%
Discount rate	7.5	%	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	$	90,009
Contingent consideration liabilities recorded for business acquisitions	3,854
Payments	(39,117		)
Increase in fair value included in earnings	2,504
Exchange rate effects	(1,597		)
Balance as of December 31, 2013	$	55,653
Contingent consideration liabilities recorded for business acquisitions	5,854
Payments	(52,363		)
Decrease in fair value included in earnings	(1,851		)
Exchange rate effects	2
Balance as of December 31, 2014	$	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 endedMarch 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

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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	$	138,670
2016	121,263
2017	100,363
2018	81,635
2019	65,001
Thereafter	253,329
Future Minimum Lease Payments	$	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.

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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 endedDecember 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 endedDecember 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.

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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):

	Year Ended									Year Ended
	December 31, 2014									December 31, 2013
	Keystone Specialty			Other Acquisitions			Total			Sator			Other Acquisitions			Total
Receivables	$	48,473		$	75,330		$	123,803		$	61,639		$	38,685		$	100,324
Receivable reserves	(7,748		)	(7,383		)	(15,131		)	(8,563		)	(3,246		)	(11,809		)
Inventory	150,696			123,815			274,511			71,784			26,455			98,239
Income taxes receivable	14,096			—			14,096			—			—			—
Prepaid expenses and other current assets	8,085			4,050			12,135			7,184			1,933			9,117
Property and equipment	38,080			27,026			65,106			19,484			14,015			33,499
Goodwill	237,729			177,974			415,703			142,721			92,726			235,447
Other intangibles	78,110			51,135			129,245			45,293			12,353			57,646
Other assets	6,159			2,793			8,952			2,049			1,251			3,300
Deferred income taxes	(26,591		)	313			(26,278		)	(14,100		)	(564		)	(14,664		)
Current liabilities assumed	(63,513		)	(52,961		)	(116,474		)	(49,593		)	(36,799		)	(86,392		)
Debt assumed	—			(32,441		)	(32,441		)	—			(664		)	(664		)
Other noncurrent liabilities assumed	(11,675		)	(10,573		)	(22,248		)	(5,074		)	—			(5,074		)
Contingent consideration liabilities	—			(5,854		)	(5,854		)	—			(3,854		)	(3,854		)
Other purchase price obligations	(13,351		)	(333		)	(13,684		)	—			(214		)	(214		)
Notes issued	(31,500		)	(13,535		)	(45,035		)	—			(7,482		)	(7,482		)
Settlement of pre-existing balances	—			(5,052		)	(5,052		)	—			—			—
Cash used in acquisitions, net of cash acquired	$	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.

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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):

	Year Ended December 31,
	2014		2013		2012
Revenue, as reported	$	6,740,064	$	5,062,528	$	4,122,930
Revenue of purchased businesses for the period prior to acquisition:
Keystone Specialty	3,443		696,960		—
Sator	—		126,309		369,934
Other acquisitions	302,853		695,596		440,938
Pro forma revenue	$	7,046,360	$	6,581,393	$	4,933,802
Net income, as reported	$	381,519	$	311,623	$	261,225
Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
Keystone Specialty	637		40,460		—
Sator	—		5,712		6,032
Other acquisitions	11,490		19,367		18,363
Pro forma net income	$	393,646	$	377,162	$	285,620
Earnings per share-basic, as reported	$	1.26	$	1.04	$	0.88
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty	0.00		0.14		—
Sator	—		0.02		0.02
Other acquisitions	0.04		0.06		0.06
Pro forma earnings per share-basic (1)	$	1.30	$	1.26	$	0.97
Earnings per share-diluted, as reported	$	1.25	$	1.02	$	0.87
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty	0.00		0.13		—
Sator	—		0.02		0.02
Other acquisitions	0.04		0.06		0.06
Pro forma earnings per share-diluted (1)	$	1.29	$	1.24	$	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 endedDecember 31, 2013 for our pro forma disclosure has the effect of increasing our pro forma net income during the year endedDecember 31, 2014. Additionally, the pro forma impact of our acquisitions reflects the elimination of acquisition related expenses totaling $3.2 million for the year endedDecember 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 endedDecember 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,

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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 endedDecember 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

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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):

	Year Ended December 31,
	2014		2013		2012
Net Income	$	381,519	$	311,623	$	261,225
Denominator for basic earnings per share—Weighted-average shares outstanding	302,343		299,574		295,810
Effect of dilutive securities:
RSUs	791		845		479
Stock options	2,905		3,696		4,346
Restricted stock	6		16		58
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding	306,045		304,131		300,693
Earnings per share, basic	$	1.26	$	1.04	$	0.88
Earnings per share, diluted	$	1.25	$	1.02	$	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):

	Year Ended December 31,
	2014	2013	2012
Antidilutive securities:
RSUs	289	—	—
Stock options	116	—	—

Note 11. Income Taxes

The provision for income taxes consists of the following components (in thousands):

	Year Ended December 31,
	2014			2013			2012
Current:
Federal	$	144,924		$	115,150		$	110,825
State	24,052			20,869			19,693
Foreign	29,046			23,906			13,202
	$	198,022		$	159,925		$	143,720
Deferred:
Federal	$	9,321		$	6,225		$	5,824
State	(179		)	(550		)	(647		)
Foreign	(2,900		)	(1,396		)	(955		)
	$	6,242		$	4,279		$	4,222
Provision for income taxes	$	204,264		$	164,204		$	147,942

Income taxes have been based on the following components of income before provision for income taxes (in thousands):

	Year Ended December 31,
	2014		2013		2012
Domestic	$	460,637	$	361,283	$	348,150
Foreign	127,251		114,544		61,017
	$	587,888	$	475,827	$	409,167

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The U.S. federal statutory rate is reconciled to the effective tax rate as follows:

	Year Ended December 31,
	2014		2013		2012
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of state credits and federal tax impact	2.8	%	2.9	%	3.1	%
Impact of international operations	(3.6	)%	(3.7	)%	(2.3	)%
Non-deductible expenses	0.5	%	0.9	%	0.8	%
Federal production incentives and credits	(0.2	)%	(0.3	)%	(0.3	)%
Revaluation of deferred taxes	—	%	(0.3	)%	(0.3	)%
Other, net	0.2	%	—	%	0.2	%
Effective tax rate	34.7	%	34.5	%	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	$	33,452		$	30,880
Accrued expenses and reserves	40,349			29,970
Accounts receivable	12,894			11,161
Stock-based compensation	11,978			11,519
Qualified and nonqualified retirement plans	14,049			10,210
Net operating loss carryforwards	6,744			5,181
Tax credit carryforwards	4,424			1,136
Other	8,275			6,711
	132,165			106,768
Less valuation allowance	(5,239		)	(1,092		)
Total deferred tax assets	$	126,926		$	105,676
Deferred Tax Liabilities:
Goodwill and other intangible assets	$	121,728		$	83,097
Property and equipment	60,215			50,695
Trade name	43,325			40,929
Other	5,988			2,693
Total deferred tax liabilities	$	231,256		$	177,414
Net deferred tax liability	$	(104,330	)	$	(71,738	)

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Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):

	December 31,
	2014		2013
Current deferred tax assets	$	81,744	$	63,938
Noncurrent deferred tax assets	203		1,501
Current deferred tax liabilities	4,615		3,355
Noncurrent deferred tax liabilities	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):

	2014			2013			2012
Balance at January 1	$	1,445		$	1,693		$	4,305
Additions for acquired tax positions	2,322			—			—
Additions based on tax positions related to the current year	302			302			827
Reductions for tax positions of prior years	—			—			(1,931		)
Lapse of statutes of limitations	(134		)	(550		)	(713		)
Settlements with taxing authorities	(1,182		)	—			(795		)
Currency exchange rate fluctuations	(123		)	—			—
Balance at December 31	$	2,630		$	1,445		$	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

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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):

	Foreign Currency Translation			Unrealized (Loss)Gain on Cash Flow Hedges			Unrealized Gain (Loss) on Pension Plan			Accumulated Other Comprehensive (Loss) Income
Balance at January 1, 2012	$	(2,071	)	$	(6,890	)	$	—		$	(8,961	)
Pretax income (loss)	12,921			(11,313		)	—			1,608
Income tax effect	—			3,962			—			3,962
Reclassification of unrealized loss	—			6,439			—			6,439
Reclassification of deferred income taxes	—			(2,289		)	—			(2,289		)
Balance at December 31, 2012	$	10,850		$	(10,091	)	$	—		$	759
Pretax income (loss)	14,056			(21,250		)	935			(6,259		)
Income tax effect	—			7,984			(234		)	7,750
Reclassification of unrealized loss	—			27,481			—			27,481
Reclassification of deferred income taxes	—			(10,011		)	—			(10,011		)
Hedge ineffectiveness	—			460			—			460
Income tax effect	—			(169		)	—			(169		)
Balance at December 31, 2013	$	24,906		$	(5,596	)	$	701		$	20,011
Pretax loss	(51,979		)	(1,586		)	(13,506		)	(67,071		)
Income tax effect	—			382			3,179			3,561
Reclassification of unrealized loss (gain)	—			5,200			(166		)	5,034
Reclassification of deferred income taxes	—			(1,801		)	41			(1,760		)
Balance at December 31, 2014	$	(27,073	)	$	(3,401	)	$	(9,751	)	$	(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):

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	North America		Europe		Specialty		Eliminations			Consolidated
Year Ended December 31, 2014
Revenue:
Third Party	$	4,088,701	$	1,846,155	$	805,208	$	—		$	6,740,064
Intersegment	589		—		1,807		(2,396		)	—
Total segment revenue	$	4,089,290	$	1,846,155	$	807,015	$	(2,396	)	$	6,740,064
Segment EBITDA	$	543,943	$	167,155	$	79,453	$	—		$	790,551
Depreciation and amortization	70,434		34,391		20,612		—			125,437
Year Ended December 31, 2013
Revenue:
Third Party	$	3,802,929	$	1,259,599	$	—	$	—		$	5,062,528
Intersegment	—		—		—		—			—
Total segment revenue	$	3,802,929	$	1,259,599	$	—	$	—		$	5,062,528
Segment EBITDA	$	486,831	$	141,756	$	—	$	—		$	628,587
Depreciation and amortization	65,606		20,857		—		—			86,463
Year Ended December 31, 2012
Revenue:
Third Party	$	3,426,858	$	696,072	$	—	$	—		$	4,122,930
Intersegment	—		—		—		—			—
Total segment revenue	$	3,426,858	$	696,072	$	—	$	—		$	4,122,930
Segment EBITDA	$	441,268	$	73,673	$	—	$	—		$	514,941
Depreciation and amortization	59,132		11,033		—		—			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):

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	Year Ended December 31,
	2014			2013		2012
Segment EBITDA	$	790,551		$	628,587	$	514,941
Deduct:
Restructuring and acquisition related expenses(1)	14,806			10,173		2,751
Change in fair value of contingent consideration liabilities (2)	(1,851		)	2,504		1,643
Add:
Equity in earnings of unconsolidated subsidiaries	(2,105		)	—		—
EBITDA	775,491			615,910		510,547
Depreciation and amortization	125,437			86,463		70,165
Interest expense, net	63,947			50,825		31,215
Loss on debt extinguishment	324			2,795		—
Provision for income taxes	204,264			164,204		147,942
Net income	$	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):

	Year Ended December 31,
	2014		2013		2012
Capital Expenditures
North America	$	86,172	$	66,288	$	73,331
Europe	44,896		23,898		14,924
Specialty	9,882		—		—
	$	140,950	$	90,186	$	88,255

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The following table presents assets by reportable segment (in thousands):

	December 31,
	2014		2013		2012
Receivables, net
North America	$	322,713	$	277,395	$	241,627
Europe	227,987		180,699		70,181
Specialty	50,722		—		—
Total receivables, net	601,422		458,094		311,808
Inventory
North America	826,429		748,167		750,565
Europe	402,488		328,785		150,238
Specialty	204,930		—		—
Total inventory	1,433,847		1,076,952		900,803
Property and Equipment, net
North America	456,288		447,528		434,010
Europe	128,309		99,123		60,369
Specialty	45,390		—		—
Total property and equipment, net	629,987		546,651		494,379
Other unallocated assets	2,908,236		2,437,077		2,016,466
Total assets	$	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):

	Year Ended December 31,
	2014		2013		2012
Revenue
United States	$	4,499,743	$	3,544,360	$	3,209,024
United Kingdom	1,321,786		981,585		696,072
Other countries	918,535		536,583		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):

	December 31,
	2014		2013
Long-lived Assets
United States	$	469,450	$	418,869
United Kingdom	92,813		77,827
Other countries	67,724		49,955
	$	629,987	$	546,651

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The following table sets forth our revenue by product category (in thousands):

	Year Ended December 31,
	2014		2013		2012
Aftermarket, other new and refurbished products	$	4,613,454	$	3,034,599	$	2,286,853
Recycled, remanufactured and related products and services	1,473,305		1,394,981		1,277,023
Other	653,305		632,948		559,054
	$	6,740,064	$	5,062,528	$	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.

	Quarter Ended
(In thousands, except per share data)	Mar. 31		Jun. 30		Sep. 30		Dec. 31
2013
Revenue	$	1,195,997	$	1,251,748	$	1,298,094	$	1,316,689
Gross margin	501,949		509,873		517,907		545,673
Operating income	141,588		131,378		123,395		133,819
Net income	84,592		75,722		73,445		77,864
Basic earnings per share(1)	$	0.28	$	0.25	$	0.24	$	0.26
Diluted earnings per share(1)	$	0.28	$	0.25	$	0.24	$	0.26

	Quarter Ended
(In thousands, except per share data)	Mar. 31		Jun. 30		Sep. 30		Dec. 31
2014
Revenue	$	1,625,777	$	1,709,132	$	1,721,024	$	1,684,131
Gross margin	651,884		671,059		664,411		664,559
Operating income	173,834		173,596		156,188		146,250
Net income	104,653		104,882		91,515		80,469
Basic earnings per share(1)	$	0.35	$	0.35	$	0.30	$	0.27
Diluted earnings per share(1)	$	0.34	$	0.34	$	0.30	$	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)
	December 31, 2014
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	14,930	$	32,103	$	67,572	$	—		$	114,605
Receivables, net	145		217,542		383,735		—			601,422
Intercompany receivables, net	1,360		—		8,048		(9,408		)	—
Inventory	—		964,477		469,370		—			1,433,847
Deferred income taxes	4,064		62,850		10,215		4,615			81,744
Prepaid expenses and other current assets	20,640		36,553		28,606		—			85,799
Total Current Assets	41,139		1,313,525		967,546		(4,793		)	2,317,417
Property and Equipment, net	494		470,791		158,702		—			629,987
Intangible Assets:
Goodwill	—		1,563,796		725,099		—			2,288,895
Other intangibles, net	—		155,819		89,706		—			245,525
Investment in Subsidiaries	3,216,039		279,967		—		(3,496,006		)	—
Intercompany Notes Receivable	667,949		23,449		—		(691,398		)	—
Other Assets	49,601		24,457		20,481		(2,871		)	91,668
Total Assets	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	682	$	182,607	$	216,913	$	—		$	400,202
Intercompany payables, net	—		8,048		1,360		(9,408		)	—
Accrued expenses:
Accrued payroll-related liabilities	8,075		48,850		29,091		—			86,016
Other accrued expenses	8,061		83,857		72,230		—			164,148
Contingent consideration liabilities	—		3,263		1,030		—			4,293
Other current liabilities	283		12,934		14,690		4,615			32,522
Current portion of long-term obligations	55,172		4,599		3,744		—			63,515
Total Current Liabilities	72,273		344,158		339,058		(4,793		)	750,696
Long-Term Obligations, Excluding Current Portion	1,150,624		6,561		643,862		—			1,801,047
Intercompany Notes Payable	—		649,824		41,574		(691,398		)	—
Deferred Income Taxes	—		156,727		27,806		(2,871		)	181,662
Other Noncurrent Liabilities	31,668		60,213		27,549		—			119,430
Stockholders’ Equity	2,720,657		2,614,321		881,685		(3,496,006		)	2,720,657
Total Liabilities and Stockholders' Equity	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492

90

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands)
	December 31, 2013
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	77,926	$	13,693	$	58,869	$	—		$	150,488
Receivables, net	—		126,926		331,168		—			458,094
Intercompany receivables, net	2,275		6,923		—		(9,198		)	—
Inventory	—		687,164		389,788		—			1,076,952
Deferred income taxes	3,189		57,422		3,327		—			63,938
Prepaid expenses and other current assets	7,924		24,190		18,231		—			50,345
Total Current Assets	91,314		916,318		801,383		(9,198		)	1,799,817
Property and Equipment, net	668		419,617		126,366		—			546,651
Intangible Assets:
Goodwill	—		1,248,746		688,698		—			1,937,444
Other intangibles, net	—		56,069		97,670		—			153,739
Investment in Subsidiaries	2,364,586		264,815		—		(2,629,401		)	—
Intercompany Notes Receivable	959,185		118,740		—		(1,077,925		)	—
Other Assets	49,218		20,133		17,241		(5,469		)	81,123
Total Assets	$	3,464,971	$	3,044,438	$	1,731,358	$	(3,721,993	)	$	4,518,774
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	314	$	147,708	$	201,047	$	—		$	349,069
Intercompany payables, net	—		—		9,198		(9,198		)	—
Accrued expenses:
Accrued payroll-related liabilities	5,236		32,850		20,609		—			58,695
Other accrued expenses	26,714		56,877		56,483		—			140,074
Contingent consideration liabilities	—		1,923		50,542		—			52,465
Other current liabilities	2,803		13,039		20,273		—			36,115
Current portion of long-term obligations	24,421		3,030		14,084		—			41,535
Total Current Liabilities	59,488		255,427		372,236		(9,198		)	677,953
Long-Term Obligations, Excluding Current Portion	1,016,249		6,554		241,443		—			1,264,246
Intercompany Notes Payable	—		611,274		466,651		(1,077,925		)	—
Deferred Income Taxes	—		110,110		29,181		(5,469		)	133,822
Other Noncurrent Liabilities	38,489		46,417		7,102		—			92,008
Stockholders’ Equity	2,350,745		2,014,656		614,745		(2,629,401		)	2,350,745
Total Liabilities and Stockholders’ Equity	$	3,464,971	$	3,044,438	$	1,731,358	$	(3,721,993	)	$	4,518,774

91

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	4,649,391		$	2,221,831		$	(131,158	)	$	6,740,064
Cost of goods sold	—			2,813,427			1,405,882			(131,158		)	4,088,151
Gross margin	—			1,835,964			815,949			—			2,651,913
Facility and warehouse expenses	—			382,937			143,354			—			526,291
Distribution expenses	—			389,430			187,911			—			577,341
Selling, general and administrative expenses	25,770			460,516			276,602			—			762,888
Restructuring and acquisition related expenses	—			8,628			6,178			—			14,806
Depreciation and amortization	218			81,253			39,248			—			120,719
Operating (loss) income	(25,988		)	513,200			162,656			—			649,868
Other expense (income):
Interest expense	50,636			635			13,271			—			64,542
Intercompany interest (income) expense, net	(48,556		)	23,865			24,691			—			—
Loss on debt extinguishment	324			—			—			—			324
Change in fair value of contingent consideration liabilities	—			(2,081		)	230			—			(1,851		)
Interest and other expense (income), net	230			(6,278		)	5,013			—			(1,035		)
Total other expense, net	2,634			16,141			43,205			—			61,980
(Loss) income before (benefit) provision for income taxes	(28,622		)	497,059			119,451			—			587,888
(Benefit) provision for income taxes	(10,536		)	190,456			24,344			—			204,264
Equity in earnings of unconsolidated subsidiaries	—			40			(2,145		)	—			(2,105		)
Equity in earnings of subsidiaries	399,605			28,846			—			(428,451		)	—
Net income	$	381,519		$	335,489		$	92,962		$	(428,451	)	$	381,519

92

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2013
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	3,576,269		$	1,598,832	$	(112,573	)	$	5,062,528
Cost of goods sold	—			2,100,804			998,895		(112,573		)	2,987,126
Gross margin	—			1,475,465			599,937		—			2,075,402
Facility and warehouse expenses	—			323,042			102,039		—			425,081
Distribution expenses	—			297,908			134,039		—			431,947
Selling, general and administrative expenses	26,778			377,481			192,793		—			597,052
Restructuring and acquisition related expenses	—			1,406			8,767		—			10,173
Depreciation and amortization	250			55,802			24,917		—			80,969
Operating (loss) income	(27,028		)	419,826			137,382		—			530,180
Other expense (income):
Interest expense	42,442			640			8,102		—			51,184
Intercompany interest (income) expense, net	(45,459		)	21,978			23,481		—			—
Loss on debt extinguishment	2,795			—			—		—			2,795
Change in fair value of contingent consideration liabilities	—			(744		)	3,248		—			2,504
Interest and other expense (income), net	252			(2,858		)	476		—			(2,130		)
Total other expense, net	30			19,016			35,307		—			54,353
(Loss) income before (benefit) provision for income taxes	(27,058		)	400,810			102,075		—			475,827
(Benefit) provision for income taxes	(7,193		)	151,369			20,028		—			164,204
Equity in earnings of subsidiaries	331,488			22,050			—		(353,538		)	—
Net income	$	311,623		$	271,491		$	82,047	$	(353,538	)	$	311,623

93

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	3,236,507		$	976,710		$	(90,287	)	$	4,122,930
Cost of goods sold	—			1,886,098			602,979			(90,287		)	2,398,790
Gross margin	—			1,350,409			373,731			—			1,724,140
Facility and warehouse expenses	—			287,036			60,881			—			347,917
Distribution expenses	—			281,011			94,824			—			375,835
Selling, general and administrative expenses	21,098			346,596			127,897			—			495,591
Restructuring and acquisition related expenses	—			1,812			939			—			2,751
Depreciation and amortization	296			49,782			14,015			—			64,093
Operating (loss) income	(21,394		)	384,172			75,175			—			437,953
Other expense (income):
Interest expense	24,272			308			6,849			—			31,429
Intercompany interest (income) expense, net	(37,491		)	27,377			10,114			—			—
Change in fair value of contingent consideration liabilities	—			(1,943		)	3,586			—			1,643
Interest and other income, net	(43		)	(3,638		)	(605		)	—			(4,286		)
Total other (income) expense, net	(13,262		)	22,104			19,944			—			28,786
(Loss) income before (benefit) provision for income taxes	(8,132		)	362,068			55,231			—			409,167
(Benefit) provision for income taxes	(3,287		)	140,150			11,079			—			147,942
Equity in earnings of subsidiaries	266,070			12,481			—			(278,551		)	—
Net income	$	261,225		$	234,399		$	44,152		$	(278,551	)	$	261,225

94

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	381,519		$	335,489		$	92,962		$	(428,451	)	$	381,519
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(51,979		)	(17,710		)	(49,559		)	67,269			(51,979		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	2,195			—			(444		)	444			2,195
Net change in unrealized gains/losses on pension plan, net of tax	(10,452		)	—			(10,452		)	10,452			(10,452		)
Total other comprehensive (loss) income	(60,236		)	(17,710		)	(60,455		)	78,165			(60,236		)
Total comprehensive income	$	321,283		$	317,779		$	32,507		$	(350,286	)	$	321,283

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2013
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Net income	$	311,623	$	271,491	$	82,047	$	(353,538	)	$	311,623
Other comprehensive income, net of tax:
Foreign currency translation	14,056		7,168		15,495		(22,663		)	14,056
Net change in unrecognized gains/losses on derivative instruments, net of tax	4,495		—		1,322		(1,322		)	4,495
Net change in unrealized gain on pension plan, net of tax	701		—		701		(701		)	701
Total other comprehensive income	19,252		7,168		17,518		(24,686		)	19,252
Total comprehensive income	$	330,875	$	278,659	$	99,565	$	(378,224	)	$	330,875

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2012
	Parent			Guarantors		Non-Guarantors			Eliminations			Consolidated
Net income	$	261,225		$	234,399	$	44,152		$	(278,551	)	$	261,225
Other comprehensive income (loss), net of tax:
Foreign currency translation	12,921			5,278		12,334			(17,612		)	12,921
Net change in unrecognized gains/losses on derivative instruments, net of tax	(3,201		)	—		(519		)	519			(3,201		)
Total other comprehensive income	9,720			5,278		11,815			(17,093		)	9,720
Total comprehensive income	$	270,945		$	239,677	$	55,967		$	(295,644	)	$	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	(44		)	(85,182		)	(55,724		)	—			(140,950		)
Investment and intercompany note activity with subsidiaries	(477,007		)	(608		)	—			477,615			—
Acquisitions, net of cash acquired	—			(635,171		)	(140,750		)	—			(775,921		)
Other investing activities, net	—			768			(4,891		)	—			(4,123		)
Net cash used in investing activities	(477,051		)	(720,193		)	(201,365		)	477,615			(920,994		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	9,324			—			—			—			9,324
Excess tax benefit from stock-based payments	17,814			—			—			—			17,814
Debt issuance costs	(3,675		)	—			(75		)	—			(3,750		)
Borrowings under revolving credit facilities	867,000			—			720,644			—			1,587,644
Repayments under revolving credit facilities	(727,000		)	—			(371,518		)	—			(1,098,518		)
Borrowings under term loans	11,250			—			—			—			11,250
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			95,050			—			95,050
Repayments under receivables securitization facility	—			—			(150		)	—			(150		)
Repayments of other long-term debt	(1,921		)	(2,310		)	(35,820		)	—			(40,051		)
Payments of other obligations	—			(464		)	(41,528		)	—			(41,992		)
Other financing activities, net	(13,083		)	12,340			—			—			(743		)
Investment and intercompany note activity with parent	—			576,384			(98,769		)	(477,615		)	—
Dividends	—			(274,225		)	—			274,225			—
Net cash provided by financing activities	142,834			311,725			267,834			(203,390		)	519,003
Effect of exchange rate changes on cash and equivalents	—			(371		)	(4,418		)	—			(4,789		)
Net (decrease) increase in cash and equivalents	(62,996		)	18,410			8,703			—			(35,883		)
Cash and equivalents, beginning of period	77,926			13,693			58,869			—			150,488
Cash and equivalents, end of period	$	14,930		$	32,103		$	67,572		$	—		$	114,605

96

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands)
	Year Ended December 31, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	160,620		$	260,567		$	126,681		$	(119,812	)	$	428,056
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(57,219		)	(32,967		)	—			(90,186		)
Investment and intercompany note activity with subsidiaries	(434,172		)	(84,894		)	—			519,066			—
Acquisitions, net of cash acquired	—			(33,436		)	(374,948		)	—			(408,384		)
Other investing activities, net	—			1,191			(8,227		)	—			(7,036		)
Net cash used in investing activities	(434,172		)	(174,358		)	(416,142		)	519,066			(505,606		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	15,392			—			—			—			15,392
Excess tax benefit from stock-based payments	18,348			—			—			—			18,348
Debt issuance costs	(16,858		)	—			(82		)	—			(16,940		)
Proceeds from issuance of senior notes	600,000			—			—			—			600,000
Borrowings under revolving credit facilities	315,000			—			122,023			—			437,023
Repayments under revolving credit facilities	(616,000		)	—			(132,086		)	—			(748,086		)
Borrowings under term loans	35,000			—			—			—			35,000
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			41,500			—			41,500
Repayments under receivables securitization facility	—			—			(121,500		)	—			(121,500		)
Repayments of other long-term debt	(925		)	(8,930		)	(35,207		)	—			(45,062		)
Payments of other obligations	—			(473		)	(32,386		)	—			(32,859		)
Investment and intercompany note activity with parent	—			38,446			480,620			(519,066		)	—
Dividends	—			(119,812		)	—			119,812			—
Net cash provided by (used in) financing activities	333,082			(90,769		)	322,882			(399,254		)	165,941
Effect of exchange rate changes on cash and equivalents	—			—			2,327			—			2,327
Net increase (decrease) in cash and equivalents	59,530			(4,560		)	35,748			—			90,718
Cash and equivalents, beginning of period	18,396			18,253			23,121			—			59,770
Cash and equivalents, end of period	$	77,926		$	13,693		$	58,869		$	—		$	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	(150		)	(68,344		)	(19,761		)	—			(88,255		)
Investment and intercompany note activity with subsidiaries	(132,006		)	—			—			132,006			—
Acquisitions, net of cash acquired	—			(183,716		)	(81,620		)	—			(265,336		)
Other investing activities, net	—			699			358			—			1,057
Net cash used in investing activities	(132,156		)	(251,361		)	(101,023		)	132,006			(352,534		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	17,693			—			—			—			17,693
Excess tax benefit from stock-based payments	15,737			—			—			—			15,737
Debt issuance costs	(30		)	—			(223		)	—			(253		)
Borrowings under revolving credit facilities	612,700			—			129,681			—			742,381
Repayments under revolving credit facilities	(832,700		)	—			(22,702		)	—			(855,402		)
Borrowings under term loans	200,000			—			—			—			200,000
Repayments under term loans	(20,000		)	—			—			—			(20,000		)
Borrowings under receivables securitization facility	—			—			82,700			—			82,700
Repayments under receivables securitization facility	—			—			(2,700		)	—			(2,700		)
Repayments other long-term debt	(3,065		)	(2,568		)	(13,158		)	—			(18,791		)
Payments of other obligations	—			(4,293		)	—			—			(4,293		)
Investment and intercompany note activity with parent	—			129,076			2,930			(132,006		)	—
Dividends	—			(159,047		)	—			159,047			—
Net cash (used in) provided by financing activities	(9,665		)	(36,832		)	176,528			27,041			157,072
Effect of exchange rate changes on cash and equivalents	—			—			795			—			795
Net increase in cash and equivalents	8,488			820			2,215			—			11,523
Cash and equivalents, beginning of period	9,908			17,433			20,906			—			48,247
Cash and equivalents, end of period	$	18,396		$	18,253		$	23,121		$	—		$	59,770

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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.

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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

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ITEM 9B.     OTHER INFORMATION

None.

101

PART III

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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	50	President, Chief Executive Officer and Director
John S. Quinn	56	Executive Vice President and Chief Financial Officer
Victor M. Casini	52	Senior Vice President, General Counsel and Corporate Secretary
Walter P. Hanley	48	Senior Vice President—Development
Steven Greenspan	53	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.

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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. Albericojoined 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.

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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	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)
Equity compensation plans approved by stockholders
Stock options	5,207,772	$	8.04
Restricted stock units	2,151,232	$	—
Total equity compensation plans approved by stockholders	7,359,004			13,344,906
Equity compensation plans not approved by stockholders	—	$	—	—
Total	7,359,004			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.

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PART IV

ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

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	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Acquisitions and Other		Deductions			Balance at End of Period
	(in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended December 31, 2012	$	8,347	$	5,928	$	308	$	(5,113	)	$	9,470
Year ended December 31, 2013	9,470		7,148		3,633		(5,891		)	14,360
Year ended December 31, 2014	14,360		9,814		4,436		(9,184		)	19,426
ALLOWANCE FOR ESTIMATED RETURNS, DISCOUNTS & ALLOWANCES:
Year ended December 31, 2012	$	22,804	$	714,880	$	1,151	$	(714,143	)	$	24,692
Year ended December 31, 2013	24,692		797,380		825		(796,261		)	26,636
Year ended December 31, 2014	26,636		955,615		10,695		(961,658		)	31,288

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(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	LKQ Corporation 401(k) Plus Plan dated August 1, 1999.
10.2	Amendment to LKQ Corporation 401(k) Plus Plan.
10.3	Trust for LKQ Corporation 401(k) Plus Plan.
10.4	LKQ Corporation 401(k) Plus Plan II, as amended and restated effective as of January 1, 2011.
10.5	LKQ Corporation 1998 Equity Incentive Plan, as amended.
10.6	Form of LKQ Corporation Award Agreement for options granted under the 1998 Equity Incentive Plan.
10.7	Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors.
10.8	Form of LKQ Corporation Restricted Stock Unit Agreement.
10.9	Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement.
10.10	LKQ Corporation Amended and Restated Stock Option and Compensation Plan for Non-Employee Directors, as amended.
10.11	Form of Indemnification Agreement between directors and officers of LKQ Corporation and LKQ Corporation.
10.12	LKQ Corporation Management Incentive Plan.
10.13	Form of LKQ Corporation Executive Officer Management Incentive Plan Award Memorandum.
10.14	Amended and Restated LKQ Corporation Long Term Incentive Plan.
10.15	Form of LKQ Corporation Executive Officer Long Term Incentive Plan Award Memorandum.
10.16	Consulting Agreement, as amended and restated, dated as of May 21, 2009 between LKQ Corporation and Joseph M. Holsten.
10.17	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.
10.23	Change of Control Agreement between LKQ Corporation and Robert L. Wagman dated as of July 24, 2014.
10.24	Change of Control Agreement between LKQ Corporation and John S. Quinn dated as of July 24, 2014.
10.25	Change of Control Agreement between LKQ Corporation and Walter P. Hanley dated as of July 24, 2014.
10.26	Change of Control Agreement between LKQ Corporation and Victor M. Casini dated as of July 24, 2014.
10.27	Change of Control Agreement between LKQ Corporation and Steven Greenspan dated as of July 24, 2014.
10.28	Change of Control Agreement between LKQ Corporation and Robert A. Alberico dated as of July 24, 2014.
10.29	Change of Control Agreement between LKQ Corporation and Michael S. Clark dated as of July 24, 2014.
10.30	LKQ Severance Policy for Key Executives.

(b) Exhibits

3.1	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).
3.2	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).
4.1	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).
4.2	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).
4.3	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.
4.4	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).

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4.5	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).
10.1	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).
10.2	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).
10.3	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).
10.4	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).
10.5	LKQ Corporation 1998 Equity Incentive Plan, as amended.
10.6	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).
10.7	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).
10.8	Form of LKQ Corporation Restricted Stock Unit Agreement.
10.9	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).
10.10	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).
10.11	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).
10.12	LKQ Corporation Management Incentive Plan.
10.13	Form of LKQ Corporation Executive Officer Management Incentive Plan Award Memorandum.
10.14	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).
10.15	Form of LKQ Corporation Executive Officer Long Term Incentive Plan Award Memorandum.
10.16	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).
10.17	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).
10.18	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).
10.19	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).
10.20	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).
10.21	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).
10.22	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).

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10.23	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).
10.24	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).
10.25	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).
10.26	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).
10.27	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).
10.28	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).
10.29	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).
10.30	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).
10.31	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).
10.32	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).
10.33	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).
10.34	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).
10.35	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).
10.36	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).
10.37	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).
12.1	Computation of Ratio of Earnings to Fixed Charges.
14.1	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).
21.1	List of subsidiaries, jurisdictions and assumed names.
23.1	Consent of Independent Registered Public Accounting Firm.
31.1	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.
31.2	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	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.
32.2	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

SIGNATURES

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.

	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	President and Chief Executive Officer
Robert L. Wagman
Principal Financial Officer:
/s/ JOHN S. QUINN	Executive Vice President and Chief Financial Officer
John S. Quinn
Principal Accounting Officer:
/s/ MICHAEL S. CLARK	Vice President—Finance and Controller
Michael S. Clark
A Majority of the Directors:
/s/ SUKHPAL SINGH AHLUWALIA	Director
Sukhpal Singh Ahluwalia
/s/ A. CLINTON ALLEN	Director
A. Clinton Allen
/s/ RONALD G. FOSTER	Director
Ronald G. Foster
/s/ JOSEPH M. HOLSTEN	Director
Joseph M. Holsten
/s/ BLYTHE J. MCGARVIE	Director
Blythe J. McGarvie
/s/ PAUL M. MEISTER	Director
Paul M. Meister
/s/ JOHN F. O'BRIEN	Director
John F. O'Brien
/s/ GUHAN SUBRAMANIAN	Director
Guhan Subramanian
/s/ ROBERT L. WAGMAN	Director
Robert L. Wagman
/s/ WILLIAM M. WEBSTER, IV	Director
William M. Webster, IV

110

EX-4.3

Exhibit 4.3

EXECUTION COPY

AMENDMENT NO. 1

Dated as of November 13, 2014

to

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of March 25, 2011,

as amended and restated as of September 30, 2011,

as further amended and restated as of May 3, 2013,

as further amended and restated as of March 27, 2014

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of November 13, 2014 by and among LKQ Corporation, a Delaware corporation (the “Company”), LKQ Delaware LLP, a Delaware limited liability partnership (the “Canadian Primary Borrower”), LKQ Euro Limited, a company organized under the laws of England and Wales (“LKQ Euro Limited”), LKQ UK Finance 1 LLP, a limited liability partnership formed under the laws of England and Wales (“LKQ UK Finance 1”), LKQ UK Finance 2 LLP, a limited liability partnership formed under the laws of England and Wales (“LKQ UK Finance 2”), LKQ Netherlands B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of The Netherlands (the “Dutch Borrower”), the financial institutions listed on the signature pages hereof and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent’), under that certain Third Amended and Restated Credit Agreement dated as of March 25, 2011, as amended and restated as of September 30, 2011, as further amended and restated as of May 3, 2013, as further amended and restated as of March 27, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Canadian Primary Borrower, LKQ Euro Limited, LKQ UK Finance 1, LKQ UK Finance 2, the Dutch Borrower, the other Subsidiary Borrowers from time to time party thereto (collectively with the Company, the Canadian Primary Borrower, LKQ Euro Limited, LKQ UK Finance 1, LKQ UK Finance 2 and the Dutch Borrower, the “Borrowers”), the Lenders and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrowers have requested that the requisite Lenders and the Administrative Agent agree to an amendment to the Credit Agreement;

WHEREAS, the Borrowers, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to enter into this Amendment.

1.Amendment to the Credit Agreement. Effective as of the Amendment No. 1 Effective Date (as defined below), the parties hereto agree to amend the Credit Agreement as follows:

a.Section 1.01 of the Credit Agreement is amended to add the following new definition thereto in the appropriate alphabetical order:

“Amendment No. 1 Effective Date” means November 13, 2014.

b.Section 2.17 of the Credit Agreement is amended to add a new clause (i) thereof to read as follows:

(i)    FATCA. For purposes of determining withholding Taxes imposed under the FATCA, from and after the Amendment No. 1 Effective Date, the Company and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

c.Section 6.01 of the Credit Agreement is amended to delete the phrase “to the extent permitted by Section 6.07(c),” appearing in each of clauses (b) and (e) thereof.

d.Section 6.07(h)(i) of the Credit Agreement is amended and restated in its entirety to read as follows:

(i)    the Company and its Subsidiaries shall be in compliance with Section 5.09;

2.Acknowledgment. The Borrowers, the Lenders and the Administrative Agent acknowledge and agree that (a) any purchase or other acquisition made by the Company or any of its Subsidiaries in reliance on Section 6.07(h) of the Credit Agreement at any time on or after the Restatement Effective Date and prior to the Amendment No. 1 Effective Date (any such purchase or other acquisition, a “Specified Acquisition”) shall constitute a Permitted Acquisition for all purposes under the Credit Agreement and the other Loan Documents so long as (1) such Specified Acquisition complied with the requirements set forth in Section 6.07(h)(ii) through (viii) and (2) the Company and its Subsidiaries complied with the requirements set forth in Section 5.09 in respect of such Specified Acquisition, and (b) any Specified Acquisition meeting the requirements in clauses (a)(1) and (a)(2) immediately above may be reflected as a Permitted Acquisition in any Compliance Certificate delivered after the Restatement Effective Date even if delivered prior to the Amendment No. 1 Effective Date.

3.Conditions of Effectiveness. The effectiveness of this Amendment (the “Amendment No. 1 Effective Date”) is subject to the conditions precedent that (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent and (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors and (b) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including reimbursement or payment of all out-of-pocket expenses (including fees and expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Company in connection with this Amendment. The Administrative Agent shall notify in writing the Company and the Lenders of the Amendment No. 1 Effective Date, and such notice shall be conclusive and binding.

4.Representations and Warranties of the Borrowers. Each of the Borrowers hereby represents and warrants as follows:

a.This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Borrower, enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

b.As of the date hereof and giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of such Borrower set forth in Article III of the Credit Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

5.Reference to and Effect on the Credit Agreement.

a.Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other loan document shall mean and be a reference to the Credit Agreement as amended hereby.

b.The Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

c.Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

d.This Amendment is a Loan Document.

6.Governing Law; Jurisdiction. This Amendment shall be construed in accordance with and governed by the law of the State of New York. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amendment or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

7.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

LKQ CORPORATION, as the Company
By	/s/ JOHN S. QUINN
	Name: John S. Quinn
	Title: Vice President and Chief
	Financial Officer
LKQ DELAWARE LLP, as the Canadian
Primary Borrower
By	/s/ JOHN S. QUINN
	Name: John S. Quinn
	Title: Vice President and Chief
	Financial Officer

LKQ NETHERLANDS B.V., as a Dutch
Borrower
By	/s/ JOHN QUINN
	Name: John Quinn
	Title: Managing Director

LKQ EURO LIMITED, as a UK Borrower
By	/s/ JOHN S. QUINN
	Name: John S. Quinn
	Title: Director

Executed by LKQ UK FINANCE 1 LLP acting by LKQ Finance 2 LLC as a member of LKQ UK Finance 1 LLP, in the presence of:	/s/ Walter Hanley
	Walter Hanley
	Duly authorised for and on behalf of LKQ
	Finance 2 LLC
Victor Casini
SIGNATURE OF WITNESS
NAME OF WITNESS:	/s/ VICTOR CASINI
ADDRESS OF WITNESS:	500 West
	Madison, Suite
	2800, Chicago, IL
OCCUPATION OF WITNESS:	Attorney

Executed by LKQ UK FINANCE 2 LLP acting by LKQ UK Finance 1 LLP as a member of LKQ UK Finance 2 LLP, LKQ Finance 1 LLP itself acting by LKQ Finance 2 LLC as a member of LKQ UK Finance 1 LLP, in the presence of:	/s/ Walter Hanley
	Walter Hanley
	Duly authorised for and on behalf of LKQ
	Finance 2 LLC
Victor Casini
SIGNATURE OF WITNESS
NAME OF WITNESS:	/s/ VICTOR CASINI
ADDRESS OF WITNESS:	500 West
	Madison, Suite
	2800, Chicago, IL
OCCUPATION OF WITNESS:	Attorney

WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender, as Administrative Agent, as Issuing Bank and as Swingline Lender
By	/s/ KEITH J. CABLE
	Name: Keith J. Cable
	Title: Senior Vice President

Name of Lender:
Bank of America N.A.
By	/s/ CARLOS MORALES
	Name: Carlos Morales
	Title: SVP
For any Lender requiring a second signature line:
By
	Name:
	Title:

CONSENT AND REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Third Amended and Restated Credit Agreement dated as of March 25, 2011, amended and restated as of September 30, 2011, as further amended and restated as of May 3, 2013, as further amended and restated as of March 27, 2014 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among LKQ Corporation (the “Company”), the Subsidiary Borrowers from time to time party thereto, the financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), which Amendment No. 1 is dated as of November 13, 2014 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement and any other Loan Document executed by it and acknowledges and agrees that such Credit Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above‑referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment.

Dated: November 13, 2014

A&A AUTO PARTS STORES, INC.

ACCU-PARTS LLC

AKRON AIRPORT PROPERTIES, INC.

AMERICAN RECYCLING INTERNATIONAL, INC.

A-RELIABLE AUTO PARTS & WRECKERS, INC.

ARROW SPEED ACQUISITION LLC

ATK MOTORSPORTS, INC.

BUDGET AUTO PARTS U-PULL-IT, INC.

CITY AUTO PARTS OF DURHAM, INC.

DAMRON HOLDING COMPANY, LLC

DAP TRUCKING, LLC

DOUBLE R AUTO SALES, INC.

DRIVERFX.COM, INC.

GEARHEAD ENGINES, INC.

GREENLEAF AUTO RECYCLERS, LLC

KAI CHINA LLC

KAIR IL, LLC

KAO LOGISTICS, INC

KAO WAREHOUSE, INC.

KEYSTONE AUTOMOTIVE DISTRIBUTORS COMPANY, LLC

KEYSTONE AUTOMOTIVE HOLDINGS, INC.

KEYSTONE AUTOMOTIVE INDUSTRIES, INC.

KEYSTONE AUTOMOTIVE OPERATIONS, INC.

KEYSTONE AUTOMOTIVE OPERATIONS OF CANADA, INC.

KWIK AUTO BODY SUPPLIES, INC.

LAKEFRONT CAPITAL HOLDINGS, INC.

LKQ 1ST CHOICE AUTO PARTS, LLC

LKQ 250 AUTO, INC.

LKQ A&R AUTO PARTS, INC.

LKQ ALL MODELS CORP.

LKQ APEX AUTO PARTS, INC.

LKQ ATLANTA, L.P.

LKQ AUTO PARTS OF CENTRAL CALIFORNIA, INC.

LKQ AUTO PARTS OF MEMPHIS, INC.

LKQ AUTO PARTS OF NORTH TEXAS, INC.

LKQ AUTO PARTS OF NORTH TEXAS, L.P.

LKQ AUTO PARTS OF ORLANDO, LLC

LKQ AUTO PARTS OF UTAH, LLC

LKQ BEST AUTOMOTIVE CORP.

LKQ BIRMINGHAM, INC.,

each as a Subsidiary Guarantor

By:	/s/ JOHN S. QUINN
Name: John S. Quinn
Title: Vice President and Chief Financial Officer

LKQ BRAD’S AUTO & TRUCK PARTS, INC.

LKQ BROADWAY AUTO PARTS, INC.

LKQ COPHER SELF SERVICE AUTO PARTS-BRADENTON INC.

LKQ COPHER SELF SERVICE AUTO PARTS-CLEARWATER INC.

LKQ COPHER SELF SERVICE AUTO PARTS-ST. PETERSBURG INC.

LKQ COPHER SELF SERVICE AUTO PARTS-TAMPA INC.

LKQ CRYSTAL RIVER, INC.

LKQ FINANCE 1 LLC

LKQ FINANCE 2 LLC

LKQ FOSTER AUTO PARTS SALEM, INC.

LKQ FOSTER AUTO PARTS WESTSIDE LLC

LKQ FOSTER AUTO PARTS, INC.

LKQ GORHAM AUTO PARTS CORP.

LKQ GREAT LAKES CORP.

LKQ HEAVY TRUCK-TEXAS BEST DIESEL, L.P.

LKQ HOLDING CO.

LKQ HUNTS POINT AUTO PARTS CORP.

LKQ LAKENOR AUTO & TRUCK SALVAGE, INC.

LKQ MANAGEMENT COMPANY

LKQ METRO, INC.

LKQ MID-AMERICA AUTO PARTS, INC.

LKQ MIDWEST AUTO PARTS CORP.

LKQ MINNESOTA, INC.

LKQ OF INDIANA, INC.

LKQ OF MICHIGAN, INC.

LKQ OF NEVADA, INC.

LKQ OF TENNESSEE, INC.

LKQ ONLINE CORP.

LKQ PENN-MAR, INC.

LKQ PLUNKS TRUCK PARTS & EQUIPMENT - JACKSON, INC.

LKQ POWERTRAIN, INC.

LKQ PRECIOUS METALS, INC.

LKQ RALEIGH AUTO PARTS CORP.

LKQ ROUTE 16 USED AUTO PARTS, INC.

LKQ SALISBURY, INC.

LKQ SAVANNAH, INC.

LKQ SELF SERVICE AUTO PARTS-HOLLAND, INC.,

each as a Subsidiary Guarantor

By:	/s/ JOHN S. QUINN
Name: John S. Quinn
Title: Vice President and Chief Financial Officer

LKQ SELF SERVICE AUTO PARTS-KALAMAZOO, INC.

LKQ SELF SERVICE AUTO PARTS-MEMPHIS LLC

LKQ SELF SERVICE AUTO PARTS-TULSA, INC.,

LKQ SMART PARTS, INC.

LKQ SOUTHWICK LLC

LKQ TAIWAN HOLDING COMPANY

LKQ TIRE & RECYCLING, INC.

LKQ TRADING COMPANY

LKQ TRIPLETTASAP, INC.

LKQ U-PULL-IT AUTO DAMASCUS, INC.

LKQ U-PULL-IT TIGARD, INC.

LKQ WEST MICHIGAN AUTO PARTS, INC.

MICHAEL AUTO PARTS, INCORPORATED

NORTH AMERICAN ATK CORPORATION

P.B.E. SPECIALTIES, INC.

PICK-YOUR-PART AUTO WRECKING

POTOMAC GERMAN AUTO SOUTH, INC.

POTOMAC GERMAN AUTO, INC.

PULL-N-SAVE AUTO PARTS, LLC

REDDING AUTO CENTER, INC.

SCRAP PROCESSORS, LLC

SPEEDWAY PULL-N-SAVE AUTO PARTS, LLC

STAG PARKWAY HOLDING COMPANY

STAG-PARKWAY, INC.

SUPREME AUTO PARTS, INC.

U-PULL-IT, INC.

U-PULL-IT, NORTH, LLC,

each as a Subsidiary Guarantor

By:	/s/ JOHN S. QUINN
Name: John S. Quinn
Title: Vice President and Chief Financial Officer

EX-10.5

Exhibit 10.5

LKQ CORPORATION

1998 EQUITY INCENTIVE PLAN

(as amended as of November 3, 2014)

ARTICLE 1

ESTABLISHMENT, OBJECTIVES, AND DURATION

1.1 ESTABLISHMENT OF THE PLAN. LKQ CORPORATION, a Delaware corporation (hereinafter referred to as the "Company"), hereby establishes an incentive compensation plan to be known as the LKQ 1998 Equity Incentive Plan (hereinafter referred to as the "Plan") as set forth in this document. The Plan became effective as of February 13, 1998 (the "Effective Date") and shall remain in effect as provided in Section 1.3 hereof.

1.2 PURPOSE OF THE PLAN. The purpose of this Plan is to benefit the Company and its Subsidiaries by enabling the Company to offer to certain present and future executives, key personnel, Non-employee Directors, consultants and other persons providing services to the Company and its Subsidiaries stock based incentives and other equity interests in the Company, thereby giving them a stake in the growth and prosperity of the Company and encouraging the continuance of their relationship with the Company or its Subsidiaries.

1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Article 15 hereof, until all Shares subject to it shall have been purchased or acquired according to the Plan provisions.

ARTICLE 2

DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized:

"AWARD" means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, RSUs, Performance Shares or Performance Units.

"AWARD AGREEMENT" means a writing provided by the Company to each Participant setting forth the terms and provisions applicable to Awards granted under this Plan. The Participant's acceptance of the terms of the Award Agreement shall be evidenced by his or her continued Service without written objection before any exercise or payment of the Award. If the Participant objects in writing, the grant of the Award shall be revoked.

"BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

"BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the Company.

"CAUSE" shall mean, with respect to a Participant's Separation from Service, the occurrence of any one or more of the following, as determined by the Committee, in the exercise of good faith and reasonable judgment:

(i) In the case where there is no employment, change in control or similar agreement in effect between the Participant and the Company or a Subsidiary at the time of the grant of the Award, or where there is such an agreement but the agreement does not define "cause" (or similar words) or a "cause" termination would not be permitted under such agreement at that time because other conditions were not satisfied, the Separation from Service is due to the willful and continued failure or refusal by the Participant to substantially perform assigned duties (other than any such failure resulting from the Participant's Disability), the Participant's dishonesty or theft, the Participant's violation of any obligations or duties under any employee agreement, or the Participant's gross negligence or willful misconduct; or

(ii) In the case where there is an employment, change in control or similar agreement in effect between the Participant and the Company or a Subsidiary at the time of the grant of the Award that defines "cause" (or similar words) and a "cause"

termination would be permitted under such agreement at that time, the Separation from Service is or would be deemed to be for "cause" (or similar words) as defined in such agreement.

No act or failure to act on a Participant's part shall be considered willful unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

"CHANGE OF CONTROL" of the Company shall mean:

(a) the Company is merged or consolidated or reorganized into or with another corporation or other legal person (an "Acquiror") and as a result of such merger, consolidation or reorganization less than 50% of the outstanding voting securities or other capital interests of the surviving, resulting or acquiring corporation or other legal person are owned in the aggregate by the stockholders of the Company, directly or indirectly, immediately prior to such merger, consolidation or reorganization, other than by the Acquiror or any corporation or other legal person controlling, controlled by or under common control with the Acquiror;

(b) The Company sells all or substantially all of its business and/or assets to an Acquiror, of which less than 50% of the outstanding voting securities or other capital interests are owned in the aggregate by the stockholders of the Company, directly or indirectly, immediately prior to such sale, other than by any corporation or other legal person controlling, controlled by or under common control with the Acquiror;

(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Exchange Act, disclosing that any person or group (as the terms "person" and "group" are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act and the rules and regulations promulgated thereunder) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the issued and outstanding shares of voting securities of the Company; or

(d) During any period of two consecutive years, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director of the Company was approved by a vote of at least two-thirds of such directors of the Company then still in office who were directors of the Company at the beginning of any such period.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation thereto.

"COMMITTEE" means the Committee as specified in Article 3 herein appointed by the Board to administer the Plan with respect to grants of Awards.

"COMMON STOCK" means the common stock of the Company.

"COMPANY" means LKQ Corporation, a Delaware corporation, as well as any successor to such entity as provided in Article 17 herein.

"DIRECTOR" means any individual who is a member of the Board of Directors of the Company.

"DISABILITY" shall have the meaning ascribed to such term in the Participant's governing long-term disability plan. If no long term disability plan is in place with respect to a Participant, then with respect to that Participant, Disability shall mean: for the first 24 months of disability, that the Participant is unable to perform his or her job; thereafter, that the Participant is unable to perform any and every duty of any gainful occupation for which the Participant is reasonably suited by training, education or experience. Notwithstanding the foregoing, for any Awards that constitute a nonqualified deferred compensation plan within the meaning of Section 409A(d) of the Code and provide for an accelerated payment in connection with any Disability, Disability shall have the same meaning as set forth in any regulations, revenue procedure, revenue rulings or other pronouncements issued by the Secretary of the United States Treasury pursuant to Section 409A of the Code, applicable to such plans.

"EFFECTIVE DATE" shall have the meaning ascribed to such term in Section 1.1 hereof.

"EMPLOYEE" means any employee of the Company or any Subsidiary.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

"FAIR MARKET VALUE" means (a) if the Common Stock is not listed or traded on a stock exchange or market, the value of the Common Stock determined in good faith by the Committee; or (b) if the Common Stock is listed or traded on a stock exchange or market, (i) for purposes of setting any Option Price, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, or unless the Committee otherwise determines, means as of the date of the Award, the average of the closing sales prices of the Common Stock on the applicable stock exchange or market (as reported in THE WALL STREET JOURNAL, Midwest Edition) on each of the five trading dates immediately preceding such date; and (ii) for purposes of the valuation of any Shares delivered in payment of the Option Price upon the exercise of an Option, for purposes of the valuation of any Shares withheld in payment of the Option Price or to pay taxes due on an Award, for purposes of the provisions of Section 5.3 (regarding elections by Non-employee Directors to receive compensation in the form of Shares) or for purposes of the exercise of any SAR or conversion of a Performance Unit, means the average of the high and low sales prices of the Common Stock on the applicable stock exchange or market (as reported in THE WALL STREET JOURNAL, Midwest Edition) on the applicable day (or if the applicable day is not a trading day, on the trading day next preceding the applicable day).

"FREESTANDING SAR" means a stock appreciation right that is granted independently of any Options, as described in Article 7 herein.

"GOOD REASON" shall mean, with respect to a Participant's Separation from Service,

(i) in the case where there is no employment, change in control or similar agreement in effect between the Participant and the Company or a Subsidiary at the time of the grant of the Award, or where there is such an agreement but the agreement does not define "good reason" (or similar words) or a "good reason" termination would not be permitted under such agreement at that time because other conditions were not satisfied, a voluntary Separation from Service due to "good reason" as the Committee, in its sole discretion, decides to treat as a "Good Reason" termination; or

(ii) in the case where there is an employment, change in control or similar agreement in effect between the Participant and the Company or a Subsidiary at the time of the grant of the Award that defines "good reason" (or similar words) and a "good reason" termination would be permitted under such agreement at that time, the Separation from Service is or would be deemed to be for "good reason" (or similar words) as defined in such agreement.

"INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares granted under Article 6 herein and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Section 422 of the Code.

"INSIDER" shall mean an individual who is, on the relevant date, an officer, director or more than ten percent (10%) beneficial owner of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act.

"NAMED EXECUTIVE OFFICER" means a Participant who is one of the group of covered employees as defined in the regulations promulgated under Section 162(m) of the Code, or any successor statute.

"NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee.

"NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase Shares granted under Article 6 herein and which is not intended to meet the requirements of Section 422 of the Code.

"OPTION" means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6 herein.

"OPTION PRICE" means the price at which a Share may be purchased by a Participant pursuant to an Option.

"PARTICIPANT" means a Person who or which has outstanding an Award granted under the Plan.

"PERFORMANCE-BASED EXCEPTION" means the exception for performance-based compensation from the tax deductibility limitations of Section 162(m) of the Code.

"PERFORMANCE PERIOD" means the time period during which performance goals must be achieved with respect to an Award, as determined by the Committee.

"PERFORMANCE SHARE" means an Award granted to a Participant, as described in Article 9 herein.

"PERFORMANCE UNIT" means an Award granted to a Participant, as described in Article 9 herein.

"PERIOD OF RESTRICTION" means the period during which the transfer of Shares of Restricted Stock or an Award of RSUs is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, at its discretion), and the Shares of Restricted Stock or the RSUs are subject to a substantial risk of forfeiture, as provided in Articles 8 and 8A.

"PERSON" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d) thereof, including a group as defined in Section 13(d) thereof.

"RESTRICTED STOCK" means an Award granted to a Participant pursuant to Article 8 herein.

“RETIREMENT” means the date a Participant voluntarily terminates his/her employment with the Company: (a) on or after he/she has attained at least sixty-five (65) years of age; (b) on or after he/she has attained at least fifty-five (55) years of age and completed at least ten (10) years of service with the Company or its Subsidiaries; or (c) under circumstances that the Committee determines, in its sole discretion, that qualify as a Retirement termination from the Company.

"RSU" means an Award of restricted stock units granted to a Participant pursuant to Article 8A hereof.

"SEPARATION FROM SERVICE" means a termination of Service by a Service Provider, as determined by the Committee, which determination shall be final, binding and conclusive; provided if any Award governed by Section 409A of the Code is to be distributed on a Separation from Service, then the definition of Separation from Service for such purposes shall comply with the definition provided in Section 409A of the Code.

"SERVICE" means service as a Service Provider to the Company or a Subsidiary. Unless otherwise stated in the applicable Award Agreement, a Participant's change in position or duties shall not result in interrupted or terminated Service, so long as such Participant continues to be a Service Provider to the Company or a Subsidiary.

"SERVICE PROVIDER" means an employee, officer, Non-employee Director, consultant or other advisor of the Company or a Subsidiary.

"SHARES" means shares of Common Stock of the Company.

"STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone or in connection with a related Option, designated as an SAR, pursuant to the terms of Article 7 herein.

"SUBSIDIARY" means any corporation, partnership, joint venture, affiliate, or other entity in which the Company is the direct or indirect beneficial owner of not less than 20% of all issued and outstanding equity interests. Notwithstanding the foregoing, for purposes of granting Options or SARs to Service Providers of a Subsidiary in which the Company is the direct or indirect beneficial owner of less than 50% of all issued and outstanding equity interests, such Service Providers shall not be eligible for an Award of Options or SARs unless the Committee first determines that such Award is "based upon legitimate business criteria" within the meaning of Treas. Reg. §1.409A-1(b)(5)(iii)(E).

"TANDEM SAR" means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be forfeited).

ARTICLE 3

ADMINISTRATION

3.1 THE COMMITTEE. The Plan shall be administered by the Committee appointed by the Board. If and to the extent that no Committee exists that has the authority to administer the Plan, the functions of the Committee shall be exercised by the

Board.

3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the Certificate of Incorporation or Bylaws of the Company, and subject to the provisions herein, the Committee shall have full power to select Persons who shall participate in the Plan; determine the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and interpret the Plan and any agreement or instrument entered into under the Plan, establish, amend, or waive rules and regulations for the Plan's administration; and (subject to the provisions of Article 15 herein) amend the terms and conditions of any outstanding Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate the authority granted to it herein.

3.3 DECISIONS BINDING. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Board shall be final, conclusive and binding on all Persons, including the Company, its stockholders, Employees, Participants, and their estates and beneficiaries.

3.4 BOOK ENTRY. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of book-entry.

ARTICLE 4

SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 SHARES AVAILABLE FOR AWARDS. The aggregate number of Shares which may be issued for or used for reference purposes under this Plan or with respect to which Awards may be granted shall not exceed 34,944,417 Shares (subject to adjustment as provided in Section 4.3), which may be either authorized and unissued Shares or Shares held in or acquired for the treasury of the Company. Upon (a) a payout of a Freestanding SAR, Tandem SAR, or Restricted Stock award in the form of cash; (b) a cancellation, termination, expiration, forfeiture, or lapse for any reason (with the exception of the termination of a Tandem SAR upon exercise of the related Options, or the termination of a related Option upon exercise of the corresponding Tandem SAR) of any Award; or (c) payment of an Option Price and/or payment of any taxes arising upon exercise of an Option or payout of any Award with previously acquired Shares or by withholding Shares which otherwise would be acquired on exercise or issued upon such payout, then the number of Shares underlying any such Award which were not issued as a result of any of the foregoing actions shall again be available for the purposes of Awards under the Plan.

4.2 INDIVIDUAL PARTICIPANT LIMITATIONS. Unless and until the Committee determines that an Award to a Named Executive Officer shall not be designed to comply with the Performance-Based Exception, the following rules shall apply to grants of such Awards under the Plan:

(a) Subject to adjustment as provided in Section 4.3 herein, the maximum number of each type of Award (other than cash-denominated Performance Units) granted to any Participant in any one fiscal year shall not exceed the following: (i) Options and SARs, 300,000 Shares, and (ii) Restricted Stock, RSUs, Performance Shares or Share-denominated Performance Units, 300,000 Shares.

(b) The maximum aggregate cash payout with respect to cash-denominated Performance Units granted in any one fiscal year which may be made to any Participant shall be $3,000,000.

4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares available for Awards, the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan and the number of Shares set forth in Sections 4.1 and 4.2, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Award shall always be a whole number.

ARTICLE 5

ELIGIBILITY AND PARTICIPATION

5.1 ELIGIBILITY. Persons eligible to participate in this Plan include all Service Providers, as determined by the Committee,

including Service Providers who reside in countries other than the United States of America. Notwithstanding any provision of the Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with provisions of laws in other countries in which the Company or its Subsidiaries operate or have Service Providers, the Committee, in its sole discretion, shall have the power and authority to (i) determine which Service Providers (if any) providing Services outside the United States are eligible to participate in the Plan, (ii) modify the terms and conditions of any Awards made to such Service Providers and (iii) establish subplans and modified Option exercise and other terms and procedures to the extent such actions may be necessary or advisable.

5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Persons, those to whom Awards shall be granted and shall determine the nature and amount of each Award.

5.3 NON-EMPLOYEE DIRECTOR COMPENSATION. Non-Employee Directors shall have the right to elect to receive the compensation otherwise payable to them in cash in connection with their duties as members of the Board (or any committee thereof) in whole or in part in Shares (rounded up to the nearest whole share) issued under the Plan. If such Director elects to receive Shares as described in this Section 5.3, the per share value of the Common Stock shall equal the Fair Market Value on the applicable payment date. Such election must be made prior to the start of the calendar year in which the compensation is to be paid and shall be irrevocable for such calendar year.

ARTICLE 6

STOCK OPTIONS

6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan, Options may be granted to one or more Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee. The Committee may grant Nonqualified Stock Options or Incentive Stock Options. The Committee shall have complete discretion in determining the number of Options granted to each Participant (subject to Article 4 herein).

6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The Award Agreement with respect to the Option also shall specify whether the Option is intended to be an ISO within the meaning of Section 422 of the Code, or an NQSO whose grant is intended not to fall under the provisions of Section 422 of the Code.

6.3 OPTION PRICE. The Committee shall designate the Option Price for each grant of an Option under this Plan which Option Price shall be at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted, and which Option Price may not be subsequently changed by the Committee except pursuant to Section 4.3 hereof or to the extent provided in the Award Agreement.

6.4 DURATION OF OPTIONS. Each Option granted to an Employee shall expire at such time as the Committee shall determine at the time of grant; provided, however, that unless otherwise designated by the Committee at the time of grant, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.

6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

6.6 PAYMENT. Options granted under this Article 6 shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price upon exercise of any Option shall be payable to the Company in full either:

(a) in cash or its equivalent,

(b) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or

(c) by a combination of (a) and (b).

The Committee also may allow cashless exercises as permitted under Federal Reserve Board's Regulation T, subject to

applicable securities law restrictions, or by any other means which the Committee determines to be consistent with the Plan's purpose and applicable law. As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant's name, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).

6.7 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

6.8 SEPARATION FROM SERVICE. Each Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following Separation from Service. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for Separation from Service, including, but not limited to, Separation from Service for Cause or Good Reason, or reasons relating to the breach or threatened breach of restrictive covenants. Subject to Article 14, in the event that a Participant's Option Award Agreement does not set forth such Separation from Service provisions, the following Separation from Service provisions shall apply:

(a) In the event of a Participant's Separation from Service for any reason other than death, Disability or Retirement, all Options held by the Participant shall expire and all rights to purchase Shares thereunder shall terminate immediately; provided, however, that notwithstanding the foregoing, all Options to which the Participant has a vested right immediately prior to such Separation from Service shall be exercisable for the lesser of (i) 30 days following the date of Separation from Service or (ii) the expiration date of the Option, unless the Separation from Service was for Cause.

(b) In the event of a Participant's Separation from Service due to death or Disability, all Options shall immediately become fully vested on the date of the Separation from Service.

(c) Subject to Article 14, in the event of Participant's Separation from Service due to death or Disability, all Options in which the Participant has a vested right upon termination shall be exercisable until the expiration date of the Option.

(d) Subject to Article 14, in the event a Participant's Separation from Service due to Retirement, all Options in which the Participant has a vested right upon Separation from Service shall be exercisable for the lesser of (i) three years following the date of the Separation from Service or (ii) the expiration date of the Option.

6.9 NONTRANSFERABILITY OF OPTIONS.

(a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

(b) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a Participant's Award Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant.

ARTICLE 7

STOCK APPRECIATION RIGHTS

7.1 GRANT OF SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs. The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to Article 4 herein) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs. The Committee shall designate, at the time of grant, the grant price of Freestanding SARs which grant price shall at least equal the Fair Market Value of a Share on the date of grant of the SAR. The grant price of Tandem SARs shall equal the Option Price of the related Option. Grant prices of SARs shall not subsequently be changed by the Committee except pursuant to Section 4.3 hereof.

7.2 EXERCISE OF TANDEM SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

7.3 EXERCISE OF FREESTANDING SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them.

7.4 SAR AGREEMENT. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and such other provisions as the Committee shall determine.

7.5 TERM OF SARs. The term of an SAR granted under the plan shall be determined by the Committee, in its sole discretion; provided, however, that unless otherwise designated by the Committee, such term shall not exceed ten (10) years.

7.6 PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The excess of the Fair Market Value of a Share on the date of exercise over the grant price; by

(b) The number of Shares with respect to which the SAR is exercised.

At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

7.7 SEPARATION FROM SERVICE. Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following the Participant's Separation from Service. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for Separation from Service, including, but not limited to, Separation from Service for Cause or Good Reason, or reasons relating to the breach or threatened breach of restrictive covenants. Subject to Article 14, in the event that a Participant's SAR Award Agreement does not set forth such Separation from Service provisions, the following Separation from Service provisions shall apply:

(a) In the event of a Participant's Separation from Service for any reason other than death, Disability or Retirement, all SARs held by the Participant shall expire and all rights thereunder shall terminate immediately; provided, however, that notwithstanding the foregoing, all SARs to which the Participant has a vested right immediately prior to such Separation from Service shall be exercisable for the lesser of (i) 30 days following the date of the Separation from Service or (ii) the expiration date of the SAR, unless the Separation from Service was for Cause.

(b) In the event of a Participant's Separation from Service due to death or Disability, all SARs shall immediately become fully vested on the date of the Separation from Service.

(c) Subject to Article 14, in the event of a Separation from Service due to death or Disability, all SARs in which the Participant has a vested right upon Separation from Service shall be exercisable until the expiration date of the SAR.

(d) Subject to Article 14, in the event of a Participant's Separation from Service due to Retirement, all SARs in which the Participant has a vested right upon Separation from Service shall be exercisable for the lesser of (i) three years following the date of the Separation from Service or (ii) the expiration date of the SAR.

7.8 NONTRANSFERABILITY OF SARs. Except as otherwise provided in a Participant's Award Agreement, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

ARTICLE 8

RESTRICTED STOCK

8.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts as the Committee shall determine.

8.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

8.3 TRANSFERABILITY. Except as provided in this Article 8, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily, until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award Agreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Restricted Stock Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be available during his or her lifetime only to such Participant.

8.4 OTHER RESTRICTIONS. Subject to Article 10 herein, the Committee may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals (Company-wide, Subsidiary-wide, divisional, and/or individual), time-based restrictions on vesting which may or may not be following the attainment of the performance goals, and/or restrictions under applicable federal or state securities laws. The Company shall retain the certificates representing Shares of Restricted Stock in the Company's possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied. Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the applicable Period of Restriction.

8.5 VOTING RIGHTS. Unless otherwise designated by the Committee at the time of grant, Participants to whom Shares of Restricted Stock have been granted hereunder may exercise full voting rights with respect to those Shares during the Period of Restriction.

8.6 DIVIDENDS AND OTHER DISTRIBUTIONS. Unless otherwise designated by the Committee at the time of grant, Participants holding Shares of Restricted Stock granted hereunder shall be credited with regular cash dividends paid with respect to the underlying Shares while they are so held during the Period of Restriction. The Committee may apply any restrictions to the dividends that the Committee deems appropriate. Without limiting the generality of the preceding sentence, if the grant or vesting of Shares of Restricted Stock granted to a Named Executive Officer is designed to comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such Shares of Restricted Stock, such that the dividends and/or the Shares of Restricted Stock maintain eligibility for the Performance-Based Exception. In the event that any dividend constitutes a derivative security or an equity security pursuant to the rules under Section 16 of the Exchange Act, such dividend shall be subject to a vesting period equal to the remaining vesting period of the Shares of Restricted Stock with respect to which the dividend is paid.

8.7 SEPARATION FROM SERVICE. Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested Shares of Restricted Stock following Separation from Service. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock issued pursuant to the Plan, and may reflect distinctions based on the reasons for Separation from Service, including, but not limited to, Separation from Service for Cause or Good Reason, or reasons relating to the breach or threatened breach of restrictive covenants; provided, however, that, except in the cases of Separation from Service connected with a Change of Control and Separation from Service by reason of death or Disability, the vesting of Shares of Restricted Stock which qualify for the Performance-Based Exception and which are held by Named Executive Officers shall not occur prior to the time they otherwise would have, but for the Separation from Service. Subject to Article 14, in the event that a Participant's Restricted Stock Award Agreement does not set forth such termination provisions, the following Separation from Service provisions shall apply:

(a) In the event of a Participant's Separation from Service for any reason other than death or Disability, all Shares of Restricted Stock which are unvested at the date of termination shall be forfeited to the Company.

(b) Unless the Award qualifies for the Performance-Based Exception, in the event of a Participant's Separation from Service due to death or Disability, all Shares of Restricted Stock of such participant shall immediately become fully vested on the date of termination and the restrictions shall lapse.

ARTICLE 8A

RESTRICTED STOCK UNITS

8A.1 GRANT OF RESTRICTED STOCK UNITS. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Stock Units ("RSUs") to Participants in such amounts as the Committee shall determine.

8A.2 RESTRICTED STOCK UNIT AGREEMENT. Each RSU grant shall be evidenced by an Award Agreement that shall specify (i) the Participant to whom the Award shall be made, (ii) the number of RSUs that are subject to the Award, (iii) the time that the Award shall be granted, (iv) the duration and applicable conditions for any applicable Period of Restriction, and (v) such other provisions as the Committee shall determine. The number of RSUs granted to any Participant under any Award shall be credited, as of the date of such Award, to an account maintained on behalf of the Participant on the books of the Company. For all purposes of the Plan, the account maintained by the Company for each Participant shall constitute conclusive evidence of the Participant's Awards under the Plan, absent manifest error.

8A.3 TERMS AND CONDITIONS OF AWARD. RSUs granted to Participants under the Plan shall be subject to the following terms and conditions:

(i) No Award and no right under any such Award may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution, until the lapse of any applicable Period of Restriction and satisfaction of any other conditions specified by the Committee;

(ii) Subject to the limitations of the Plan and any other terms and conditions applicable to a particular Award, at the end of any applicable Period of Restriction, each such whole unit (except for any RSU canceled to pay withholding taxes) shall automatically and without further action by the Company be converted into one share of Common Stock (subject to adjustment as provided in Section 4.3) and the Participant shall thereupon become a record holder of each such share for all purposes. As promptly as practicable thereafter, the Company shall issue to the Participant (or his or her legal representative, beneficiary or heir) certificates for the shares of Common Stock issued upon such conversion. No fractional shares of Common Stock shall be issued pursuant to this Plan or any Award and instead cash will be paid in lieu of any fractional shares on such basis as is determined by the Committee; and

(iii) At no time prior to the conversion of RSUs into shares of Common Stock shall a Participant be entitled to any rights as a stockholder of the Company in respect of such RSUs or the shares of Common Stock into which such RSUs may be converted, including the right to receive dividends in respect of, or to vote, any such shares of Common Stock. Notwithstanding the foregoing, an award of RSUs may include dividend equivalents, with such terms and conditions as may be approved by the Committee and set forth in the Award Agreement. Dividend equivalents credited to a Participant may be paid currently or may be deemed to be reinvested in additional Shares at a price per unit equal to the Fair Market Value of a Share on the date that such dividend was paid to stockholders, as determined in the sole discretion of the Committee. Notwithstanding the foregoing, in no event will dividend equivalents on any RSUs that vest on the basis of pre-established performance goals be payable before the RSUs have become earned and payable.

8A.4 SEPARATION FROM SERVICE. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested RSUs following Separation from Service. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all RSUs issued pursuant to the Plan, and may reflect distinctions based on the reasons for Separation from Service, including, but not limited to, Separation from Service for Cause or Good Reason, or reasons relating to the breach or threatened breach of restrictive covenants; provided, however, that, except in the cases of Separation from Service connected with a Change of Control and Separation from Service by reason of death or Disability, the vesting of RSUs which qualify for the Performance-Based Exception and which are held by Named Executive Officers shall not occur prior to the time they otherwise would have, but for the Separation from Service. Subject to Article 14, in the event that a Participant's Award Agreement does not set forth such Separation from Service provisions, the following termination provisions shall apply:

(a) In the of event a Participant's Separation from Service for any reason other than death or Disability, all RSUs of such Participant that are unvested at the date of Separation from Service shall be forfeited to the Company.

(b) Unless the Award qualifies for the Performance-Based Exception, in the event of a Participant's Separation from Service due to death or Disability, all RSUs of such Participant shall immediately become fully vested on the date of Separation from Service and all restrictions shall lapse.

8A.5 DEFERRAL OF VESTING RSUs. The Committee may permit a Participant to defer the compensation that would otherwise be recognized upon vesting of RSUs by filing (or completing online if such form is electronic) an election to defer (in a form specified by the Company) with the Company that specifies the later fixed date on which the RSUs will be paid and distributed to the Participant. A Participant may make multiple subsequent deferral elections under this paragraph for any given vested RSUs but any time requirements set forth herein must be separately satisfied with respect to each subsequent deferral election. All deferral elections must comply, at all times, with Section 409A of the Code, any regulations issued with respect to Section 409A of the Code and any other guidance issued by the Internal Revenue Service and authoritative on the issue.

ARTICLE 9

PERFORMANCE UNITS AND PERFORMANCE SHARES

9.1 GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms of the Plan, Performance Units and/or Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

9.2 VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the number and/or value of Performance Units/Shares that will be paid out to the Participant. For purposes of this Article 9, the time period during which the performance goals must be met shall be referred to as a "Performance Period" and the Performance Period shall be a minimum of one year.

9.3 EARNING OF PERFORMANCE UNITS/SHARES. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Shares shall be entitled to receive payout on the number and value of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function to the extent to which the corresponding performance goals have been achieved, as established by the Committee.

9.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. (a) Except as provided below, payment of earned Performance Units/Shares shall be made in a single lump sum as soon as reasonably practicable following the close of the applicable Performance Period. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Shares in the form of cash or in Shares which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period (or in a combination thereof). Such Shares may be granted subject to any restrictions deemed appropriate by the Committee.

(b) At the time of grant or shortly thereafter, the Committee, at its discretion and in accordance with the terms designated by the Committee, may provide for a voluntary and/or mandatory deferral of all or any part of an otherwise earned Performance Unit/Share Award. All deferrals, whether mandatory or elective, must comply, at all times, with Section 409A of the Code, any regulations issued with respect to Section 409A of the Code and any other guidance issued by the Internal Revenue Service and authoritative on the issue.

(c) At the discretion of the Committee, Participants may be entitled to receive any dividends declared with respect to Shares which have been earned but not yet distributed to Participants in connection with grants of Performance Units and/or Performance Shares (such dividends shall be subject to the same accrual, forfeiture, and payout restrictions as apply to dividends earned with respect to Shares of Restricted Stock, as set forth in Section 8.6 herein). In addition, Participants may, at the discretion of the Committee, be entitled to exercise their voting rights with respect to such Shares.

9.5 SEPARATION FROM SERVICE. Subject to Article 14, in the event of a Participant's Separation from Service for any reason other than death, Disability or Retirement, all Performance Units/Shares shall be forfeited by the Participant to the Company. Subject to Article 14, in the event of a Participant's Separation from Service during a Performance Period due to death, Disability or Retirement, the Participant shall receive a prorated payout of the Performance Units/Shares, unless the Committee determines otherwise. The prorated payout shall be determined by the Committee, shall be based upon the length of time that the Participant held the Performance Units/Shares during the Performance Period, and shall further be adjusted based on the achievement of the pre-established performance goals. Subject to Article 14, unless the Committee determines

otherwise in the event of a Separation from Service due to death, Disability or Retirement payment of earned Performance Units/Shares shall be made at the same time as payments are made to Participants who did not have a Separation from Service during the applicable Performance Period.

9.6 NONTRANSFERABILITY. Except as otherwise provided in a Participant's Award Agreement, Performance Units/Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement, a Participant's rights under the Plan shall be exercisable during the Participant's lifetime only by a Participant or the Participant's legal representative.

ARTICLE 10

PERFORMANCE MEASURES

(a) Unless and until the Committee proposes for stockholder vote and stockholders approve a change in the general performance measures set forth in this Article 10, the attainment of which may determine the degree of payout and/or vesting with respect to Awards to Named Executive Officers which are designed to qualify for the Performance-Based Exception, the performance goals to be used for purposes of such grants shall be established by the Committee in writing and stated in terms of the attainment of specified levels of, or percentage changes in, any one or more of the following measurements: revenue, primary or fully-diluted earnings per Share, pretax income, cash flow from operations, total cash flow, return on equity, return on capital, return on assets, net operating profits after taxes, economic value added, total stockholder return or return on sales, or any individual performance objective which is measured solely in terms of quantitative targets related to the Company or the Company's business, or any combination thereof. In addition, such performance goals may be based in whole or in part upon the performance of the Company, a Subsidiary, division and/or other operational unit, under one or more of such measures.

(b) The degree of payout and/or vesting of such Awards designed to qualify for the Performance-Based Exception shall be determined based upon the written certification of the Committee as to the extent to which the performance goals and any other material terms and conditions precedent to such payment and/or vesting have been satisfied. The Committee shall have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided, however, that the performance goals applicable to Awards which are designed to qualify for the Performance-Based Exception, and which are held by Named Executive Officers, may not be adjusted so as to increase the payment under the Award (the Committee shall retain the discretion to adjust such performance goals upward, or to otherwise reduce the amount of the payment and/or vesting of the Award relative to the pre-established performance goals).

(c) On or before the latest possible date that will not jeopardize the qualification of Awards for the Performance-Based Exception (to the extent applicable), the Committee shall have the discretion to include or exclude unusual, atypical or non-recurring items in determining the applicable performance goals for a particular performance period.

(d) In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards which shall not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Section 162(m) of the Code and, thus, which use performance measures other than those specified above.

ARTICLE 11

BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant's lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate.

ARTICLE 12

DEFERRALS

The Committee may permit a Participant to defer such Participant's receipt of the payment of cash or the delivery of Shares

that would otherwise be due to such Participant upon the exercise of any Option or by virtue of the lapse or waiver of restrictions with respect to RSUs (as provided in Section 8A.5) or with respect to Restricted Stock, or the satisfaction of any requirements or goals with respect to Performance Units/Shares. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals. All deferral elections must comply, at all times, with Section 409A of the Code, any regulations issued with respect to Section 409A of the Code and any other guidance issued by the Internal Revenue Service and authoritative on the issue.

ARTICLE 13

RIGHTS OF SERVICE PROVIDERS

13.1 RIGHT TO TERMINATE SERVICES. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant's Services at any time, nor confer upon any Participant any right to continue in the Service of the Company or any Subsidiary. For purposes of this Plan, temporary absence from Service because of illness, vacation, approved leaves of absence, and transfers of employment among the Company and its Subsidiaries, shall not be considered a Separation from Service or to interrupt continuous Service. Conversion of a Participant's employment relationship to a consulting or other Service arrangement shall not result in termination of previously granted Awards.

13.2 PARTICIPATION. No Service Provider shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

ARTICLE 14

CHANGE OF CONTROL

Upon the occurrence of a Change of Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:

(a) Any and all Options and SARs granted hereunder shall become immediately exercisable, and shall remain exercisable throughout their entire term;

(b) Any Period of Restriction and other restrictions imposed on Restricted Shares and RSUs shall lapse; and

(c) Unless otherwise specified in a Participant's Award Agreement at time of grant, the maximum payout opportunities attainable under all outstanding Awards of Performance Units and Performance Shares shall be deemed to have been fully earned for the entire Performance Period(s) as of the effective date of the Change of Control. The vesting of all such Awards shall be accelerated as of the effective date of the Change of Control, and in full settlement of such Awards, there shall be paid out in cash to Participants within thirty (30) days following the effective date of the Change of Control the maximum of payout opportunities associated with such outstanding Awards.

ARTICLE 15

AMENDMENT, MODIFICATION AND TERMINATION

15.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part, subject to any requirement of stockholder approval imposed by applicable law, rule or regulation. The Board may not, without shareholder approval, (i) materially increase the benefits accruing to Participants, (ii) materially increase the number of securities which may be issued upon the Plan, or (iii) materially modify the requirements for participation in the Plan.

15.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

15.3 NO REPRICING OF OPTIONS/SARs. Notwithstanding any provision herein to the contrary, the repricing of Options or SARs is prohibited without prior approval of the Company's stockholders. For this purpose, a "repricing" means any of the following (or any other action that has the same effect as any of the following): (A) changing the terms of an Option or SAR to lower its Option Price or SAR grant price; (B) any other action that is treated as a "repricing" under generally accepted accounting principles; and (C) repurchasing for cash or canceling an Option or SAR at a time when its Option Price or SAR grant price is greater than the Fair Market Value of the underlying Shares in exchange for another Award, unless the cancellation

and exchange occurs in connection with a change in capitalization or similar change under Section 4.3. A cancellation and exchange under clause (C) would be considered a "repricing" regardless of whether it is treated as a "repricing" under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

ARTICLE 16

WITHHOLDING

16.1 TAX WITHHOLDING. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan.

16.2 SHARE WITHHOLDING. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock or RSUs, or upon any other taxable event arising as a result of Awards granted hereunder, Participants may elect, subject to the approval of the Committee, or the Company may require, that such withholding requirement be satisfied, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which would be imposed on the transaction. All such elections shall be made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

ARTICLE 17

SUCCESSORS

All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect merger, consolidation, purchase of all or substantially all of the business and/or assets of the Company or otherwise.

ARTICLE 18

LEGAL CONSTRUCTION

18.1 GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

18.2 SEVERABILITY. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if as if the illegal or invalid provision had not been included.

18.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

18.4 SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

18.5 GOVERNING LAW. To the extent not pre-empted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware.

18.6 COMPLIANCE WITH SECTION 409A. The Plan is intended to comply with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this intent. In that regard, and notwithstanding any provision of the Plan to the contrary, the Company reserves the right to amend the Plan or any Award granted under the Plan, by action of the Committee, without the consent of any affected Participant, to the extent deemed necessary or appropriate for purposes of maintaining compliance with Section 409A of the Code and the regulations promulgated thereunder. In addition, any payments under the Plan of an amount that is deferred compensation under Section 409A of the Code in connection with a Participant's termination of employment shall not be made earlier than six (6) months after the date of termination of employment to the extent required by Section 409A(a)(2)(B)(i) of the Code.

EX-10.8

Exhibit 10.8

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the 9th day of January, 2015 by and between LKQ Corporation, a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (the “Key Person”).

Recitals

The Board of Directors of the Company is of the opinion that the interests of the Company will be advanced by encouraging certain persons affiliated with the Company, upon whose judgment, initiative and efforts the Company is largely dependent for the successful conduct of the Company’s business, to acquire or increase their proprietary interest in the Company, thus providing them with a more direct stake in its welfare and assuring a closer identification of their interests with those of the Company.

The Board of Directors of the Company is of the opinion that the Key Person is such a person.

The Company desires to grant restricted stock units to the Key Person, and the Key Person desires to accept such grant, all on the terms and subject to the conditions set forth in this Agreement and set forth in the Company’s 1998 Equity Incentive Plan (the “Plan”). Any capitalized term used herein that is not defined shall have the meaning of such term set forth in the Plan.

Covenants

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Grant of Restricted Stock Units. The Company hereby grants to the Key Person and the Key Person hereby accepts from the Company [[SHARESGRANTED]] restricted stock units (“RSUs”), on the terms and subject to the conditions set forth herein and in the Plan (the “Award”).

2.Representation of the Key Person. The Key Person hereby represents and warrants that the Key Person has been provided a copy of the Plan and is accepting the RSUs with full knowledge of and subject to the restrictions contained in this Agreement and the Plan.

3.Vesting. The RSUs are subject to time-based vesting restrictions as follows:  The Award shall vest with respect to 10% of the number of RSUs subject to the Award (rounded to the nearest whole share) on July 14, 2015 and on each six-month anniversary of July 14, 2015 (unless such date shall be a day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day) (the “Vesting Period”). Upon vesting, an RSU shall be converted into one share of common stock of the Company.

4.Termination of Relationship. In the event a Key Person’s employment, consulting arrangement or other affiliation with the Company and/or its Subsidiaries is terminated for any reason other than death or Disability, all RSUs of such Key Person that are unvested at the date of termination shall be forfeited to the Company. In the event the Key Person’s employment, consulting arrangement or other affiliation with the Company and/or its Subsidiaries is terminated

due to death or Disability, all RSUs of such Key Person shall immediately become fully vested on the date of termination and all restrictions shall lapse.

5.Non-Transferability of RSUs. Except as expressly provided in the Plan or this Agreement, prior to the expiration of the Vesting Period described in Section 3 with respect to an RSU, such RSU may not be sold, assigned, transferred, pledged or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process, except by will or the laws of descent and distribution. Any attempted sale, assignment, transfer, pledge or other disposition of any RSU prior to vesting shall be null and void and without effect.

6.Taxes. The Key Person shall be responsible for taxes due upon the vesting of any RSU granted hereunder and upon any later transfer by the Key Person of any share of common stock of the Company received upon the vesting of an RSU. The Key Person acknowledges that the decision to make a Section 83(b) election shall be made by the Key Person in consultation with his or her tax advisor. The Key Person acknowledges that the Section 83(b) election form must be filed with the Internal Revenue Service within 30 days of the date hereof.

7.Payroll Authorization.  In the event that the Key Person does not make an arrangement acceptable to the Company to pay to the Company the tax withholding obligation due upon vesting of an RSU or in the event that the Key Person does not pay the entire tax withholding obligation due upon vesting of an RSU, the Key Person authorizes the Company to collect the amount due through a payroll withholding or to direct a broker to sell a sufficient number of the Key Person’s shares of common stock of the Company to satisfy such obligation (and any related brokerage fees) and to remit to the Company from the proceeds of sale the amount due.  In the event that the Key Person pays more than the tax withholding obligation due upon vesting of an RSU, the Key Person authorizes the Company to return the excess payment through the Key Person’s payroll.

8.No Rights as a Stockholder. Prior to the vesting of any RSU, the Key Person has no rights with respect to the share of common stock issuable to him upon such vesting, shall not be treated as a stockholder, and shall have any voting rights or the right to receive any dividends with respect to the RSU or such share of common stock.

9.Notices. Any notices required or permitted hereunder shall be sent using any means (including personal delivery, courier, messenger service, facsimile transmission or electronic transmission), if to the Key Person, at the address set forth below or such other address as the Key Person may designate in writing to the Company, and, if to the Company, at the address of its headquarters in Chicago, Attention: General Counsel, or such other address as the Company may designate in writing to the Key Person. Such notice shall be deemed duly given when it is actually received by the party for whom it was intended.

10.Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

11.Amendment or Termination. This Agreement may not be amended or terminated unless such amendment or termination is in writing and duly executed by each of the parties hereto.

12.Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Key Person and the Key Person’s executors, administrators, personal representatives and heirs. In the event that any part of this Agreement shall be held to be invalid or unenforceable, the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof.

13.Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, discussions and understandings relating to such subject matter.

14.Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles and provisions thereof relating to conflict or choice of laws.

15.Incorporation of Terms of Plan. The terms of the Plan are incorporated herein by reference and the Key Person’s rights hereunder are subject to the terms of the Plan to the extent they are inconsistent with or in addition to the terms set forth herein. The Key Person hereby agrees to comply with all requirements of the Plan.

16.Non-Competition and Confidentiality.

(a).Notwithstanding any provision to the contrary set forth elsewhere herein, the RSUs, the shares of common stock of the Company underlying the RSUs, or any proceeds received by the Key Person upon the sale of shares of common stock of the Company underlying the RSUs shall be forfeited by the Key Person to the Company without any consideration therefore, if the Key Person is not in compliance, at any time during the period commencing on the date of this Agreement and ending nine months following the termination of the Key Person’s affiliation with the Company and/or its subsidiaries, with all applicable provisions of the Plan and with the following conditions:

(i).the Key Person shall not directly or indirectly (1) be employed by, engage or have any interest in any business which is or becomes competitive with the Company or its subsidiaries or is or becomes otherwise prejudicial to or in conflict with the interests of the Company or its subsidiaries, (2) induce any customer of the Company or its subsidiaries to patronize such competitive business or otherwise request or advise any such customer to withdraw, curtail or cancel any of its business with the Company or its subsidiaries, or (3) solicit for employment any person employed by the Company or its subsidiaries; provided, however, that this restriction shall not prevent the Key Person from acquiring and holding up to two percent of the outstanding shares of capital stock of any corporation which is or becomes competitive with the Company or is or becomes otherwise prejudicial to or in conflict with the interests of the Company if such shares are available to the general public on a national securities exchange or in the over-the-counter market; and

(ii).the Key Person shall not use or disclose, except for the sole benefit of or with the written consent of the Company, any confidential information relating to the business, processes or products of the Company.

(b).The Company shall notify in writing the Key Person of any violation by the Key Person of this Section 16. The forfeiture shall be effective as of the date of the occurrence of any of the activities set forth in (a) above. If the shares of common stock of the Company underlying the RSUs have been sold, the Key Person shall promptly pay to the Company the amount of the proceeds from such sale. The Key Person hereby consents to a deduction from any amounts owed by the Company to the Key Person from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay) to the extent of the amounts owed by the Key Person to the Company under this Section 16. Whether or not the Company elects to make any set-off in whole or in part, the Key Person agrees to timely pay any amounts due under this Section 16. In addition, the Company shall be entitled to injunctive relief for any violation by the Key Person of subsection (a)(ii) of this Section 16.

17.  Hedging Positions.  The Key Person agrees that, at any time during the Vesting Period, the Key Person shall not (i) directly or indirectly sell any equity security of the Company if the Key Person does not own the security sold, or if owning the security, does not deliver it against such sale within 20 days thereafter; or (ii) establish a derivative security position with respect to any equity security of the Company that increases in value as the value of the underlying equity decreases (including but not limited to a long put option and a short call option position) with securities underlying the position exceeding the underlying securities otherwise owned by the Key Person.  In the event the Key Person violates this provision, the Company shall have the right to cancel the Award.

18. Code Section 409A.

(a)This Agreement is not intended to constitute a "nonqualified deferred compensation plan" within the meaning of Internal Revenue Code Section 409A (“Section 409A”) to the maximum extent possible but in any event shall be interpreted to comply with Section 409A. In the event this Agreement or any benefit paid under this Agreement is deemed to be subject to Section 409A, the Key Person consents to the Company's adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Section 409A and avoid the imposition of taxes under Section 409A.

(b)This Agreement will be interpreted and construed to not violate Section 409A, although nothing herein will be construed as an entitlement to or guarantee of any particular tax treatment to the Key Person.  While it is intended that all payments and benefits provided under this Agreement to the Key Person will be exempt from or comply with Section 409A, the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from or compliant with Section 409A. The Company will have no liability to the Key Person or any other person or entity if a payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. The Key Person further understands and agrees that the Key Person will be entirely responsible for any and all taxes on any benefits payable to the Key Person as a result of this Agreement. As a condition of receiving the consideration in this Agreement, the Key Person understands and agrees that the Key Person will not assert any claims against the Company for reimbursement or payment of any Section 409A additional taxes, penalties and/or interest.

(c)For purposes of this Agreement, a termination of employment means a "separation from service" as defined in Section 409A. Each payment made pursuant to any provision of this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. To the extent any nonqualified deferred compensation payment to the Key Person could be paid in one or more of the Key Person’s taxable years depending upon the Key Person completing certain employment-related actions (such as executing a release of claims), then any such payments will commence or occur in the later taxable year to the extent required by Section 409A.

(d)If upon the Key Person’s "separation from service" within the meaning of Section 409A, the Key Person is then a "specified employee" (as defined in Section 409A), then solely to the extent necessary to comply with Section 409A and avoid the imposition of taxes under Section 409A, the Company shall defer payment of "nonqualified deferred compensation" subject to Section 409A payable as a result of and within six (6) months following such "separation from service" until the earlier of (i) the first business day of the seventh month following the Key Person’s "separation from service," or (ii) ten (10) days after the Company receives written confirmation of the Key Person’s death. Any such delayed payments shall be made without interest. For avoidance of doubt, any payment whose amount is derived from the value of a Company common share shall be calculated using the value of a common share as of the close of business on the expiration date of the foregoing Section 409A delay period (or as of the close of business on the most recent business day if the foregoing expiration date occurs on a non-business day).

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

LKQ CORPORATION                

By:_/s/ John S. Quinn

Name: John S. Quinn                    

Title: Executive Vice President            

KEY PERSON

By: __________________________                        

Name: _______________________

Address:______________________

______________________________

EX-10.12

Exhibit 10.12

Appendix A

LKQ CORPORATION

MANAGEMENT INCENTIVE PLAN

SECTION 1

BACKGROUND, PURPOSE AND DURATION

1.1 Effective Date. The Plan was adopted by the Committee of the Board on March 7, 2011, subject to stockholder approval, and approved by the stockholders as of May 2, 2011.

1.2 Purpose of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating key employees (1) to perform to the best of their abilities, and (2) to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing such employees with incentive awards based on the achievement of goals relating to the performance of the Company. The Plan is intended to permit the payment of bonuses that qualify as performance-based compensation under section 162(m) of the Code.

SECTION 2

DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 3.6 to eliminate or reduce the award otherwise determined by the Payout Formula.

2.2 “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

2.3 “Base Salary” means as to any Performance Period, the Participant’s weighted average annualized during the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to any Company or Affiliate sponsored deferred compensation plan.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.6 “Committee” means the Compensation Committee of the Board or any other committee appointed by the Board (pursuant to Section 5.1) to administer the Plan.

2.7 “Company” means LKQ Corporation, a Delaware corporation, or any successor thereto.

2.8 “Determination Date” means the latest possible date that will not jeopardize a Target Award or Actual Award’s qualification as performance-based compensation under section 162(m) of the Code.

2.9 “Disability” means any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or receipt by a

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Participant of income replacement benefits for a period of not less than three (3) months under an applicable disability benefit plan of the Company or an Affiliate.

2.10 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

2.11 “Fiscal Year” means the fiscal year of the Company.

2.12 “Individual Objectives” means quantifiable objectives determined by the Committee that will measure the individual’s performance of his or her overall duties to the Company which may include, without limitation, any enumerated Performance Goal, measures related to long-term strategic plans, and measures related to succession plans.

2.13 “Maximum Award” means as to any Participant for any Performance Period, $5 million.

2.14 “Participant” means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period.

2.15 “Payout Formula” means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

2.16 “Performance Period” means any period of time that does not exceed three Fiscal Years, as determined by the Committee in its sole discretion.

2.17 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant for a Target Award for a Performance Period. As determined by the Committee, the Performance Goals for any Target Award applicable to a Participant may provide for a targeted level or levels of achievement using one or more of the following measures: (i) revenue, (ii) gross margin, (iii) operating margin, (iv) operating income, (v) pre-tax profit, (vi) pre-tax margin, (vii) earnings before interest, taxes, depreciation and amortization, (viii) net income, (ix) cash flow, (x) operating expenses, (xi) the market price of the Shares, (xii) earnings per share, (xiii) earnings yield, (xiv) total stockholder return, (xv) return on capital, (xvi) return on assets, (xvii) product quality, (xviii) economic value added, (xix) number of customers, (xx) market share, (xxi) return on investments, (xxii) profit after taxes, (xxiii) customer satisfaction, (xxiv) business divestitures and acquisitions, (xxv) supplier awards from significant customers, (xxvi) new product development, (xxvii) working capital, (xxviii) Individual Objectives, and (xxix) return on net assets. The Performance Goals may differ from Participant to Participant and from Award to Award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, against another company or companies), (iii) on a per-share basis, (iv) against the performance of the Company as a whole or a segment of the Company, and (v) on a pre-tax or after-tax basis. The Committee shall have the discretion on or before the Determination Date to include or exclude unusual, atypical or non-recurring items in the definition of the Performance Goals.

2.18 “Plan” means the LKQ Corporation Management Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

2.19 “Shares” means shares of the Company’s common stock.

2.20 “Target Award” means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of his or her Base Salary or a specific dollar amount, as determined by the Committee in accordance with Section 3.3.

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2.21 “Termination of Employment” means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous re-employment by the Company or an Affiliate.

SECTION 3

SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS

3.1 Selection of Participants. The Committee, in its sole discretion, shall select the Employees who shall be Participants for any Performance Period. Participation in the Plan is in the sole discretion of the Committee, and on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period.

3.2 Determination of Performance Goals. The Committee, in its sole discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing.

3.3 Determination of Target Awards. The Committee, in its sole discretion, shall establish a Target Award for each Participant. Each Participant’s Target Award shall be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing.

3.4 Determination of Payout Formula or Formulae. Each Payout Formula (a) shall be in writing, (b) shall be based on a comparison of actual performance to the Performance Goals, (c) shall provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved, and (d) may provide for an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals. Notwithstanding the preceding, in no event shall a Participant’s Actual Award for any Performance Period exceed his or her Maximum Award.

3.5 Date for Determinations. The Committee shall make all determinations under Section 3.1 through 3.4 on or before the Determination Date.

3.6 Determination of Actual Awards. After the end of each Performance Period, the Committee shall certify in writing the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been certified by the Committee. A Participant must be employed by the Company or one of its subsidiaries or affiliates on the last day of the Performance Period to be eligible for an Actual Award; provided, however, that the Committee, in its sole discretion, may determine that a Participant who incurs a Termination of Employment as a result of death, Disability or retirement prior to the end of the Performance Period may still receive an Actual Award if the Performance Goals for the Performance Period are met. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula.

SECTION 4

PAYMENT OF AWARDS

4.1 Right to Receive Payment. Each Actual Award that may become payable under the Plan shall be paid solely from the general assets of the Company or the Affiliate that employs the Participant (as the case may be), as determined by the Committee. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of an Actual Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

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4.2 Timing of Payment. Subject to Section 3.6, payment of each Actual Award shall be made as soon as administratively practicable following completion of the audit of the Company’s year end financial statements, but in no event later than the last day of the calendar year following the calendar year in which the applicable Performance Period has ended.

4.3Form of Payment. Each Actual Award normally shall be paid in cash (or its equivalent) in a single lump sum. However, the Committee, in its sole discretion, may declare any Actual Award, in whole or in part, payable in Shares of restricted stock, restricted stock units and/or options granted under the Company’s equity incentive plan. The number of Shares of restricted stock and/or restricted stock units granted shall be determined in the sole and absolute discretion of the Committee and generally shall be determined by dividing the cash amount foregone by either (i) an average of the fair market value of a Share over a period of time prior to the date of grant of the restricted stock or restricted stock units, or (ii) the fair market value of a Share on the date that the cash payment otherwise would have been made, rounded up to the nearest whole number of shares. For this purpose, “fair market value” shall have the same meaning as provided by the applicable equity incentive plan under which the award shall be granted. The number of options granted shall generally be determined by dividing the cash amount foregone by an option pricing model determined by the Committee (e.g., Black-Scholes), rounded up to the nearest whole number of shares. Any restricted stock, restricted stock units or options so awarded may be subject to such additional vesting over a period of not more than five years, and/or be subject to additional vesting conditions, including specifically additional Performance Goals, as determined by the Committee. The number of Shares of restricted stock and/or restricted stock units granted pursuant to this Section 4.3 may be increased or decreased if such new award is granted by the Committee subject to Performance Goals and such increase or decrease otherwise meets all the performance-based compensation requirements of section 162(m) of the Code.

SECTION 5

ADMINISTRATION

5.1 Committee is the Administrator. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) members of the Board. The members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. Each member of the Committee shall qualify as an “outside director” under section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.

5.2 Committee Authority. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees shall be granted awards, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) bifurcate the Plan and treat Participants differently as provided by Section 8.1, (f) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (g) interpret, amend or revoke any such rules.

5.3 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

5.4 Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may delegate its authority and powers only with respect to awards that are not intended to qualify as performance-based compensation under section 162(m) of the Code.

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SECTION 6

GENERAL PROVISIONS

6.1 Tax Withholding. The Company or an Affiliate, as determined by the Committee, shall withhold all applicable taxes from any Actual Award, including any federal, state and local taxes.

6.2 No Effect on Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company or an Affiliate, as applicable, to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Employment.

6.3 Participation. No Employee shall have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award. Participation in this Plan shall not give any Employee the right to participate in any other benefit, stock or deferred compensation plan of the Company or any Affiliate.

6.4 Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

6.5 Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

6.6 Nontransferability of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6.6. All rights with respect to an award granted to a Participant shall be available during his or her lifetime only to the Participant.

6.7 Deferrals. The Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion.

SECTION 7

AMENDMENT, TERMINATION AND DURATION

7.1 Amendment, Suspension or Termination. The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Target Award theretofore granted to such Participant. No award may be granted during any period of suspension or after termination of the Plan.

7.2 Duration of the Plan. The Plan shall commence on the date specified herein, and subject to Section 7.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in effect thereafter.

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SECTION 8

LEGAL CONSTRUCTION

8.1 Section 162(m) Conditions; Bifurcation of Plan. It is the intent of the Company that the Plan and the awards paid under the Plan to Participants who are or may become persons whose compensation is subject to section 162(m) of the Code, satisfy any applicable requirements of section 162(m) of the Code. Any provision, application or interpretation of the Plan inconsistent with this intent shall be disregarded. The provisions of the Plan may be bifurcated by the Board or the Committee at any time so that certain provisions of the Plan, or any award, required in order to satisfy the requirements of section 162(m) of the Code are only applicable to Participants whose compensation is subject to section 162(m) of the Code.

8.2 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

8.3 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

8.4 Requirements of Law. The granting of awards under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

8.5 Governing Law. The Plan and all awards shall be construed in accordance with and governed by the laws of the State of Illinois, but without regard to its conflict of law provisions.

8.6 Section 409A of the Code. It is intended that the Plan shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), pursuant to the requirement that all payments hereunder shall be paid within the applicable short-term deferral period as set forth in Section 1.409A-1(b)(4) of the final regulations issued under Section 409A. The Committee shall administer and interpret the Plan in a manner consistent with this short-term deferral exception and any other regulations or other Internal Revenue Service guidance issued with respect to Section 409A.

8.7 Bonus Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulation section 2510.3-2(c) and shall be construed and administered by the Company in accordance with such intention.

8.8 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

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EX-10.13

Exhibit 10.13

	M E M O R A N D U M
TO:
FROM:	Compensation Committee
DATE:
RE:	Bonus Program

You have been selected to participate in the LKQ Corporation Management Incentive Plan (“MIP”) for purposes of your potential ­­___________bonus. The potential bonus described in this letter is subject to all of the terms and conditions set forth in the MIP (a copy of which is attached to this memorandum).

Performance Period:		January 1,	to December 31,
Performance Goals:		The diluted earnings per share of LKQ Corporation
		("EPS") for the Performance Period; provided, however,
		that EPS shall be increased to the extent that EPS was
		reduced in accordance with GAAP by objectively
		determinable amounts due to:
	1.	A change in accounting policy or GAAP;
	2.	Dispositions of assets or businesses;
	3.	Asset impairments;
	4.	Amounts incurred in connection with any financing;
	5.	Losses on interest rate swaps resulting from mark to
		market adjustments or discontinuing hedges;
	6.	Board approved restructuring or similar charges
		including but not limited to charges in conjunction with
		or in anticipation of an acquisition;
	7.	Losses related to environmental, legal, product liability
		or other contingencies;
	8.	Changes in tax laws;
	9.	Losses from discontinued operations; and
	10.	Other extraordinary, unusual or infrequently occurring
		items as disclosed in the Company's financial statements
		or filings under the Securities Exchange Act of 1934.

		In addition, the Compensation Committee shall adjust the
		Performance Goals or other features of the Award that
		relate to the value or number of the shares of common
		stock of the Company to reflect any stock dividend, stock
		split, recapitalization, combination or exchange of shares,
		or other similar changes in such stock. Notwithstanding the
		foregoing, the Compensation Committee, in its sole
		discretion, may reduce the Actual Award payable to you
		below that which otherwise would be payable pursuant to
		the Payout Formula or may eliminate the Actual Award.
Target Award:			% of Base Salary
Payout Formula:
		EPS ($)	Percentage of Base Salary
	Less than			0

EX-10.15

Exhibit 10.15

	M E M O R A N D U M
TO:
FROM:	Compensation Committee
DATE:
RE:	Long Term Incentive Plan

You have been selected to participate in the LKQ Corporation Long Term Incentive Plan (“LTIP”) for the _____________ Performance Period. The potential payout under your award is subject to all of the terms and conditions set forth in the LTIP (a copy of which is attached to this memorandum). In the event of any inconsistency between the terms and conditions of the LTIP and this memorandum, the terms and conditions of the LTIP shall control.

Performance Period:		January 1,	to December 31,
Awards Components:		See the attached Award Component Matrix
		Subject to the condition that the stockholders of the
		Company approve proposal no. 4 (Amendment to Our
		Long Term Incentive Plan) at the Annual Meeting of
		Stockholders on May 7, 2012, each of diluted earnings per
		share, revenue and return on equity shall be increased to the
		extent that it was reduced in accordance with GAAP by
		objectively determinable amounts (as specifically disclosed
		in the Company's financial statements or other filings under
		the Securities Exchange Act of 1934) due to:
	1.	A change in accounting policy or GAAP;
	2.	Dispositions of assets or businesses;
	3.	Asset impairments;
	4.	Amounts incurred in connection with any refinancing;
	5.	Losses on interest rate swaps resulting from mark to
		market adjustments or discontinuing hedges;
	6.	Board approved restructuring charges

7.	Losses related to environmental, legal, product liability
	or other contingencies;
8.	Changes in tax laws;
9.	Changes in contingent purchase price liabilities;
10.	Losses from discontinued operations; and
11.	Other extraordinary, unusual or infrequently occurring
	items as disclosed in the Company's financial statements
	or filings under the Securities Exchange Act of 1934.

EX-12.1

Exhibit 12.1

LKQ CORPORATION AND SUBSIDIARIES

Computation of Ratio of Earnings to Fixed Charges

(In thousands, except ratios)

(Unaudited)

	Year Ended December 31,
	2010		2011			2012			2013		2014
Income from continuing operations before provision for income taxes	$	270,125	$	335,771		$	409,167		$	475,827	$	587,888
Fixed charges	54,769		56,901			71,983			100,190		124,670
Amortization of capitalized interest, net of interest capitalized	2		(318		)	(57		)	56		(50		)
Earnings available for fixed charges	$	324,896	$	392,354		$	481,093		$	576,073	$	712,508
Fixed charges:
Interest expense, including amortization of debt issuance costs	$	29,765	$	24,307		$	31,429		$	51,184	$	64,542
Capitalized interest	35		479			296			130		264
Portion of rental expense representative of interest	24,969		32,115			40,258			48,876		59,864
Total fixed charges	$	54,769	$	56,901		$	71,983		$	100,190	$	124,670
Ratio of earnings to fixed charges	5.9		6.9			6.7			5.7		5.7

EX-21.1

Exhibit 21.1

LIST OF SUBSIDIARIES OF LKQ CORPORATION (as of December 31, 2014)

Subsidiary	Jurisdiction	Assumed Names
U.S. Entities
A&A Auto Parts Stores, Inc.	Pennsylvania
Accu-Parts LLC	New York
Akron Airport Properties, Inc.	Ohio
American Recycling International, Inc.	California	Pick A Part Auto Dismantling
A-Reliable Auto Parts & Wreckers, Inc.	Illinois	LKQ Self Service Auto Parts-Rockford; LKQ Heavy Duty Truck ARSCO; LKQ Heavy Duty Truck Core; LKQ Pick Your Part Rockford
Arrow Speed Acquisition LLC	Delaware
Budget Auto Parts U-Pull-It, Inc.	Louisiana
City Auto Parts of Durham, Inc.	North Carolina	LKQ Self Service Auto Parts-Durham
Damron Holding Company, LLC	Delaware	LKQ North Florida; LKQ Melbourne; LKQ Service Center Crystal River; LKQ Fort Myers
DAP Trucking, LLC	Florida
Double R Auto Sales, Inc.	Florida
DriverFx.com, Inc.	Delaware
Goodmark Motors, LLC (49.9% stake)	Delaware
Greenleaf Auto Recyclers, LLC	Delaware	Saturn Wheel Company; Heartland Aluminum; Profromance Powertrain; LKQ Heavy Duty Truck-Carolina; Potomac German Mid-Atlantic; Greenleaf Quality Recycled Auto Parts; LKQ West Florida; LKQ North Florida
KAI China LLC	Delaware
KAIR IL, LLC	Illinois
KAO Logistics, Inc	Pennsylvania
KAO Warehouse, Inc.	Delaware
Keystone Automotive Industries, Inc.	California	Transwheel, Coast to Coast International; LKQ of Cleveland; Keystone Automotive-San Francisco Bay Area; Chrome Enhancements
Keystone Automotive Operations, Inc.	Pennsylvania
Keystone Automotive Operations of Canada, Inc.	Delaware
Kwik Auto Body Supplies, Inc.	Massachusetts
Lakefront Capital Holdings, Inc.	California
LKQ 1st Choice Auto Parts, LLC	Oklahoma
LKQ 250 Auto, Inc.	Ohio
LKQ A&R Auto Parts, Inc.	South Carolina
LKQ All Models Corp.	Arizona	Wholesale Auto Recyclers; Cars ‘n More; LKQ of Arizona
LKQ Apex Auto Parts, Inc.	Oklahoma	LKQ Self Service Auto Parts - Oklahoma City
LKQ Atlanta, L.P.	Delaware	LKQ Carolina; LKQ Parts Outlet-Atlanta
LKQ Auto Parts of Central California, Inc.	California	LKQ Valley Truck Parts; LKQ Specialized Auto Parts; LKQ ACME Truck Parts; All Engine Distributing
LKQ Auto Parts of Memphis, Inc.	Arkansas	LKQ of Tennessee; LKQ Preferred
LKQ Auto Parts of North Texas, Inc.	Delaware
LKQ Auto Parts of North Texas, L.P.	Delaware	LKQ Auto Parts of Central Texas; LKQ Self Service Auto Parts-Austin

LIST OF SUBSIDIARIES OF LKQ CORPORATION (as of December 31, 2014)

Subsidiary	Jurisdiction	Assumed Names
LKQ Auto Parts of Orlando, LLC	Florida	LKQ Self Service Auto Parts-Orlando; LKQ Pick Your Part
LKQ Auto Parts of Utah, LLC	Utah
LKQ Best Automotive Corp.	Delaware	LKQ Auto Parts of South Texas; A-1 Auto Salvage Pick & Pull; The Engine & Transmission Store; LKQ Automotive Core Services; LKQ International Sales; LKQ of El Paso
LKQ Birmingham, Inc.	Alabama	LKQ Gulf Coast; LKQ Plunks Truck Parts & Equipment - West Monroe
LKQ Brad’s Auto & Truck Parts, Inc.	Oregon
LKQ Broadway Auto Parts, Inc.	New York	LKQ Buffalo; LKQ Self Service Auto Parts-Buffalo
LKQ Copher Self Service Auto Parts-Bradenton Inc.	Florida	LKQ Pick Your Part
LKQ Copher Self Service Auto Parts-Clearwater Inc.	Florida	LKQ Pick Your Part
LKQ Copher Self Service Auto Parts-St. Petersburg Inc.	Florida	LKQ Pick Your Part
LKQ Copher Self Service Auto Parts-Tampa Inc.	Florida	LKQ Pick Your Part
LKQ Crystal River, Inc.	Florida	LKQ Fort Myers; LKQ Heavy Truck-Tampa; LKQ Pick Your Part
LKQ Delaware LLP	Delaware
LKQ Finance 1 LLC	Delaware
LKQ Finance 2 LLC	Delaware
LKQ Foster Auto Parts Salem, Inc.	Oregon	Foster Auto Parts Salem
LKQ Foster Auto Parts Westside LLC	Oregon
LKQ Foster Auto Parts, Inc.	Oregon	LKQ U-Pull-It Auto Wrecking; U-Pull-It Auto Wrecking; LKQ Barger Auto Parts; LKQ KC Truck Parts-Inland Empire; LKQ KC Truck Parts-Western Washington; LKQ KC Truck Parts-Montana; LKQ Wholesale Truck Parts; LKQ of Eastern Idaho
LKQ Gorham Auto Parts Corp.	Maine
LKQ Great Lakes Corp.	Indiana	LKQ Star Auto Parts; LKQ Chicago; LKQ Self Service Auto Parts-Milwaukee
LKQ Heavy Truck-Texas Best Diesel, L.P.	Texas	LKQ Fleet Solutions
LKQ Holding Co.	Delaware
LKQ Hunts Point Auto Parts Corp.	New York	Partsland USA; LKQ Auto Parts of Eastern Pennsylvania; LKQ Auto Parts
LKQ Lakenor Auto & Truck Salvage, Inc.	California	LKQ of Southern California; LKQ of Las Vegas; LKQ Parts Outlet-Los Angeles
LKQ Management Company	Delaware
LKQ Metro, Inc.	Illinois
LKQ Mid-America Auto Parts, Inc.	Kansas	Mabry Auto Salvage; LKQ of Oklahoma City; LKQ of NW Arkansas; LKQ Heavy Duty Truck-Kansas; LKQ Four States
LKQ Midwest Auto Parts Corp.	Nebraska	Midwest Foreign Auto; LKQ Midwest Auto; LKQ Auto Parts of Lincoln
LKQ Minnesota, Inc.	Minnesota	LKQ Albert Lea
LKQ of Indiana, Inc.	Indiana	LKQ Self Service Auto Parts-South Bend; LKQ Kentuckiana
LKQ of Michigan, Inc.	Michigan
LKQ of Nevada, Inc.	Nevada
LKQ of Tennessee, Inc.	Tennessee
LKQ Online Corp.	Delaware

LIST OF SUBSIDIARIES OF LKQ CORPORATION (as of December 31, 2014)

Subsidiary	Jurisdiction	Assumed Names
LKQ Penn-Mar, Inc.	Pennsylvania	LKQ Thruway Auto Parts; LKQ Venice Auto Parts; LKQ Triple Nickel Trucks
LKQ Plunks Truck Parts & Equipment - Jackson, Inc.	Mississippi
LKQ Precious Metals, Inc.	Rhode Island
LKQ Raleigh Auto Parts Corp.	North Carolina	LKQ Pick Your Part
LKQ Receivables Finance Company, LLC	Delaware
LKQ Route 16 Used Auto Parts, Inc.	Massachusetts	Diversified Marketing Solutions; LKQ Pick Your Part; LKQ Car World Auto Parts
LKQ Salisbury, Inc.	North Carolina	LKQ of Carolina; LKQ Richmond; LKQ East Carolina; LKQ Self Service East NC ; LKQ Self Service Auto Parts-Charlotte; LKQ Pick Your Part; LKQ Heavy Duty Truck Charlotte
LKQ Savannah, Inc.	Georgia	LKQ Self Service Auto Parts-Savannah; LKQ Pick Your Part
LKQ Self Service Auto Parts-Holland, Inc.	Michigan	LKQ Pick Your Part
LKQ Self Service Auto Parts-Kalamazoo, Inc.	Michigan	LKQ Self Service Auto Parts-Grand Rapids; LKQ Pick Your Part
LKQ Self Service Auto Parts-Memphis LLC	Tennessee	LKQ Pick Your Part
LKQ Self Service Auto Parts-Tulsa, Inc.	Oklahoma	LKQ Pick Your Part
LKQ Smart Parts, Inc.	Delaware	LKQ Viking Auto Salvage
LKQ Southwick LLC	Massachusetts
LKQ Taiwan Holding Company	Illinois
LKQ Tire & Recycling, Inc.	Delaware
LKQ Trading Company	Delaware
LKQ TriplettASAP, Inc.	Ohio	LKQ Heavy Truck-Goody's; LKQ Pittsburgh; LKQ Pick Your Part
LKQ U-Pull-It Auto Damascus, Inc.	Oregon	LKQ U-Pull-It Damascus
LKQ U-Pull-It Tigard, Inc.	Oregon
LKQ West Michigan Auto Parts, Inc.	Michigan
Michael Auto Parts, Incorporated	Florida
North American ATK Corporation	California
P.B.E. Specialties, Inc.	Massachusetts
Pick-Your-Part Auto Wrecking	California	LKQ Pick A Part-San Bernardino; LKQ Midnight Auto & Truck Recyclers; LKQ Pick A Part-Hesperia; LKQ Desert High Truck & Auto Recyclers; LKQ Pick A Part-Riverside; LKQ Hillside Truck & Auto Recyclers; LKQ Pick Your Part Chicago Heights
Potomac German Auto South, Inc.	Florida
Potomac German Auto, Inc.	Maryland	LKQ Norfolk; LKQ Heavy Truck-Maryland
Pull-N-Save Auto Parts, LLC	Colorado	LKQ Pull-N-Save Auto Parts of Aurora LLC; LKQ of Colorado; LKQ Self Service Auto Parts-Denver; LKQ Western Truck Parts
Redding Auto Center, Inc.	California	LKQ Auto Parts of Northern California; LKQ Reno; LKQ Specialized Parts Planet; LKQ ACME Truck Parts; LKQ Auto Sales of Rancho Cordova
Scrap Processors, LLC	Illinois
Speedway Pull-N-Save Auto Parts, LLC	Florida	LKQ Self Service Auto Parts of Daytona, LLC
Supreme Auto Parts, Inc.	Pennsylvania

LIST OF SUBSIDIARIES OF LKQ CORPORATION (as of December 31, 2014)

Subsidiary	Jurisdiction	Assumed Names
U-Pull-It, Inc.	Illinois	LKQ PickYour Part Blue Island
U-Pull-It, North, LLC	Illinois	LKQ Pick Your Part

LIST OF SUBSIDIARIES OF LKQ CORPORATION (as of December 31, 2014)

Subsidiary	Jurisdiction	Assumed Names
Foreign Entities
1323352 Alberta ULC	Alberta
1323410 Alberta ULC	Alberta
A.C.M. 165 321 979 Pty Ltd. (49% stake)	Australia
ADR Automotive B.V.	Netherlands
Ageres B.V.	Netherlands
A-Parts Automaterialen B.V.	Netherlands
AP Logistics Belgie NV	Belgium
AP Logistics B.V.	Netherlands
Atracco AB	Sweden
Atracco AS	Sweden
Atracco Auto AB	Sweden
Atracco Group AB	Sweden
Autoclimate Limited	England & Wales
Autodistribution Benelux B.V.	Netherlands
Automotive Data Services Limited	England & Wales
AVC Tyre Recycling Ltd. (33.33% stake)	England & Wales
Car Parts 4 Less Limited	England & Wales
Cartal Rijsbergen Automotive B.V.	Netherlands
Distribuidora Hermanos Copher Internacional, SA	Guatemala
Euro Car Parts Holdings Limited	England & Wales
Euro Car Parts Limited	England & Wales
Euro Car Parts Ltd	Ireland
Euro Car Parts (Northern Ireland) Limited	Northern Ireland
Euro Garage Solutions Ltd	England & Wales
Harrems Tools B.V.	Netherlands
Harrems Tools N.V.	Belgium
Hartsant Crash Repair Bvba	Belgium
Havam Automotive B.V.	Netherlands
Hermanos Copher Internacional, SA	Costa Rica
Heuts Banden en Wielen B.V.	Netherlands
Heuts Beheer B.V.	Netherlands
Heuts DHZ B.V.	Netherlands
Heuts Handel B.V.	Netherlands
Heuts Newco B.V.	Netherlands
Heuts Tilburg B.V.	Netherlands
HF Services B.V.	Netherlands
HF Services Bvba	Belgium
Imbema Automaterialen B.V.	Netherlands

LIST OF SUBSIDIARIES OF LKQ CORPORATION (as of December 31, 2014)

Subsidiary	Jurisdiction	Assumed Names
Imbema Edy Vos Automaterialen B.V.	Netherlands
Imbema Ira Automaterialen B.V.	Netherlands
Imbema Tielman Automaterialen B.V.	Netherlands
Imbema Van Mill Automaterialen B.V.	Netherlands
Imbema Westerhof Automaterialen B.V.	Netherlands
IPAR Industrial Partners B.V.	Netherlands
Iris Coatings Limited	England & Wales
Iris Distribution Limited	England & Wales
JCA Coatings Limited	England & Wales
Keystone Automotive de Mexico, Sociedad de Responsabilidad Limitada de Capital Variable	Mexico
Keystone Automotive Industries ON, Inc.	Canada (Federal)
Keystone Automotive Operations (India) Pvt. Ltd.	India
Keystone Autopartes de Mexico, Sociedad de Responsabilidad Limitada de Capital Variable	Mexico
Keystone Autopartes Servicios de Mexico, Sociedad de Responsabilidad Limitada de Capital Variable	Mexico
Knopf Automotive Do Brasil Industria E Distribuicao De Pecas Automotivas Ltda.,	Brazil
Knopf Automotive Korkatolt Felelossegu Turasug	Hungary
Kuhne Nederland B.V.	Netherlands
LKQ Canada Auto Parts Inc.	Canada (Federal)
LKQ Coatings Limited	England & Wales
LKQ Euro Limited	Ireland
LKQ Euro Limited	United Kingdom
LKQ Netherlands B.V.	Netherlands
LKQ Ontario LP	Ontario
LKQ Trucks and Parts de Mexico S. de R.L de C.V.	Mexico
LKQ UK Finance 1 LLP	England & Wales
LKQ UK Finance 2 LLP	England & Wales
Markesdemo AB (2.85% stake)	Sweden
Nipparts B.V.	Netherlands
Nipparts Deutschland GmbH	Germany
Nipparts UK Ltd.	England & Wales
Pala Holding, B.V.	Netherlands
Primaparts Automaterialen B.V.	Netherlands
Raclame Buro Heuts B.V.	Netherlands
Recopart AB	Sweden
Recopart Holding AB	Sweden
Rijsbergen Autobanden B.V.	Netherlands
Rijsbergen CarTAL Beheer B.V.	Netherlands

LIST OF SUBSIDIARIES OF LKQ CORPORATION (as of December 31, 2014)

Subsidiary	Jurisdiction	Assumed Names
Sator Beheer B.V.	Netherlands
Sator Central Services B.V.	Netherlands
Sator Holding B.V.	Netherlands
Slager Automaterialen B.V.	Netherlands
Troms Bildelsenter AS	Sweden
Van Heck & Co. B.V.	Netherlands
Van Heck Interpieces N.V.	Belgium
Van Heck Vastgoed B.V.	Netherlands
Van Rheenen Haarlem B.V.	Netherlands
Vance Hanes Auto Parts Limited	Nova Scotia
VEAM B.V.	Netherlands
Vehicle Data Services Limited	England & Wales
Vége de Mexico S.A. de C.V.	Mexico
Vege-Motodis S.A. de C.V.	Mexico
Vhip Fr SAS	France
Widells Bilplat Eftr AB	Sweden
WJCM de Mexico, Sociedad de Responsabilidad Limitada de Capital Variable	Mexico

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-110149, 333-128151 and 333-174450 on Form S-8, Registration Statement No. 333-182502 on Form S-3, and Registration Statement Nos. 333-193585, 333-133911 and 333-160395 on Form S-4 of our reports dated March 2, 2015, relating to the consolidated financial statements and financial statement schedule of LKQ Corporation and subsidiaries, and the effectiveness of LKQ Corporation and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of LKQ Corporation for the year ended December 31, 2014.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

March 2, 2015

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert L. Wagman, certify that:

1.I have reviewed this annual report on Form 10-K of LKQ Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 2, 2015

/s/ ROBERT L. WAGMAN

Robert L. Wagman

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John S. Quinn, certify that:

1.I have reviewed this annual report on Form 10-K of LKQ Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 2, 2015

/S/ JOHN S. QUINN

John S. Quinn

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of LKQ Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, as President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 2, 2015

/S/ ROBERT L. WAGMAN

Robert L. Wagman

President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of LKQ Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, as Executive Vice President and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 2, 2015

/S/ JOHN S. QUINN

John S. Quinn

Executive Vice President and Chief Financial Officer

XML

Summary of Significant Accounting Policies - Additional Information (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets
Reserve for estimated returns, discounts and allowances	$ (31,300,000)	$ 26,600,000
Reserve for uncollectible accounts	19,400,000	14,400,000
Depreciation	90,900,000	72,700,000	60,700,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	14 years
Amortization expense	34,500,000	13,800,000	9,500,000
Estimated annual amortization expense in year one	33,100,000
Estimated annual amortization expense in year two	30,000,000
Estimated annual amortization expense in year three	27,600,000
Estimated annual amortization expense in year four	22,400,000
Estimated annual amortization expense in year five	17,800,000
Self-insurance reserve, total	76,000,000	55,600,000
Self-insurance reserve, current	36,400,000	25,800,000
Claims deposits	600,000	500,000
Percentage threshold to measure tax benefit	50.00%
Investment in unconsolidated subsidiary	8,100,000
Self-insurance
Finite-Lived Intangible Assets
Outstanding letters of credit	59,200,000	43,000,000
Aftermarket and refurbished products
Finite-Lived Intangible Assets
Inventory	253,700,000
Salvage and remanufactured products
Finite-Lived Intangible Assets
Inventory	20,800,000
Salvage Mechanical Products
Finite-Lived Intangible Assets
Standard warranty period	6 months
Remanufactured Engines
Finite-Lived Intangible Assets
Standard warranty period	3 years
Keystone Specialty
Finite-Lived Intangible Assets
Inventory	150,696,000
Intangible assets recognized	78,110,000
Sator
Finite-Lived Intangible Assets
Inventory		71,784,000
Intangible assets recognized		45,293,000
Trade names and trademarks
Finite-Lived Intangible Assets
Intangible assets recognized	35,500,000	23,900,000
Trade names and trademarks | Minimum
Finite-Lived Intangible Assets
Useful life, years	10 years
Trade names and trademarks | Maximum
Finite-Lived Intangible Assets
Useful life, years	30 years
Trade names and trademarks | Keystone Specialty
Finite-Lived Intangible Assets
Intangible assets recognized	22,000,000
Trade names and trademarks | 2014 Specialty Acquisition of RV Parts Supplier
Finite-Lived Intangible Assets
Intangible assets recognized	10,100,000
Trade names and trademarks | Sator
Finite-Lived Intangible Assets
Intangible assets recognized		23,500,000
Software and technology related assets
Finite-Lived Intangible Assets
Intangible assets recognized	26,700,000	19,300,000
Software and technology related assets | Minimum
Finite-Lived Intangible Assets
Useful life, years	5 years
Software and technology related assets | Maximum
Finite-Lived Intangible Assets
Useful life, years	6 years
Software and technology related assets | Keystone Specialty
Finite-Lived Intangible Assets
Intangible assets recognized	25,500,000
Software and technology related assets | Sator
Finite-Lived Intangible Assets
Intangible assets recognized		19,300,000
Customer relationships
Finite-Lived Intangible Assets
Intangible assets recognized	65,100,000	14,100,000
Customer relationships | Minimum
Finite-Lived Intangible Assets
Useful life, years	5 years
Customer relationships | Maximum
Finite-Lived Intangible Assets
Useful life, years	20 years
Customer relationships | Keystone Specialty
Finite-Lived Intangible Assets
Intangible assets recognized	30,500,000
Customer relationships | 2014 Specialty Acquisition of RV Parts Supplier
Finite-Lived Intangible Assets
Intangible assets recognized	17,600,000
Customer relationships | Sator
Finite-Lived Intangible Assets
Intangible assets recognized		2,500,000
Customer relationships | UK Paint
Finite-Lived Intangible Assets
Intangible assets recognized		11,400,000
Customer relationships | Automotive Core
Finite-Lived Intangible Assets
Intangible assets recognized	12,000,000
Covenants not to compete
Finite-Lived Intangible Assets
Intangible assets recognized	1,900,000	300,000
Covenants not to compete | Minimum
Finite-Lived Intangible Assets
Useful life, years	1 year
Covenants not to compete | Maximum
Finite-Lived Intangible Assets
Useful life, years	5 years
ACM Parts
Finite-Lived Intangible Assets
Investment in unconsolidated subsidiary, ownership percentage	49.00%
Equity method investment, ownership percentage of other investors	51.00%
Investment in unconsolidated subsidiary	$ 6,400,000

XML

Schedule of Long-Term Obligations (Parenthetical) (Details)	Dec. 31, 2014	Dec. 31, 2013
Notes payable
Debt Instrument
Weighted average interest rates	1.00%	1.10%
Other long-term debt
Debt Instrument
Weighted average interest rates	3.10%	3.50%

XML

Equity Incentive Plans Summary of Expected to Vest RSUs, Stock Options, and Restricted Stock (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2012
Summary of Expected to Vest RSUs, Stock Options, and Restricted Stock [Line Items]
Share-based Compensation Arrangement by Share-Based Payment Award, Award Vesting Percentage	17.00%
RSUs
Summary of Expected to Vest RSUs, Stock Options, and Restricted Stock [Line Items]
Shares	2,093,784
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestOutstandingWeightedAverageRemainingContractualTerm	2 years 3 months 19 days
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestAggregateIntrinsicValue	$ 58,877
Stock Options
Summary of Expected to Vest RSUs, Stock Options, and Restricted Stock [Line Items]
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestOutstandingWeightedAverageRemainingContractualTerm	3 years 7 months 6 days
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestAggregateIntrinsicValue	105,038
Shares	5,169,746
Weighted average remaining contractual life	3 years 7 months 6 days
Intrinsic value	$ 105,038
Weighted average exercise price	$ 7.86
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	126,755	0
Minimum | Stock Options
Summary of Expected to Vest RSUs, Stock Options, and Restricted Stock [Line Items]
Stock options expiration period	6 years

XML

Income Taxes - Additional Information (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits, Increase Resulting from Acquisition	$ 2,322,000
Undistributed earnings of foreign subsidiaries	266,000,000
Tax credit carryforwards	6,744,000	5,181,000
Tax credit carryforwards	4,400,000	1,100,000
Accumulated interest and penalties	700,000	400,000
Accumulated interest and penalties recorded through the income tax provision	100,000	100,000	200,000
Unrecognized tax benefits that would impact effective tax rate	1,900,000	900,000	1,100,000
Unrecognized tax benefits that would impact deferred taxes	700,000	500,000	600,000
Estimated upper bound of reasonably possible changes in unrecognized tax benefits within the next 12 months	100,000
Valuation Allowance, Deferred Tax Asset, Change in Amount	4,100,000
Valuation Allowance, Deferred Tax Asset, Change in Amount Due to Acquired Foreign Tax Credits and NOL Carry Forwards	$ 3,300,000

XML

Long-Term Obligations Schedule of Maturities of Long-Term Obligations (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
2014	$ 63,515
2015	33,352
2016	119,145
2017	28,143
2018	1,008,137
Thereafter	612,270
Long-term obligations, total	$ 1,864,562	$ 1,305,781

XML

Accumulated Other Comprehensive Income (Loss) Additional Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification of unrealized loss	$ 5,200	$ 27,481	$ 6,439
Interest Rate Swap
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
Reclassification of unrealized loss	$ 6,200	$ 6,200	$ 6,400

XML

Equity Incentive Plans - Additional Information (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense		$ 22,021,000	$ 22,036,000	$ 15,634,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Shares available for issuance under the Equity Incentive Plan		2,151,232	2,558,213	2,351,362	1,433,582
Vesting period		5 years
Number of shares that RSUs convert into on the applicable vesting date		1
RSUs granted (shares)	687,101	664,897	924,312	1,504,410
Fair value of RSUs or restricted stock vested during the period		27,700,000	14,400,000	7,800,000
Outstanding RSUs or restricted stock, intrinsic value		60,500,000
Stock-based compensation expense		18,965,000	17,299,000	8,411,000
Replacement Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
RSUs granted (shares)			671,400
New Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period		6 months
RSUs granted (shares)			275,400
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period		3 years
RSUs granted (shares)		175,800
Stock-based compensation expense		8,200,000	8,300,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period		5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		126,755		0
Fair value of stock options vested		3,300,000	5,100,000	7,200,000
Intrinsic value of stock options exercised		38,400,000	46,900,000	45,300,000
Exercisable stock options, intrinsic value		100,341,000
Stock-based compensation expense		2,917,000	4,529,000	6,310,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period		5 years
Fair value of RSUs or restricted stock vested during the period		500,000	2,300,000	1,600,000
Stock-based compensation expense		$ 139,000	$ 208,000	$ 913,000
1998 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Total shares approved under the Equity Incentive Plan		69,900,000
Shares available for issuance under the Equity Incentive Plan		13,333,818
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award
Closing stock price		$ 28.12
Minimum | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock options expiration period		6 years
Maximum | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock options expiration period		10 years

XML

Income Taxes Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule Of Components Of Income Tax Expense (Benefit)

The provision for income taxes consists of the following components (in thousands):

	Year Ended December 31,
	2014			2013			2012
Current:
Federal	$	144,924		$	115,150		$	110,825
State	24,052			20,869			19,693
Foreign	29,046			23,906			13,202
	$	198,022		$	159,925		$	143,720
Deferred:
Federal	$	9,321		$	6,225		$	5,824
State	(179		)	(550		)	(647		)
Foreign	(2,900		)	(1,396		)	(955		)
	$	6,242		$	4,279		$	4,222
Provision for income taxes	$	204,264		$	164,204		$	147,942

Schedule Of Income Before Income Tax, Domestic and Foreign

Income taxes have been based on the following components of income before provision for income taxes (in thousands):

	Year Ended December 31,
	2014		2013		2012
Domestic	$	460,637	$	361,283	$	348,150
Foreign	127,251		114,544		61,017
	$	587,888	$	475,827	$	409,167

Schedule Of Effective Income Tax Rate Reconciliation

The U.S. federal statutory rate is reconciled to the effective tax rate as follows:

	Year Ended December 31,
	2014		2013		2012
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of state credits and federal tax impact	2.8	%	2.9	%	3.1	%
Impact of international operations	(3.6	)%	(3.7	)%	(2.3	)%
Non-deductible expenses	0.5	%	0.9	%	0.8	%
Federal production incentives and credits	(0.2	)%	(0.3	)%	(0.3	)%
Revaluation of deferred taxes	—	%	(0.3	)%	(0.3	)%
Other, net	0.2	%	—	%	0.2	%
Effective tax rate	34.7	%	34.5	%	36.2	%

Schedule Of Deferred Tax Assets and Liabilities

The significant components of our deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2014			2013
Deferred Tax Assets:
Inventory	$	33,452		$	30,880
Accrued expenses and reserves	40,349			29,970
Accounts receivable	12,894			11,161
Stock-based compensation	11,978			11,519
Qualified and nonqualified retirement plans	14,049			10,210
Net operating loss carryforwards	6,744			5,181
Tax credit carryforwards	4,424			1,136
Other	8,275			6,711
	132,165			106,768
Less valuation allowance	(5,239		)	(1,092		)
Total deferred tax assets	$	126,926		$	105,676
Deferred Tax Liabilities:
Goodwill and other intangible assets	$	121,728		$	83,097
Property and equipment	60,215			50,695
Trade name	43,325			40,929
Other	5,988			2,693
Total deferred tax liabilities	$	231,256		$	177,414
Net deferred tax liability	$	(104,330	)	$	(71,738	)

Schedule Of Deferred Tax Assets And Liabilities Classification

Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):

	December 31,
	2014		2013
Current deferred tax assets	$	81,744	$	63,938
Noncurrent deferred tax assets	203		1,501
Current deferred tax liabilities	4,615		3,355
Noncurrent deferred tax liabilities	181,662		133,822

Schedule Of Unrecognized Tax Benefits Rollforward

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):

	2014			2013			2012
Balance at January 1	$	1,445		$	1,693		$	4,305
Additions for acquired tax positions	2,322			—			—
Additions based on tax positions related to the current year	302			302			827
Reductions for tax positions of prior years	—			—			(1,931		)
Lapse of statutes of limitations	(134		)	(550		)	(713		)
Settlements with taxing authorities	(1,182		)	—			(795		)
Currency exchange rate fluctuations	(123		)	—			—
Balance at December 31	$	2,630		$	1,445		$	1,693

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Segment and Geographic Information - Additional Information (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information
Revenue	$ 1,684,131,000	$ 1,721,024,000	$ 1,709,132,000	$ 1,625,777,000	$ 1,316,689,000	$ 1,298,094,000	$ 1,251,748,000	$ 1,195,997,000	$ 6,740,064,000	$ 5,062,528,000	$ 4,122,930,000
Number of operating segments									4
Number of reportable segments									3
Gain on lawsuit settlements											17,900,000
Change in fair value of contingent consideration liabilities									1,851,000	(2,504,000)	(1,643,000)
Restructuring and acquisition related expenses									14,806,000	10,173,000	2,751,000
North America
Segment Reporting Information
Revenue									4,089,290,000	3,802,929,000	3,426,858,000
Number of reportable segments									1
Europe
Segment Reporting Information
Revenue									1,846,155,000	1,259,599,000	696,072,000
Specialty
Segment Reporting Information
Revenue									$ 807,015,000

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Income Taxes Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	35.00%	35.00%	35.00%
State income taxes, net of state credits and federal tax impact	2.80%	2.90%	3.10%
Impact of international operations	(3.60%)	(3.70%)	(2.30%)
Non-deductible expenses	0.50%	0.90%	0.80%
Federal production incentives and credits	(0.20%)	(0.30%)	(0.30%)
Revaluation of deferred taxes	0.00%	(0.30%)	(0.30%)
Other, net	0.20%	0.00%	0.20%
Effective tax rate	34.70%	34.50%	36.20%

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Condensed Consolidating Balance Sheets (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current Assets:
Cash and equivalents	$ 114,605	$ 150,488	$ 59,770	$ 48,247
Receivables, net	601,422	458,094	311,808
Intercompany receivables, net	0	0
Inventory	1,433,847	1,076,952	900,803
Deferred income taxes	81,744	63,938
Prepaid expenses and other current assets	85,799	50,345
Total Current Assets	2,317,417	1,799,817
Property and Equipment, net	629,987	546,651	494,379
Intangible Assets:
Goodwill	2,288,895	1,937,444	1,690,284	1,476,063
Other intangibles, net	245,525	153,739
Investment in Subsidiaries	0	0
Intercompany Notes Receivable	0	0
Other Assets	91,668	81,123
Total Assets	5,573,492	4,518,774	3,723,456
Current Liabilities:
Accounts payable	400,202	349,069
Intercompany payables, net	0	0
Accrued expenses:
Accrued payroll-related liabilities	86,016	58,695
Other accrued expenses	164,148	140,074
Contingent consideration liabilities	4,293	52,465
Other current liabilities	32,522	36,115
Current portion of long-term obligations	63,515	41,535
Total Current Liabilities	750,696	677,953
Long-Term Obligations, Excluding Current Portion	1,801,047	1,264,246
Intercompany Notes Payable	0	0
Deferred Income Taxes	181,662	133,822
Other Noncurrent Liabilities	119,430	92,008
Stockholders’ Equity	2,720,657	2,350,745	1,964,094	1,644,085
Total Liabilities and Stockholders’ Equity	5,573,492	4,518,774
Parent Company
Current Assets:
Cash and equivalents	14,930	77,926	18,396	9,908
Receivables, net	145	0
Intercompany receivables, net	1,360	2,275
Inventory	0	0
Deferred income taxes	4,064	3,189
Prepaid expenses and other current assets	20,640	7,924
Total Current Assets	41,139	91,314
Property and Equipment, net	494	668
Intangible Assets:
Goodwill	0	0
Other intangibles, net	0	0
Investment in Subsidiaries	3,216,039	2,364,586
Intercompany Notes Receivable	667,949	959,185
Other Assets	49,601	49,218
Total Assets	3,975,222	3,464,971
Current Liabilities:
Accounts payable	682	314
Intercompany payables, net	0	0
Accrued expenses:
Accrued payroll-related liabilities	8,075	5,236
Other accrued expenses	8,061	26,714
Contingent consideration liabilities	0	0
Other current liabilities	283	2,803
Current portion of long-term obligations	55,172	24,421
Total Current Liabilities	72,273	59,488
Long-Term Obligations, Excluding Current Portion	1,150,624	1,016,249
Intercompany Notes Payable	0	0
Deferred Income Taxes	0	0
Other Noncurrent Liabilities	31,668	38,489
Stockholders’ Equity	2,720,657	2,350,745
Total Liabilities and Stockholders’ Equity	3,975,222	3,464,971
Guarantor Subsidiaries
Current Assets:
Cash and equivalents	32,103	13,693	18,253	17,433
Receivables, net	217,542	126,926
Intercompany receivables, net	0	6,923
Inventory	964,477	687,164
Deferred income taxes	62,850	57,422
Prepaid expenses and other current assets	36,553	24,190
Total Current Assets	1,313,525	916,318
Property and Equipment, net	470,791	419,617
Intangible Assets:
Goodwill	1,563,796	1,248,746
Other intangibles, net	155,819	56,069
Investment in Subsidiaries	279,967	264,815
Intercompany Notes Receivable	23,449	118,740
Other Assets	24,457	20,133
Total Assets	3,831,804	3,044,438
Current Liabilities:
Accounts payable	182,607	147,708
Intercompany payables, net	8,048	0
Accrued expenses:
Accrued payroll-related liabilities	48,850	32,850
Other accrued expenses	83,857	56,877
Contingent consideration liabilities	3,263	1,923
Other current liabilities	12,934	13,039
Current portion of long-term obligations	4,599	3,030
Total Current Liabilities	344,158	255,427
Long-Term Obligations, Excluding Current Portion	6,561	6,554
Intercompany Notes Payable	649,824	611,274
Deferred Income Taxes	156,727	110,110
Other Noncurrent Liabilities	60,213	46,417
Stockholders’ Equity	2,614,321	2,014,656
Total Liabilities and Stockholders’ Equity	3,831,804	3,044,438
Non-Guarantor Subsidiaries
Current Assets:
Cash and equivalents	67,572	58,869	23,121	20,906
Receivables, net	383,735	331,168
Intercompany receivables, net	8,048	0
Inventory	469,370	389,788
Deferred income taxes	10,215	3,327
Prepaid expenses and other current assets	28,606	18,231
Total Current Assets	967,546	801,383
Property and Equipment, net	158,702	126,366
Intangible Assets:
Goodwill	725,099	688,698
Other intangibles, net	89,706	97,670
Investment in Subsidiaries	0	0
Intercompany Notes Receivable	0	0
Other Assets	20,481	17,241
Total Assets	1,961,534	1,731,358
Current Liabilities:
Accounts payable	216,913	201,047
Intercompany payables, net	1,360	9,198
Accrued expenses:
Accrued payroll-related liabilities	29,091	20,609
Other accrued expenses	72,230	56,483
Contingent consideration liabilities	1,030	50,542
Other current liabilities	14,690	20,273
Current portion of long-term obligations	3,744	14,084
Total Current Liabilities	339,058	372,236
Long-Term Obligations, Excluding Current Portion	643,862	241,443
Intercompany Notes Payable	41,574	466,651
Deferred Income Taxes	27,806	29,181
Other Noncurrent Liabilities	27,549	7,102
Stockholders’ Equity	881,685	614,745
Total Liabilities and Stockholders’ Equity	1,961,534	1,731,358
Consolidation, Eliminations
Current Assets:
Cash and equivalents	0	0	0	0
Receivables, net	0	0
Intercompany receivables, net	(9,408)	(9,198)
Inventory	0	0
Deferred income taxes	4,615	0
Prepaid expenses and other current assets	0	0
Total Current Assets	(4,793)	(9,198)
Property and Equipment, net	0	0
Intangible Assets:
Goodwill	0	0
Other intangibles, net	0	0
Investment in Subsidiaries	(3,496,006)	(2,629,401)
Intercompany Notes Receivable	(691,398)	(1,077,925)
Other Assets	(2,871)	(5,469)
Total Assets	(4,195,068)	(3,721,993)
Current Liabilities:
Accounts payable	0	0
Intercompany payables, net	(9,408)	(9,198)
Accrued expenses:
Accrued payroll-related liabilities	0	0
Other accrued expenses	0	0
Contingent consideration liabilities	0	0
Other current liabilities	4,615	0
Current portion of long-term obligations	0	0
Total Current Liabilities	(4,793)	(9,198)
Long-Term Obligations, Excluding Current Portion	0	0
Intercompany Notes Payable	(691,398)	(1,077,925)
Deferred Income Taxes	(2,871)	(5,469)
Other Noncurrent Liabilities	0	0
Stockholders’ Equity	(3,496,006)	(2,629,401)
Total Liabilities and Stockholders’ Equity	$ (4,195,068)	$ (3,721,993)

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Terms of Interest Rate Swap Agreements (Details) In Thousands, unless otherwise specified	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2014 Interest Rate Swap US Dollar Notional Amount USD ($)	Dec. 31, 2013 Interest Rate Swap US Dollar Notional Amount USD ($)	Dec. 31, 2014 Interest Rate Swap Pound Sterling Notional Amount USD ($)	Dec. 31, 2014 Interest Rate Swap Pound Sterling Notional Amount GBP (£)	Dec. 31, 2013 Interest Rate Swap Pound Sterling Notional Amount USD ($)	Dec. 31, 2013 Interest Rate Swap Pound Sterling Notional Amount GBP (£)	Dec. 31, 2014 Interest Rate Swap Canadian Dollar Notional Amount USD ($)	Dec. 31, 2014 Interest Rate Swap Canadian Dollar Notional Amount CAD	Dec. 31, 2013 Interest Rate Swap Canadian Dollar Notional Amount USD ($)	Dec. 31, 2013 Interest Rate Swap Canadian Dollar Notional Amount CAD	Dec. 31, 2013 Foreign Exchange Forward Pound Sterling Notional Amount USD ($)	Dec. 31, 2013 Foreign Exchange Forward Pound Sterling Notional Amount GBP (£)	Dec. 31, 2013 Foreign Exchange Forward Euro Notional Amount USD ($)	Dec. 31, 2013 Foreign Exchange Forward Euro Notional Amount EUR (€)
Derivative
Derivative, Notional Amount			$ 420,000	$ 420,000		£ 50,000		£ 50,000		25,000		25,000		£ 70,000		€ 149,976
Derivative Liabilities, Current	2,691	21,818	2,691										10,186		11,632
Derivative Liabilities, Noncurrent	$ 2,527	$ 8,470	$ 1,615	$ 8,099	$ 893		$ 345		$ 19		$ 26

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Income Taxes Schedule of Unrecognized Tax Benefits Rollforward (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits, Increase Resulting from Acquisition	$ 2,322
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	1,445	1,693	4,305
Additions for acquired tax positions	302	302	827
Reductions for tax positions of prior years	0	0	(1,931)
Lapse of statutes of limitations	(134)	(550)	(713)
Settlements with taxing authorities	(1,182)	0	(795)
Foreign Currency Translation	(123)
Balance at December 31	$ 2,630	$ 1,445	$ 1,693

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Schedule of Revenue by Product Category (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenue from External Customers
Revenue	$ 1,684,131	$ 1,721,024	$ 1,709,132	$ 1,625,777	$ 1,316,689	$ 1,298,094	$ 1,251,748	$ 1,195,997	$ 6,740,064	$ 5,062,528	$ 4,122,930
Aftermarket, other new and refurbished products
Revenue from External Customers
Revenue									4,613,454	3,034,599	2,286,853
Recycled, remanufactured and related products and services
Revenue from External Customers
Revenue									1,473,305	1,394,981	1,277,023
Other
Revenue from External Customers
Revenue									$ 653,305	$ 632,948	$ 559,054

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Reconciliation Of Segment EBITDA To Net Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting [Abstract]
Segment EBITDA									$ 790,551	$ 628,587	$ 514,941
Restructuring and acquisition related expenses									14,806	10,173	2,751
Change in fair value of contingent consideration liabilities									1,851	(2,504)	(1,643)
Equity in earnings of unconsolidated subsidiaries									(2,105)	0	0
EBITDA									775,491	615,910	510,547
Depreciation and amortization									125,437	86,463	70,165
Interest expense, net									63,947	50,825	31,215
Loss on debt extinguishment									(324)	(2,795)	0
Provision for income taxes									204,264	164,204	147,942
Net income	$ 80,469	$ 91,515	$ 104,882	$ 104,653	$ 77,864	$ 73,445	$ 75,722	$ 84,592	$ 381,519	$ 311,623	$ 261,225

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Selected Quarterly Data Selected Quarterly Data - Additional Information (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Gain on lawsuit settlements			$ 17,900,000
Change in fair value of contingent consideration liabilities	$ 1,851,000	$ (2,504,000)	$ (1,643,000)

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Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment [Roll Forward]
Balance, beginning	$ 24,906	$ 10,850	$ (2,071)
Pretax income (loss)	(51,979)	14,056	12,921
Balance, ending	(27,073)	24,906	10,850
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges [Roll Forward]
Balance, beginning	(5,596)	(10,091)	(6,890)
Pretax income (loss)	(1,586)	(21,250)	(11,313)
Income tax effect	382	7,984	3,962
Reclassification of unrealized loss	5,200	27,481	6,439
Reclassification of deferred income taxes	(1,801)	(10,011)	(2,289)
Hedge ineffectiveness		460
Income tax effect		(169)
Balance, ending	(3,401)	(5,596)	(10,091)
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax	41
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, before Tax	(166)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans [Roll Forward]
Balance, beginning	701
Pretax income (loss)	(13,506)	935
Income tax effect	3,179	(234)
Balance, ending	(9,751)	701
Balance, beginning	20,011	759	(8,961)
Pretax income (loss)	(67,071)	(6,259)	1,608
Income tax effect	3,561	7,750	3,962
Reclassification of Unrealized Loss	5,034	27,481	6,439
Reclassification of deferred income taxes	(1,760)	(10,011)	(2,289)
Hedge ineffectiveness		460
Income tax effect		(169)
Balance, ending	$ (40,225)	$ 20,011	$ 759

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Income Taxes Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Current:
Federal	$ 144,924	$ 115,150	$ 110,825
State	24,052	20,869	19,693
Foreign	29,046	23,906	13,202
Current income tax expense, total	198,022	159,925	143,720
Deferred:
Federal	9,321	6,225	5,824
State	(179)	(550)	(647)
Foreign	(2,900)	(1,396)	(955)
Deferred income tax expense, total	6,242	4,279	4,222
Provision for income taxes	$ 204,264	$ 164,204	$ 147,942

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Schedule Of Inventory

Inventory consists of the following (in thousands):

	December 31,
	2014		2013
Aftermarket and refurbished products	$	1,022,549	$	706,600
Salvage and remanufactured products	411,298		370,352
	$	1,433,847	$	1,076,952

Schedule Of Estimated Useful Lives

Our estimated useful lives are as follows:

Land improvements	10-20 years
Buildings and improvements	20-40 years
Furniture, fixtures and equipment	3-20 years
Computer equipment and software	3-10 years
Vehicles and trailers	3-10 years

Schedule Of Property And Equipment

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2013
Land and improvements	$	112,582		$	101,018
Buildings and improvements	173,366			143,535
Furniture, fixtures and equipment	337,125			282,862
Computer equipment and software	125,888			108,424
Vehicles and trailers	87,944			64,381
Leasehold improvements	129,309			108,625
	966,214			808,845
Less—Accumulated depreciation	(374,291		)	(294,183		)
Construction in progress	38,064			31,989
	$	629,987		$	546,651

Changes In Carrying Amount Of Goodwill

The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands):

	North America			Europe			Specialty		Total
Balance as of January 1, 2012	$	1,136,630		$	339,433		$	—	$	1,476,063
Business acquisitions and adjustments to previously recorded goodwill	201,742			(4,140		)	—		197,602
Exchange rate effects	1,459			15,160			—		16,619
Balance as of December 31, 2012	$	1,339,831		$	350,453		$	—	$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	27,035			208,412			—		235,447
Exchange rate effects	(7,929		)	19,642			—		11,713
Balance as of December 31, 2013	$	1,358,937		$	578,507		$	—	$	1,937,444
Business acquisitions and adjustments to previously recorded goodwill	43,752			91,916			280,035		415,703
Exchange rate effects	(10,657		)	(53,604		)	9		(64,252		)
Balance as of December 31, 2014	$	1,392,032		$	616,819		$	280,044	$	2,288,895

Components Of Other Intangibles

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			Net
Trade names and trademarks	$	173,340	$	(35,538	)	$	137,802	$	143,577	$	(27,950	)	$	115,627
Customer relationships	92,972		(26,751		)	66,221		29,583		(10,770		)	18,813
Software and other technology related assets	44,640		(10,387		)	34,253		20,384		(2,718		)	17,666
Covenants not to compete	11,074		(3,825		)	7,249		3,979		(2,346		)	1,633
	$	322,026	$	(76,501	)	$	245,525	$	197,523	$	(43,784	)	$	153,739

Changes In Warranty Reserve

The changes in the warranty reserve are as follows (in thousands):

Balance as of January 1, 2013	$	10,574
Warranty expense	29,674
Warranty claims	(27,801		)
Balance as of December 31, 2013	$	12,447
Warranty expense	30,370
Warranty claims	(27,936		)
Balance as of December 31, 2014	$	14,881

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Schedule of Stock-Based Compensation Expense Included in Statements of Income (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	$ 22,021	$ 22,036	$ 15,634
Income tax benefit	(8,478)	(8,594)	(6,097)
Total stock-based compensation expense, net of tax	13,543	13,442	9,537
Cost of goods sold
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	410	392	376
Facility and warehouse expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	2,195	2,745	2,465
Selling, general and administrative expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense, before tax	$ 19,416	$ 18,899	$ 12,793

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Summary of Significant Accounting Policies Schedule of Property and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment
Property and equipment excluding construction in progress, gross	$ 966,214,000	$ 808,845,000
Less—Accumulated depreciation	(374,291,000)	(294,183,000)
Construction in progress	38,064,000	31,989,000
Property, Plant and Equipment, Net	629,987,000	546,651,000	494,379,000
Depreciation	90,900,000	72,700,000	60,700,000
Land and improvements
Property, Plant and Equipment
Property and equipment excluding construction in progress, gross	112,582,000	101,018,000
Buildings and improvements
Property, Plant and Equipment
Property and equipment excluding construction in progress, gross	173,366,000	143,535,000
Furniture, fixtures and equipment
Property, Plant and Equipment
Property and equipment excluding construction in progress, gross	337,125,000	282,862,000
Computer equipment and software
Property, Plant and Equipment
Property and equipment excluding construction in progress, gross	125,888,000	108,424,000
Vehicles and trailers
Property, Plant and Equipment
Property and equipment excluding construction in progress, gross	87,944,000	64,381,000
Leasehold improvements
Property, Plant and Equipment
Property and equipment excluding construction in progress, gross	$ 129,309,000	$ 108,625,000

XML

Income Taxes Schedule of Deferred Tax Assets and Liabilities Classification (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Current deferred tax assets	$ 81,744	$ 63,938
Noncurrent deferred tax assets	203	1,501
Current deferred tax liabilities	4,615	3,355
Noncurrent deferred tax liabilities	$ 181,662	$ 133,822

XML

Condensed Consolidating Financial Information (Tables)

12 Months Ended

Dec. 31, 2014

Condensed Consolidating Financial Information [Abstract]

Consolidated Condensed Balance Sheets

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands)
	December 31, 2014
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	14,930	$	32,103	$	67,572	$	—		$	114,605
Receivables, net	145		217,542		383,735		—			601,422
Intercompany receivables, net	1,360		—		8,048		(9,408		)	—
Inventory	—		964,477		469,370		—			1,433,847
Deferred income taxes	4,064		62,850		10,215		4,615			81,744
Prepaid expenses and other current assets	20,640		36,553		28,606		—			85,799
Total Current Assets	41,139		1,313,525		967,546		(4,793		)	2,317,417
Property and Equipment, net	494		470,791		158,702		—			629,987
Intangible Assets:
Goodwill	—		1,563,796		725,099		—			2,288,895
Other intangibles, net	—		155,819		89,706		—			245,525
Investment in Subsidiaries	3,216,039		279,967		—		(3,496,006		)	—
Intercompany Notes Receivable	667,949		23,449		—		(691,398		)	—
Other Assets	49,601		24,457		20,481		(2,871		)	91,668
Total Assets	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	682	$	182,607	$	216,913	$	—		$	400,202
Intercompany payables, net	—		8,048		1,360		(9,408		)	—
Accrued expenses:
Accrued payroll-related liabilities	8,075		48,850		29,091		—			86,016
Other accrued expenses	8,061		83,857		72,230		—			164,148
Contingent consideration liabilities	—		3,263		1,030		—			4,293
Other current liabilities	283		12,934		14,690		4,615			32,522
Current portion of long-term obligations	55,172		4,599		3,744		—			63,515
Total Current Liabilities	72,273		344,158		339,058		(4,793		)	750,696
Long-Term Obligations, Excluding Current Portion	1,150,624		6,561		643,862		—			1,801,047
Intercompany Notes Payable	—		649,824		41,574		(691,398		)	—
Deferred Income Taxes	—		156,727		27,806		(2,871		)	181,662
Other Noncurrent Liabilities	31,668		60,213		27,549		—			119,430
Stockholders’ Equity	2,720,657		2,614,321		881,685		(3,496,006		)	2,720,657
Total Liabilities and Stockholders' Equity	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands)
	December 31, 2013
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	77,926	$	13,693	$	58,869	$	—		$	150,488
Receivables, net	—		126,926		331,168		—			458,094
Intercompany receivables, net	2,275		6,923		—		(9,198		)	—
Inventory	—		687,164		389,788		—			1,076,952
Deferred income taxes	3,189		57,422		3,327		—			63,938
Prepaid expenses and other current assets	7,924		24,190		18,231		—			50,345
Total Current Assets	91,314		916,318		801,383		(9,198		)	1,799,817
Property and Equipment, net	668		419,617		126,366		—			546,651
Intangible Assets:
Goodwill	—		1,248,746		688,698		—			1,937,444
Other intangibles, net	—		56,069		97,670		—			153,739
Investment in Subsidiaries	2,364,586		264,815		—		(2,629,401		)	—
Intercompany Notes Receivable	959,185		118,740		—		(1,077,925		)	—
Other Assets	49,218		20,133		17,241		(5,469		)	81,123
Total Assets	$	3,464,971	$	3,044,438	$	1,731,358	$	(3,721,993	)	$	4,518,774
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	314	$	147,708	$	201,047	$	—		$	349,069
Intercompany payables, net	—		—		9,198		(9,198		)	—
Accrued expenses:
Accrued payroll-related liabilities	5,236		32,850		20,609		—			58,695
Other accrued expenses	26,714		56,877		56,483		—			140,074
Contingent consideration liabilities	—		1,923		50,542		—			52,465
Other current liabilities	2,803		13,039		20,273		—			36,115
Current portion of long-term obligations	24,421		3,030		14,084		—			41,535
Total Current Liabilities	59,488		255,427		372,236		(9,198		)	677,953
Long-Term Obligations, Excluding Current Portion	1,016,249		6,554		241,443		—			1,264,246
Intercompany Notes Payable	—		611,274		466,651		(1,077,925		)	—
Deferred Income Taxes	—		110,110		29,181		(5,469		)	133,822
Other Noncurrent Liabilities	38,489		46,417		7,102		—			92,008
Stockholders’ Equity	2,350,745		2,014,656		614,745		(2,629,401		)	2,350,745
Total Liabilities and Stockholders’ Equity	$	3,464,971	$	3,044,438	$	1,731,358	$	(3,721,993	)	$	4,518,774

Consolidated Condensed Statements of Income

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	4,649,391		$	2,221,831		$	(131,158	)	$	6,740,064
Cost of goods sold	—			2,813,427			1,405,882			(131,158		)	4,088,151
Gross margin	—			1,835,964			815,949			—			2,651,913
Facility and warehouse expenses	—			382,937			143,354			—			526,291
Distribution expenses	—			389,430			187,911			—			577,341
Selling, general and administrative expenses	25,770			460,516			276,602			—			762,888
Restructuring and acquisition related expenses	—			8,628			6,178			—			14,806
Depreciation and amortization	218			81,253			39,248			—			120,719
Operating (loss) income	(25,988		)	513,200			162,656			—			649,868
Other expense (income):
Interest expense	50,636			635			13,271			—			64,542
Intercompany interest (income) expense, net	(48,556		)	23,865			24,691			—			—
Loss on debt extinguishment	324			—			—			—			324
Change in fair value of contingent consideration liabilities	—			(2,081		)	230			—			(1,851		)
Interest and other expense (income), net	230			(6,278		)	5,013			—			(1,035		)
Total other expense, net	2,634			16,141			43,205			—			61,980
(Loss) income before (benefit) provision for income taxes	(28,622		)	497,059			119,451			—			587,888
(Benefit) provision for income taxes	(10,536		)	190,456			24,344			—			204,264
Equity in earnings of unconsolidated subsidiaries	—			40			(2,145		)	—			(2,105		)
Equity in earnings of subsidiaries	399,605			28,846			—			(428,451		)	—
Net income	$	381,519		$	335,489		$	92,962		$	(428,451	)	$	381,519

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2013
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	3,576,269		$	1,598,832	$	(112,573	)	$	5,062,528
Cost of goods sold	—			2,100,804			998,895		(112,573		)	2,987,126
Gross margin	—			1,475,465			599,937		—			2,075,402
Facility and warehouse expenses	—			323,042			102,039		—			425,081
Distribution expenses	—			297,908			134,039		—			431,947
Selling, general and administrative expenses	26,778			377,481			192,793		—			597,052
Restructuring and acquisition related expenses	—			1,406			8,767		—			10,173
Depreciation and amortization	250			55,802			24,917		—			80,969
Operating (loss) income	(27,028		)	419,826			137,382		—			530,180
Other expense (income):
Interest expense	42,442			640			8,102		—			51,184
Intercompany interest (income) expense, net	(45,459		)	21,978			23,481		—			—
Loss on debt extinguishment	2,795			—			—		—			2,795
Change in fair value of contingent consideration liabilities	—			(744		)	3,248		—			2,504
Interest and other expense (income), net	252			(2,858		)	476		—			(2,130		)
Total other expense, net	30			19,016			35,307		—			54,353
(Loss) income before (benefit) provision for income taxes	(27,058		)	400,810			102,075		—			475,827
(Benefit) provision for income taxes	(7,193		)	151,369			20,028		—			164,204
Equity in earnings of subsidiaries	331,488			22,050			—		(353,538		)	—
Net income	$	311,623		$	271,491		$	82,047	$	(353,538	)	$	311,623

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	3,236,507		$	976,710		$	(90,287	)	$	4,122,930
Cost of goods sold	—			1,886,098			602,979			(90,287		)	2,398,790
Gross margin	—			1,350,409			373,731			—			1,724,140
Facility and warehouse expenses	—			287,036			60,881			—			347,917
Distribution expenses	—			281,011			94,824			—			375,835
Selling, general and administrative expenses	21,098			346,596			127,897			—			495,591
Restructuring and acquisition related expenses	—			1,812			939			—			2,751
Depreciation and amortization	296			49,782			14,015			—			64,093
Operating (loss) income	(21,394		)	384,172			75,175			—			437,953
Other expense (income):
Interest expense	24,272			308			6,849			—			31,429
Intercompany interest (income) expense, net	(37,491		)	27,377			10,114			—			—
Change in fair value of contingent consideration liabilities	—			(1,943		)	3,586			—			1,643
Interest and other income, net	(43		)	(3,638		)	(605		)	—			(4,286		)
Total other (income) expense, net	(13,262		)	22,104			19,944			—			28,786
(Loss) income before (benefit) provision for income taxes	(8,132		)	362,068			55,231			—			409,167
(Benefit) provision for income taxes	(3,287		)	140,150			11,079			—			147,942
Equity in earnings of subsidiaries	266,070			12,481			—			(278,551		)	—
Net income	$	261,225		$	234,399		$	44,152		$	(278,551	)	$	261,225

Consolidated Condensed Statements of Comprehensive Income (Loss)

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	381,519		$	335,489		$	92,962		$	(428,451	)	$	381,519
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(51,979		)	(17,710		)	(49,559		)	67,269			(51,979		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	2,195			—			(444		)	444			2,195
Net change in unrealized gains/losses on pension plan, net of tax	(10,452		)	—			(10,452		)	10,452			(10,452		)
Total other comprehensive (loss) income	(60,236		)	(17,710		)	(60,455		)	78,165			(60,236		)
Total comprehensive income	$	321,283		$	317,779		$	32,507		$	(350,286	)	$	321,283

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2013
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Net income	$	311,623	$	271,491	$	82,047	$	(353,538	)	$	311,623
Other comprehensive income, net of tax:
Foreign currency translation	14,056		7,168		15,495		(22,663		)	14,056
Net change in unrecognized gains/losses on derivative instruments, net of tax	4,495		—		1,322		(1,322		)	4,495
Net change in unrealized gain on pension plan, net of tax	701		—		701		(701		)	701
Total other comprehensive income	19,252		7,168		17,518		(24,686		)	19,252
Total comprehensive income	$	330,875	$	278,659	$	99,565	$	(378,224	)	$	330,875

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2012
	Parent			Guarantors		Non-Guarantors			Eliminations			Consolidated
Net income	$	261,225		$	234,399	$	44,152		$	(278,551	)	$	261,225
Other comprehensive income (loss), net of tax:
Foreign currency translation	12,921			5,278		12,334			(17,612		)	12,921
Net change in unrecognized gains/losses on derivative instruments, net of tax	(3,201		)	—		(519		)	519			(3,201		)
Total other comprehensive income	9,720			5,278		11,815			(17,093		)	9,720
Total comprehensive income	$	270,945		$	239,677	$	55,967		$	(295,644	)	$	270,945

Consolidated Condensed Statements of Cash Flows

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	(44		)	(85,182		)	(55,724		)	—			(140,950		)
Investment and intercompany note activity with subsidiaries	(477,007		)	(608		)	—			477,615			—
Acquisitions, net of cash acquired	—			(635,171		)	(140,750		)	—			(775,921		)
Other investing activities, net	—			768			(4,891		)	—			(4,123		)
Net cash used in investing activities	(477,051		)	(720,193		)	(201,365		)	477,615			(920,994		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	9,324			—			—			—			9,324
Excess tax benefit from stock-based payments	17,814			—			—			—			17,814
Debt issuance costs	(3,675		)	—			(75		)	—			(3,750		)
Borrowings under revolving credit facilities	867,000			—			720,644			—			1,587,644
Repayments under revolving credit facilities	(727,000		)	—			(371,518		)	—			(1,098,518		)
Borrowings under term loans	11,250			—			—			—			11,250
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			95,050			—			95,050
Repayments under receivables securitization facility	—			—			(150		)	—			(150		)
Repayments of other long-term debt	(1,921		)	(2,310		)	(35,820		)	—			(40,051		)
Payments of other obligations	—			(464		)	(41,528		)	—			(41,992		)
Other financing activities, net	(13,083		)	12,340			—			—			(743		)
Investment and intercompany note activity with parent	—			576,384			(98,769		)	(477,615		)	—
Dividends	—			(274,225		)	—			274,225			—
Net cash provided by financing activities	142,834			311,725			267,834			(203,390		)	519,003
Effect of exchange rate changes on cash and equivalents	—			(371		)	(4,418		)	—			(4,789		)
Net (decrease) increase in cash and equivalents	(62,996		)	18,410			8,703			—			(35,883		)
Cash and equivalents, beginning of period	77,926			13,693			58,869			—			150,488
Cash and equivalents, end of period	$	14,930		$	32,103		$	67,572		$	—		$	114,605

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands)
	Year Ended December 31, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	160,620		$	260,567		$	126,681		$	(119,812	)	$	428,056
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(57,219		)	(32,967		)	—			(90,186		)
Investment and intercompany note activity with subsidiaries	(434,172		)	(84,894		)	—			519,066			—
Acquisitions, net of cash acquired	—			(33,436		)	(374,948		)	—			(408,384		)
Other investing activities, net	—			1,191			(8,227		)	—			(7,036		)
Net cash used in investing activities	(434,172		)	(174,358		)	(416,142		)	519,066			(505,606		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	15,392			—			—			—			15,392
Excess tax benefit from stock-based payments	18,348			—			—			—			18,348
Debt issuance costs	(16,858		)	—			(82		)	—			(16,940		)
Proceeds from issuance of senior notes	600,000			—			—			—			600,000
Borrowings under revolving credit facilities	315,000			—			122,023			—			437,023
Repayments under revolving credit facilities	(616,000		)	—			(132,086		)	—			(748,086		)
Borrowings under term loans	35,000			—			—			—			35,000
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			41,500			—			41,500
Repayments under receivables securitization facility	—			—			(121,500		)	—			(121,500		)
Repayments of other long-term debt	(925		)	(8,930		)	(35,207		)	—			(45,062		)
Payments of other obligations	—			(473		)	(32,386		)	—			(32,859		)
Investment and intercompany note activity with parent	—			38,446			480,620			(519,066		)	—
Dividends	—			(119,812		)	—			119,812			—
Net cash provided by (used in) financing activities	333,082			(90,769		)	322,882			(399,254		)	165,941
Effect of exchange rate changes on cash and equivalents	—			—			2,327			—			2,327
Net increase (decrease) in cash and equivalents	59,530			(4,560		)	35,748			—			90,718
Cash and equivalents, beginning of period	18,396			18,253			23,121			—			59,770
Cash and equivalents, end of period	$	77,926		$	13,693		$	58,869		$	—		$	150,488

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	(150		)	(68,344		)	(19,761		)	—			(88,255		)
Investment and intercompany note activity with subsidiaries	(132,006		)	—			—			132,006			—
Acquisitions, net of cash acquired	—			(183,716		)	(81,620		)	—			(265,336		)
Other investing activities, net	—			699			358			—			1,057
Net cash used in investing activities	(132,156		)	(251,361		)	(101,023		)	132,006			(352,534		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	17,693			—			—			—			17,693
Excess tax benefit from stock-based payments	15,737			—			—			—			15,737
Debt issuance costs	(30		)	—			(223		)	—			(253		)
Borrowings under revolving credit facilities	612,700			—			129,681			—			742,381
Repayments under revolving credit facilities	(832,700		)	—			(22,702		)	—			(855,402		)
Borrowings under term loans	200,000			—			—			—			200,000
Repayments under term loans	(20,000		)	—			—			—			(20,000		)
Borrowings under receivables securitization facility	—			—			82,700			—			82,700
Repayments under receivables securitization facility	—			—			(2,700		)	—			(2,700		)
Repayments other long-term debt	(3,065		)	(2,568		)	(13,158		)	—			(18,791		)
Payments of other obligations	—			(4,293		)	—			—			(4,293		)
Investment and intercompany note activity with parent	—			129,076			2,930			(132,006		)	—
Dividends	—			(159,047		)	—			159,047			—
Net cash (used in) provided by financing activities	(9,665		)	(36,832		)	176,528			27,041			157,072
Effect of exchange rate changes on cash and equivalents	—			—			795			—			795
Net increase in cash and equivalents	8,488			820			2,215			—			11,523
Cash and equivalents, beginning of period	9,908			17,433			20,906			—			48,247
Cash and equivalents, end of period	$	18,396		$	18,253		$	23,121		$	—		$	59,770

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Long-Term Obligations - Additional Information (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 27, 2014	May 03, 2013	Sep. 29, 2014	Sep. 28, 2012	May 09, 2013
Debt Instrument
Debt and capital lease obligations	$ 1,864,562,000	$ 1,305,781,000
RestrictivePaymentsUnderBorrowingAgreement	550,000,000
Loss on debt extinguishment	(324,000)	(2,795,000)	0
Receivables used as collateral for receivables securitization facility	129,500,000
Credit Agreement
Debt Instrument
Maximum credit agreement borrowings					1,800,000,000
Maximum increase of revolving credit facility or term loans				400,000,000
Maximum leverage ratio for incremental borrowings				2.50
Term loan quarterly repayment, percentage of initial balance				0.00%
Increment change in applicable margin				0.25%
Weighted average interest rates	2.10%	3.05%
Increment change in commitment fees				0.05%
Fronting fee on letters of credit in addition to participation commission				0.125%
Borrowings under credit agreement, carrying value	1,132,000,000	672,600,000
Current maturities of credit agreement	22,500,000
Outstanding letters of credit	60,400,000
Availability on the revolving credit facility	1,100,000,000
Fees capitalized				3,400,000	6,100,000
Payments of Financing Costs	3,700,000	7,200,000
Senior Notes
Debt Instrument
Debt instrument, face amount	600,000,000	600,000,000
Receivables securitization
Debt Instrument
Weighted average interest rates	0.93%
Receivables securitization maximum borrowing capacity						97,000,000	80,000,000
Borrowings under receivable securitization facility, carrying value	94,900,000	0
Amended Credit Agreement | Credit Agreement
Debt Instrument
Maximum credit agreement borrowings				2,300,000,000
Debt and capital lease obligations				450,000,000
Loss on debt extinguishment	300,000	1,100,000
Amended Credit Agreement | Multicurrency Component [Member] | Credit Agreement
Debt Instrument
Maximum revolving credit facility borrowings				1,690,000,000
Amended Credit Agreement | US Dollar Component [Member] | Credit Agreement
Debt Instrument
Maximum revolving credit facility borrowings				165,000,000
Original Credit Agreement | Credit Agreement
Debt Instrument
Loss on debt extinguishment		1,700,000
Four Point Seven Five Percent Senior Notes Due May 2023
Debt Instrument
Fees capitalized		$ 9,700,000
Senior notes interest rate								4.75%

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Restructuring and Acquisition Related Expenses - Additional Information (Details) (USD $)	12 Months Ended			9 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2013	Jun. 30, 2012
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	$ 14,806,000	$ 10,173,000	$ 2,751,000
Restructuring expenses
Restructuring Cost and Reserve
Expected additional charges	(6,000,000)
Acquisition-related expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	3,700,000	6,700,000	500,000
Europe | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	1,600,000
North America | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	1,000,000
Specialty | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	800,000
All 2013 Acquisitions | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses		2,100,000
2012 North America Acquisitions | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses		1,400,000
Keystone Specialty | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	5,800,000
Keystone Specialty | Acquisition-related expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses		900,000
All 2014 Europe Acquisitions [Member] | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	1,900,000
Netherlands Distributors | Acquisition-related expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses	1,900,000
Netherlands Distributors | Europe
Restructuring Cost and Reserve
Number of acquisitions	7
UK Paint
Restructuring Cost and Reserve
Number of acquisitions		5
UK Paint | Acquisition-related expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses		1,400,000
Sator | Acquisition-related expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses		3,600,000		3,600,000
Other Two Thousand Eleven And Two Thousand Twelve Acquisitions [Member] | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses			1,200,000
Refurbished Bumper And Wheel Restructuring [Member] | Restructuring expenses
Restructuring Cost and Reserve
Restructuring and acquisition related expenses					$ 1,100,000

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Changes in Fair Value of Contingent Consideration Obligations (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Contingent Consideration Obligations [Roll Forward]
Beginning balance	$ 55,653	$ 90,009
Contingent consideration liabilities recorded for business acquisitions	5,854	3,854	5,456
Payments	(52,363)	(39,117)
Loss (gain) included in earnings	(1,851)	2,504
Exchange rate effects	2	(1,597)
Ending balance	$ 7,295	$ 55,653	$ 90,009

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Summary of Transactions in Stock-Based Compensation Plans (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Including Options, Shares Available for Grant [Roll Forward]
Balance, beginning of period	2,151,232	2,558,213	2,351,362	1,433,582
Balance, end of period		2,151,232	2,558,213	2,351,362
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Balance, weighted average grant date fair value, beginning of period	$ 20.97	$ 16.63	$ 14.02	$ 11.80
Granted, weighted average grant date fair value		$ 31.82	$ 22.18	$ 15.86
Vested, weighted average grant date fair value		$ 17.01	$ 15.05	$ 13.09
Cancelled, weighted average grant date fair value		$ 20.73	$ 16.25	$ 14.03
Balance, weighted average grant date fair value, end of period		$ 20.97	$ 16.63	$ 14.02
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted	687,101	664,897	924,312	1,504,410
Vested		(975,462)	(594,961)	(467,208)
Cancelled		(96,416)	(122,500)	(119,422)
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestOutstandingWeightedAverageRemainingContractualTerm		2 years 3 months 19 days
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestAggregateIntrinsicValue		$ 58,877
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Balance, weighted average grant date fair value, beginning of period		$ 9.30	$ 9.47	$ 9.49
Vested, weighted average grant date fair value		$ 9.30	$ 9.51	$ 9.51
Balance, weighted average grant date fair value, end of period			$ 9.30	$ 9.47
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Balance, beginning of period		20,000	116,000	212,000
Vested		(20,000)	(96,000)	(96,000)
Balance, end of period			20,000	116,000
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options		5,207,772
Balance, beginning of period		6,832,331	9,355,070	13,078,092
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		126,755		0
Exercised		(1,687,700)	(2,399,419)	(3,446,472)
Cancelled		(63,614)	(123,320)	(276,550)
Balance, end of period		5,207,772	6,832,331	9,355,070
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Balance, weighted average exercise price, beginning of period		$ 7.04	$ 6.90	$ 6.47
Granted, weighted average exercise price		$ 32.31		$ 0.00
Exercised, weighted average exercise price		$ 5.52	$ 6.41	$ 5.13
Cancelled, weighted average exercise price		$ 16.10	$ 8.89	$ 8.30
Balance, weighted average exercise price, end of period		$ 8.04	$ 7.04	$ 6.90
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestOutstandingWeightedAverageRemainingContractualTerm		3 years 7 months 6 days
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestAggregateIntrinsicValue		105,038
Weighted average exercise price		$ 7.86
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options		4,843,084
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term		3 years 6 months
Exercisable stock options, intrinsic value		$ 100,341
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price		$ 8.04
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price		$ 7.40

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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.

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):

	December 31,
	2014		2013
Aftermarket and refurbished products	$	1,022,549	$	706,600
Salvage and remanufactured products	411,298		370,352
	$	1,433,847	$	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.

Our estimated useful lives are as follows:

Land improvements	10-20 years
Buildings and improvements	20-40 years
Furniture, fixtures and equipment	3-20 years
Computer equipment and software	3-10 years
Vehicles and trailers	3-10 years

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2013
Land and improvements	$	112,582		$	101,018
Buildings and improvements	173,366			143,535
Furniture, fixtures and equipment	337,125			282,862
Computer equipment and software	125,888			108,424
Vehicles and trailers	87,944			64,381
Leasehold improvements	129,309			108,625
	966,214			808,845
Less—Accumulated depreciation	(374,291		)	(294,183		)
Construction in progress	38,064			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):

	North America			Europe			Specialty		Total
Balance as of January 1, 2012	$	1,136,630		$	339,433		$	—	$	1,476,063
Business acquisitions and adjustments to previously recorded goodwill	201,742			(4,140		)	—		197,602
Exchange rate effects	1,459			15,160			—		16,619
Balance as of December 31, 2012	$	1,339,831		$	350,453		$	—	$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	27,035			208,412			—		235,447
Exchange rate effects	(7,929		)	19,642			—		11,713
Balance as of December 31, 2013	$	1,358,937		$	578,507		$	—	$	1,937,444
Business acquisitions and adjustments to previously recorded goodwill	43,752			91,916			280,035		415,703
Exchange rate effects	(10,657		)	(53,604		)	9		(64,252		)
Balance as of December 31, 2014	$	1,392,032		$	616,819		$	280,044	$	2,288,895

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			Net
Trade names and trademarks	$	173,340	$	(35,538	)	$	137,802	$	143,577	$	(27,950	)	$	115,627
Customer relationships	92,972		(26,751		)	66,221		29,583		(10,770		)	18,813
Software and other technology related assets	44,640		(10,387		)	34,253		20,384		(2,718		)	17,666
Covenants not to compete	11,074		(3,825		)	7,249		3,979		(2,346		)	1,633
	$	322,026	$	(76,501	)	$	245,525	$	197,523	$	(43,784	)	$	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.

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	$	10,574
Warranty expense	29,674
Warranty claims	(27,801		)
Balance as of December 31, 2013	$	12,447
Warranty expense	30,370
Warranty claims	(27,936		)
Balance as of December 31, 2014	$	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.

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.

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Commitments and Contingencies - Additional Information (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 148.5	$ 122.4	$ 101.1
Guaranteed residual value of operating leases	29.0
Gain on lawsuit settlements			$ 17.9

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Changes in Carrying Amount of Goodwill (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Roll Forward]
Beginning balance	$ 1,937,444	$ 1,690,284	$ 1,476,063
Business acquisitions and adjustments to previously recorded goodwill	415,703	235,447	197,602
Exchange rate effects	(64,252)	11,713	16,619
Ending balance	2,288,895	1,937,444	1,690,284
North America
Goodwill [Roll Forward]
Beginning balance	1,358,937	1,339,831	1,136,630
Business acquisitions and adjustments to previously recorded goodwill	43,752	27,035	201,742
Exchange rate effects	(10,657)	(7,929)	1,459
Ending balance	1,392,032	1,358,937	1,339,831
Europe
Goodwill [Roll Forward]
Beginning balance	578,507	350,453	339,433
Business acquisitions and adjustments to previously recorded goodwill	91,916	208,412	(4,140)
Exchange rate effects	(53,604)	19,642	15,160
Ending balance	616,819	578,507	350,453
Specialty
Goodwill [Roll Forward]
Beginning balance	0	0	0
Business acquisitions and adjustments to previously recorded goodwill	280,035	0	0
Exchange rate effects	9	0	0
Ending balance	$ 280,044	$ 0	$ 0

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis

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):

	Balance as of December 31, 2014		Fair Value Measurements as of December 31, 2014
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	28,242	$	—	$	28,242	$	—
Total Assets	$	28,242	$	—	$	28,242	$	—
Liabilities:
Contingent consideration liabilities	$	7,295	$	—	$	—	$	7,295
Deferred compensation liabilities	27,580		—		27,580		—
Interest rate swaps	5,218		—		5,218		—
Total Liabilities	$	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
Assets:
Cash surrender value of life insurance	$	25,745	$	—	$	25,745	$	—
Total Assets	$	25,745	$	—	$	25,745	$	—
Liabilities:
Contingent consideration liabilities	$	55,653	$	—	$	—	$	55,653
Deferred compensation liabilities	25,232		—		25,232		—
Foreign currency forward contracts	21,818		—		21,818		—
Interest rate swaps	8,470		—		8,470		—
Total Liabilities	$	111,173	$	—	$	55,520	$	55,653

Significant Unobservable Inputs Used In Fair Value Measurements

The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:

	December 31,
	2014		2013
Unobservable Input	(Weighted Average)
Probability of achieving payout targets	79.1	%	70.6	%
Discount rate	7.5	%	6.5	%

Changes In Fair Value Of Contingent Consideration Obligations

Changes in the fair value of our contingent consideration obligations are as follows (in thousands):

Balance as of January 1, 2013	$	90,009
Contingent consideration liabilities recorded for business acquisitions	3,854
Payments	(39,117		)
Increase in fair value included in earnings	2,504
Exchange rate effects	(1,597		)
Balance as of December 31, 2013	$	55,653
Contingent consideration liabilities recorded for business acquisitions	5,854
Payments	(52,363		)
Decrease in fair value included in earnings	(1,851		)
Exchange rate effects	2
Balance as of December 31, 2014	$	7,295

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Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Terms Of Interest Rate Swap Agreements

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	$	420,000	$	420,000	$	2,691	$	1,615	$	—	$	8,099
GBP denominated	£	50,000	£	50,000	—		893		—		345
CAD denominated	C$	25,000	C$	25,000	—		19		—		26
Foreign currency forward contracts
EUR denominated	€	—	€	149,976	—		—		11,632		—
GBP denominated	£	—	£	70,000	—		—		10,186		—
Total cash flow hedges					$	2,691	$	2,527	$	21,818	$	8,470

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Derivative Instruments and Hedging Activities - Additional Information (Details)	12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2013 Foreign Exchange Forward Pound Sterling Notional Amount GBP (£)	Dec. 31, 2013 Foreign Exchange Forward Euro Notional Amount EUR (€)
Derivative
Derivative, Notional Amount		£ 70,000,000	€ 149,976,000
Payments for (Proceeds from) Derivative Instrument, Financing Activities	20,000,000
Net loss included in accumulated other comprehensive income (loss) to be reclassified into interest expense within the next 12 months	$ (3,100,000)

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Components of Other Intangibles (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets
Gross carrying amount	$ 322,026	$ 197,523
Accumulated amortization	(76,501)	(43,784)
Net	245,525	153,739
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	14 years
Trade names and trademarks
Finite-Lived Intangible Assets
Gross carrying amount	173,340	143,577
Accumulated amortization	(35,538)	(27,950)
Net	137,802	115,627
Customer relationships
Finite-Lived Intangible Assets
Gross carrying amount	92,972	29,583
Accumulated amortization	(26,751)	(10,770)
Net	66,221	18,813
Software and technology related assets
Finite-Lived Intangible Assets
Gross carrying amount	44,640	20,384
Accumulated amortization	(10,387)	(2,718)
Net	34,253	17,666
Covenants not to compete
Finite-Lived Intangible Assets
Gross carrying amount	11,074	3,979
Accumulated amortization	(3,825)	(2,346)
Net	$ 7,249	$ 1,633

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Lease Commitments

The future minimum lease commitments under these leases at December 31, 2014 are as follows (in thousands):

Years ending December 31:
2015	$	138,670
2016	121,263
2017	100,363
2018	81,635
2019	65,001
Thereafter	253,329
Future Minimum Lease Payments	$	760,261

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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Purchase Price Allocations For Acquisitions

The purchase price allocations for the acquisitions completed during 2014 and 2013 are as follows (in thousands):

	Year Ended									Year Ended
	December 31, 2014									December 31, 2013
	Keystone Specialty			Other Acquisitions			Total			Sator			Other Acquisitions			Total
Receivables	$	48,473		$	75,330		$	123,803		$	61,639		$	38,685		$	100,324
Receivable reserves	(7,748		)	(7,383		)	(15,131		)	(8,563		)	(3,246		)	(11,809		)
Inventory	150,696			123,815			274,511			71,784			26,455			98,239
Income taxes receivable	14,096			—			14,096			—			—			—
Prepaid expenses and other current assets	8,085			4,050			12,135			7,184			1,933			9,117
Property and equipment	38,080			27,026			65,106			19,484			14,015			33,499
Goodwill	237,729			177,974			415,703			142,721			92,726			235,447
Other intangibles	78,110			51,135			129,245			45,293			12,353			57,646
Other assets	6,159			2,793			8,952			2,049			1,251			3,300
Deferred income taxes	(26,591		)	313			(26,278		)	(14,100		)	(564		)	(14,664		)
Current liabilities assumed	(63,513		)	(52,961		)	(116,474		)	(49,593		)	(36,799		)	(86,392		)
Debt assumed	—			(32,441		)	(32,441		)	—			(664		)	(664		)
Other noncurrent liabilities assumed	(11,675		)	(10,573		)	(22,248		)	(5,074		)	—			(5,074		)
Contingent consideration liabilities	—			(5,854		)	(5,854		)	—			(3,854		)	(3,854		)
Other purchase price obligations	(13,351		)	(333		)	(13,684		)	—			(214		)	(214		)
Notes issued	(31,500		)	(13,535		)	(45,035		)	—			(7,482		)	(7,482		)
Settlement of pre-existing balances	—			(5,052		)	(5,052		)	—			—			—
Cash used in acquisitions, net of cash acquired	$	427,050		$	334,304		$	761,354		$	272,824		$	134,595		$	407,419

Pro Forma Effect Of Businesses Acquired

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):

	Year Ended December 31,
	2014		2013		2012
Revenue, as reported	$	6,740,064	$	5,062,528	$	4,122,930
Revenue of purchased businesses for the period prior to acquisition:
Keystone Specialty	3,443		696,960		—
Sator	—		126,309		369,934
Other acquisitions	302,853		695,596		440,938
Pro forma revenue	$	7,046,360	$	6,581,393	$	4,933,802
Net income, as reported	$	381,519	$	311,623	$	261,225
Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
Keystone Specialty	637		40,460		—
Sator	—		5,712		6,032
Other acquisitions	11,490		19,367		18,363
Pro forma net income	$	393,646	$	377,162	$	285,620
Earnings per share-basic, as reported	$	1.26	$	1.04	$	0.88
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty	0.00		0.14		—
Sator	—		0.02		0.02
Other acquisitions	0.04		0.06		0.06
Pro forma earnings per share-basic (1)	$	1.30	$	1.26	$	0.97
Earnings per share-diluted, as reported	$	1.25	$	1.02	$	0.87
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty	0.00		0.13		—
Sator	—		0.02		0.02
Other acquisitions	0.04		0.06		0.06
Pro forma earnings per share-diluted (1)	$	1.29	$	1.24	$	0.95

(1) The sum of the individual earnings per share amounts may not equal the total due to rounding.

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Business

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

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.

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Computation Of Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):

	Year Ended December 31,
	2014		2013		2012
Net Income	$	381,519	$	311,623	$	261,225
Denominator for basic earnings per share—Weighted-average shares outstanding	302,343		299,574		295,810
Effect of dilutive securities:
RSUs	791		845		479
Stock options	2,905		3,696		4,346
Restricted stock	6		16		58
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding	306,045		304,131		300,693
Earnings per share, basic	$	1.26	$	1.04	$	0.88
Earnings per share, diluted	$	1.25	$	1.02	$	0.87

Schedule Of Antidilutive Securities Excluded From Computation Of Diluted Earnings Per Share

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):

	Year Ended December 31,
	2014	2013	2012
Antidilutive securities:
RSUs	289	—	—
Stock options	116	—	—

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Schedule of Assets by Reportable Segment (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information
Receivables, net	$ 601,422	$ 458,094	$ 311,808
Inventory	1,433,847	1,076,952	900,803
Property and Equipment, net	629,987	546,651	494,379
Other unallocated assets	2,908,236	2,437,077	2,016,466
Total Assets	5,573,492	4,518,774	3,723,456
North America
Segment Reporting Information
Receivables, net	322,713	277,395	241,627
Inventory	826,429	748,167	750,565
Property and Equipment, net	456,288	447,528	434,010
Europe
Segment Reporting Information
Receivables, net	227,987	180,699	70,181
Inventory	402,488	328,785	150,238
Property and Equipment, net	128,309	99,123	60,369
Specialty
Segment Reporting Information
Receivables, net	50,722
Inventory	204,930
Property and Equipment, net	$ 45,390

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Summary of Significant Accounting Policies Schedule of Inventory (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Product Information
Inventory	$ 1,433,847	$ 1,076,952	$ 900,803
Aftermarket and refurbished products
Product Information
Inventory	1,022,549	706,600
Salvage and remanufactured products
Product Information
Inventory	$ 411,298	$ 370,352

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Schedule of Long-Term Obligations (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Debt Instrument
Less current maturities	$ (63,515,000)	$ (41,535,000)
Long-Term Obligations, Excluding Current Portion	1,801,047,000	1,264,246,000
Long-term obligations, total	1,864,562,000	1,305,781,000
Loans Payable
Debt Instrument
Term loan	433,125,000	438,750,000
Revolving Credit Facility [Member]
Debt Instrument
Long-term Line of Credit	663,912,000	233,804,000
Senior Notes
Debt Instrument
Debt instrument, face amount	600,000,000	600,000,000
Receivables securitization
Debt Instrument
Borrowings under receivable securitization facility, carrying value	94,900,000	0
Notes payable
Debt Instrument
Notes Payable	45,891,000	15,730,000
Other long-term debt
Debt Instrument
Other long-term debt	$ 26,734,000	$ 17,497,000

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Income Taxes Schedule of Income before Income Tax, Domestic and Foreign (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Domestic income from continuing operations before provision for income taxes	$ 460,637	$ 361,283	$ 348,150
Foreign income from continuing operations before provision for income taxes	127,251	114,544	61,017
Income before provision for income taxes	$ 587,888	$ 475,827	$ 409,167

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and equivalents	$ 114,605	$ 150,488
Receivables, net	601,422	458,094
Inventory	1,433,847	1,076,952
Deferred income taxes	81,744	63,938
Prepaid expenses and other current assets	85,799	50,345
Total Current Assets	2,317,417	1,799,817
Property and Equipment, net	629,987	546,651
Intangible Assets:
Goodwill	2,288,895	1,937,444
Other intangibles, net	245,525	153,739
Other Assets	91,668	81,123
Total Assets	5,573,492	4,518,774
Current Liabilities:
Accounts payable	400,202	349,069
Accrued expenses:
Accrued payroll-related liabilities	86,016	58,695
Other accrued expenses	164,148	140,074
Contingent consideration liabilities	4,293	52,465
Other current liabilities	32,522	36,115
Current portion of long-term obligations	63,515	41,535
Total Current Liabilities	750,696	677,953
Long-Term Obligations, Excluding Current Portion	1,801,047	1,264,246
Deferred Income Taxes	181,662	133,822
Other Noncurrent Liabilities	119,430	92,008
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	3,035	3,008
Additional paid-in capital	1,054,686	1,006,084
Retained earnings	1,703,161	1,321,642
Accumulated other comprehensive (loss) income	(40,225)	20,011
Total Stockholders’ Equity	2,720,657	2,350,745
Total Liabilities and Stockholders’ Equity	$ 5,573,492	$ 4,518,774

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Changes in Warranty Reserve (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Warranty Reserve [Roll Forward]
Beginning balance	$ 12,447	$ 10,574
Warranty expense	30,370	29,674
Warranty claims	(27,936)	(27,801)
Ending balance	$ 14,881	$ 12,447

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 381,519	$ 311,623	$ 261,225
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	125,437	86,463	70,165
Stock-based compensation expense	22,021	22,036	15,634
Deferred income taxes	6,242	4,279	4,222
Excess tax benefit from stock-based payments	(17,814)	(18,348)	(15,737)
Other	6,593	9,630	4,515
Changes in operating assets and liabilities, net of effects from acquisitions:
Receivables	(61,739)	(44,670)	(12,813)
Inventory	(122,590)	(69,222)	(95,042)
Prepaid expenses and other assets	(19,191)	(5,224)	(18,952)
Prepaid income taxes/income taxes payable	18,428	49,993	(774)
Accounts payable	(5,474)	49,641	(15,097)
Accrued expenses and other current liabilities	32,179	23,256	2,208
Other noncurrent liabilities	5,286	8,599	6,636
Net cash provided by operating activities	370,897	428,056	206,190
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(140,950)	(90,186)	(88,255)
Acquisitions, net of cash acquired	(775,921)	(408,384)	(265,336)
Payments for (Proceeds from) Other Investing Activities	4,123	7,036	(1,057)
Net cash used in investing activities	(920,994)	(505,606)	(352,534)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	9,324	15,392	17,693
Excess tax benefit from stock-based payments	17,814	18,348	15,737
Debt issuance costs	(3,750)	(16,940)	(253)
Proceeds from issuance of senior notes	0	600,000	0
Borrowings under revolving credit facilities	1,587,644	437,023	742,381
Repayments under revolving credit facilities	(1,098,518)	(748,086)	(855,402)
Borrowings under term loans	11,250	35,000	200,000
Repayments under term loans	(16,875)	(16,875)	(20,000)
Borrowings under receivables securitization facility	95,050	41,500	82,700
Repayments under receivables securitization facility	(150)	(121,500)	(2,700)
Repayments of other long-term debt	(40,051)	(45,062)	(18,791)
Payments of other obligations	(41,992)	(32,859)	(4,293)
Proceeds from (Payments for) Other Financing Activities	(743)	0	0
Net cash provided by financing activities	519,003	165,941	157,072
Effect of exchange rate changes on cash and equivalents	(4,789)	2,327	795
Net (decrease) increase in cash and equivalents	(35,883)	90,718	11,523
Cash and equivalents, beginning of period	150,488	59,770	48,247
Cash and equivalents, end of period	114,605	150,488	59,770
Supplemental disclosure of cash paid for:
Income taxes, net of refunds	176,955	110,862	146,478
Interest	59,678	45,253	29,026
Supplemental disclosure of noncash investing and financing activities:
Notes payable and other obligations, including notes issued and debt assumed in connection with business acquisitions	96,258	8,360	21,626
Contingent consideration liabilities	5,854	3,854	5,456
Non-cash property and equipment additions	$ 2,293	$ 6,615	$ 21,031

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on recurring basis	$ 28,242	$ 25,745
Fair value liabilities measured on recurring basis	40,093	111,173
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on recurring basis	28,242	25,745
Fair value liabilities measured on recurring basis	32,798	55,520
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis	7,295	55,653
Cash surrender value of life insurance
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on recurring basis	28,242	25,745
Cash surrender value of life insurance | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value assets measured on recurring basis	28,242	25,745
Contingent Consideration Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis	7,295	55,653
Contingent Consideration Liabilities | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis	7,295	55,653
Deferred Compensation Liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis	27,580	25,232
Deferred Compensation Liabilities | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis	27,580	25,232
Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis		21,818
Foreign Exchange Forward | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis		21,818
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis	5,218	8,470
Interest Rate Swap | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Fair value liabilities measured on recurring basis	$ 5,218	$ 8,470

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Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Schedule Of Financial Performance By Reportable Segment

	North America		Europe		Specialty		Eliminations			Consolidated
Year Ended December 31, 2014
Revenue:
Third Party	$	4,088,701	$	1,846,155	$	805,208	$	—		$	6,740,064
Intersegment	589		—		1,807		(2,396		)	—
Total segment revenue	$	4,089,290	$	1,846,155	$	807,015	$	(2,396	)	$	6,740,064
Segment EBITDA	$	543,943	$	167,155	$	79,453	$	—		$	790,551
Depreciation and amortization	70,434		34,391		20,612		—			125,437
Year Ended December 31, 2013
Revenue:
Third Party	$	3,802,929	$	1,259,599	$	—	$	—		$	5,062,528
Intersegment	—		—		—		—			—
Total segment revenue	$	3,802,929	$	1,259,599	$	—	$	—		$	5,062,528
Segment EBITDA	$	486,831	$	141,756	$	—	$	—		$	628,587
Depreciation and amortization	65,606		20,857		—		—			86,463
Year Ended December 31, 2012
Revenue:
Third Party	$	3,426,858	$	696,072	$	—	$	—		$	4,122,930
Intersegment	—		—		—		—			—
Total segment revenue	$	3,426,858	$	696,072	$	—	$	—		$	4,122,930
Segment EBITDA	$	441,268	$	73,673	$	—	$	—		$	514,941
Depreciation and amortization	59,132		11,033		—		—			70,165

Reconciliation Of Earnings Before Interest Taxes Depreciation And Amortization To Net Income Table [Text Block]

The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands):

	Year Ended December 31,
	2014			2013		2012
Segment EBITDA	$	790,551		$	628,587	$	514,941
Deduct:
Restructuring and acquisition related expenses(1)	14,806			10,173		2,751
Change in fair value of contingent consideration liabilities (2)	(1,851		)	2,504		1,643
Add:
Equity in earnings of unconsolidated subsidiaries	(2,105		)	—		—
EBITDA	775,491			615,910		510,547
Depreciation and amortization	125,437			86,463		70,165
Interest expense, net	63,947			50,825		31,215
Loss on debt extinguishment	324			2,795		—
Provision for income taxes	204,264			164,204		147,942
Net income	$	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.

Schedule Of Capital Expenditures By Reportable Segment

The following table presents capital expenditures, which includes additions to property and equipment, by reportable segment (in thousands):

	Year Ended December 31,
	2014		2013		2012
Capital Expenditures
North America	$	86,172	$	66,288	$	73,331
Europe	44,896		23,898		14,924
Specialty	9,882		—		—
	$	140,950	$	90,186	$	88,255

Schedule Of Assets By Reportable Segment

The following table presents assets by reportable segment (in thousands):

	December 31,
	2014		2013		2012
Receivables, net
North America	$	322,713	$	277,395	$	241,627
Europe	227,987		180,699		70,181
Specialty	50,722		—		—
Total receivables, net	601,422		458,094		311,808
Inventory
North America	826,429		748,167		750,565
Europe	402,488		328,785		150,238
Specialty	204,930		—		—
Total inventory	1,433,847		1,076,952		900,803
Property and Equipment, net
North America	456,288		447,528		434,010
Europe	128,309		99,123		60,369
Specialty	45,390		—		—
Total property and equipment, net	629,987		546,651		494,379
Other unallocated assets	2,908,236		2,437,077		2,016,466
Total assets	$	5,573,492	$	4,518,774	$	3,723,456

Schedule Of Revenue By Geographic Area

The following table sets forth our revenue by geographic area (in thousands):

	Year Ended December 31,
	2014		2013		2012
Revenue
United States	$	4,499,743	$	3,544,360	$	3,209,024
United Kingdom	1,321,786		981,585		696,072
Other countries	918,535		536,583		217,834
	$	6,740,064	$	5,062,528	$	4,122,930

Schedule Of Tangible Long-Lived Assets By Geographic Area

The following table sets forth our tangible long-lived assets by geographic area (in thousands):

	December 31,
	2014		2013
Long-lived Assets
United States	$	469,450	$	418,869
United Kingdom	92,813		77,827
Other countries	67,724		49,955
	$	629,987	$	546,651

Schedule Of Revenue By Product Category

The following table sets forth our revenue by product category (in thousands):

	Year Ended December 31,
	2014		2013		2012
Aftermarket, other new and refurbished products	$	4,613,454	$	3,034,599	$	2,286,853
Recycled, remanufactured and related products and services	1,473,305		1,394,981		1,277,023
Other	653,305		632,948		559,054
	$	6,740,064	$	5,062,528	$	4,122,930

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Purchase Price Allocations for Acquisitions (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Business Acquisition
Goodwill	$ 2,288,895	$ 1,937,444	$ 1,690,284	$ 1,476,063
Keystone Specialty
Business Acquisition
Receivables	48,473
Receivable reserves	(7,748)
Inventory	150,696
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Income Tax Receivable	14,096
Prepaid expenses and other current assets	8,085
Property and equipment	38,080
Goodwill	237,729
Other intangibles	78,110
Other assets	6,159
Deferred income taxes	(26,591)
Current liabilities assumed	(63,513)
Debt assumed	0
Other noncurrent liabilities assumed	(11,675)
Contingent consideration liabilities	0
Other purchase price obligations	(13,351)
Notes issued	(31,500)
Cash used in acquisitions, net of cash acquired	427,050
All 2014 Acquisitions Excluding Keystone Specialty
Business Acquisition
Receivables	75,330
Receivable reserves	(7,383)
Inventory	123,815
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Income Tax Receivable	0
Prepaid expenses and other current assets	4,050
Property and equipment	27,026
Goodwill	177,974
Other intangibles	51,135
Other assets	2,793
Deferred income taxes	313
Current liabilities assumed	(52,961)
Debt assumed	(32,441)
Other noncurrent liabilities assumed	(10,573)
Contingent consideration liabilities	(5,854)
Other purchase price obligations	(333)
Notes issued	(13,535)
Business Acquisition Cost of Acquired Entity Settlement of Pre-existing Balances	(5,052)
Cash used in acquisitions, net of cash acquired	334,304
All 2014 Acquisitions
Business Acquisition
Receivables	123,803
Receivable reserves	(15,131)
Inventory	274,511
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Income Tax Receivable	14,096
Prepaid expenses and other current assets	12,135
Property and equipment	65,106
Goodwill	415,703
Other intangibles	129,245
Other assets	8,952
Deferred income taxes	(26,278)
Current liabilities assumed	(116,474)
Debt assumed	(32,441)
Other noncurrent liabilities assumed	(22,248)
Contingent consideration liabilities	(5,854)
Other purchase price obligations	(13,684)
Notes issued	(45,035)
Business Acquisition Cost of Acquired Entity Settlement of Pre-existing Balances	(5,052)
Cash used in acquisitions, net of cash acquired	761,354
Sator
Business Acquisition
Receivables		61,639
Receivable reserves		(8,563)
Inventory		71,784
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Income Tax Receivable		0
Prepaid expenses and other current assets		7,184
Property and equipment		19,484
Goodwill		142,721
Other intangibles		45,293
Other assets		2,049
Deferred income taxes		(14,100)
Current liabilities assumed		(49,593)
Debt assumed		0
Other noncurrent liabilities assumed		(5,074)
Contingent consideration liabilities		0
Other purchase price obligations		0
Notes issued		0
Cash used in acquisitions, net of cash acquired		272,824
All 2013 Acquisitions Excluding Sator
Business Acquisition
Receivables		38,685
Receivable reserves		(3,246)
Inventory		26,455
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Income Tax Receivable		0
Prepaid expenses and other current assets		1,933
Property and equipment		14,015
Goodwill		92,726
Other intangibles		12,353
Other assets		1,251
Deferred income taxes		(564)
Current liabilities assumed		(36,799)
Debt assumed		(664)
Other noncurrent liabilities assumed		0
Contingent consideration liabilities		(3,854)
Other purchase price obligations		(214)
Notes issued		(7,482)
Cash used in acquisitions, net of cash acquired		134,595
All 2013 Acquisitions
Business Acquisition
Receivables		100,324
Receivable reserves		(11,809)
Inventory		98,239
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Income Tax Receivable		0
Prepaid expenses and other current assets		9,117
Property and equipment		33,499
Goodwill		235,447
Other intangibles		57,646
Other assets		3,300
Deferred income taxes		(14,664)
Current liabilities assumed		(86,392)
Debt assumed		(664)
Other noncurrent liabilities assumed		(5,074)
Contingent consideration liabilities		(3,854)
Other purchase price obligations		(214)
Notes issued		(7,482)
Cash used in acquisitions, net of cash acquired		$ 407,419

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Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2014

Condensed Consolidating Financial Information [Abstract]

Condensed Consolidating Financial Information

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.

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands)
	December 31, 2014
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	14,930	$	32,103	$	67,572	$	—		$	114,605
Receivables, net	145		217,542		383,735		—			601,422
Intercompany receivables, net	1,360		—		8,048		(9,408		)	—
Inventory	—		964,477		469,370		—			1,433,847
Deferred income taxes	4,064		62,850		10,215		4,615			81,744
Prepaid expenses and other current assets	20,640		36,553		28,606		—			85,799
Total Current Assets	41,139		1,313,525		967,546		(4,793		)	2,317,417
Property and Equipment, net	494		470,791		158,702		—			629,987
Intangible Assets:
Goodwill	—		1,563,796		725,099		—			2,288,895
Other intangibles, net	—		155,819		89,706		—			245,525
Investment in Subsidiaries	3,216,039		279,967		—		(3,496,006		)	—
Intercompany Notes Receivable	667,949		23,449		—		(691,398		)	—
Other Assets	49,601		24,457		20,481		(2,871		)	91,668
Total Assets	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	682	$	182,607	$	216,913	$	—		$	400,202
Intercompany payables, net	—		8,048		1,360		(9,408		)	—
Accrued expenses:
Accrued payroll-related liabilities	8,075		48,850		29,091		—			86,016
Other accrued expenses	8,061		83,857		72,230		—			164,148
Contingent consideration liabilities	—		3,263		1,030		—			4,293
Other current liabilities	283		12,934		14,690		4,615			32,522
Current portion of long-term obligations	55,172		4,599		3,744		—			63,515
Total Current Liabilities	72,273		344,158		339,058		(4,793		)	750,696
Long-Term Obligations, Excluding Current Portion	1,150,624		6,561		643,862		—			1,801,047
Intercompany Notes Payable	—		649,824		41,574		(691,398		)	—
Deferred Income Taxes	—		156,727		27,806		(2,871		)	181,662
Other Noncurrent Liabilities	31,668		60,213		27,549		—			119,430
Stockholders’ Equity	2,720,657		2,614,321		881,685		(3,496,006		)	2,720,657
Total Liabilities and Stockholders' Equity	$	3,975,222	$	3,831,804	$	1,961,534	$	(4,195,068	)	$	5,573,492

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands)
	December 31, 2013
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	77,926	$	13,693	$	58,869	$	—		$	150,488
Receivables, net	—		126,926		331,168		—			458,094
Intercompany receivables, net	2,275		6,923		—		(9,198		)	—
Inventory	—		687,164		389,788		—			1,076,952
Deferred income taxes	3,189		57,422		3,327		—			63,938
Prepaid expenses and other current assets	7,924		24,190		18,231		—			50,345
Total Current Assets	91,314		916,318		801,383		(9,198		)	1,799,817
Property and Equipment, net	668		419,617		126,366		—			546,651
Intangible Assets:
Goodwill	—		1,248,746		688,698		—			1,937,444
Other intangibles, net	—		56,069		97,670		—			153,739
Investment in Subsidiaries	2,364,586		264,815		—		(2,629,401		)	—
Intercompany Notes Receivable	959,185		118,740		—		(1,077,925		)	—
Other Assets	49,218		20,133		17,241		(5,469		)	81,123
Total Assets	$	3,464,971	$	3,044,438	$	1,731,358	$	(3,721,993	)	$	4,518,774
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	314	$	147,708	$	201,047	$	—		$	349,069
Intercompany payables, net	—		—		9,198		(9,198		)	—
Accrued expenses:
Accrued payroll-related liabilities	5,236		32,850		20,609		—			58,695
Other accrued expenses	26,714		56,877		56,483		—			140,074
Contingent consideration liabilities	—		1,923		50,542		—			52,465
Other current liabilities	2,803		13,039		20,273		—			36,115
Current portion of long-term obligations	24,421		3,030		14,084		—			41,535
Total Current Liabilities	59,488		255,427		372,236		(9,198		)	677,953
Long-Term Obligations, Excluding Current Portion	1,016,249		6,554		241,443		—			1,264,246
Intercompany Notes Payable	—		611,274		466,651		(1,077,925		)	—
Deferred Income Taxes	—		110,110		29,181		(5,469		)	133,822
Other Noncurrent Liabilities	38,489		46,417		7,102		—			92,008
Stockholders’ Equity	2,350,745		2,014,656		614,745		(2,629,401		)	2,350,745
Total Liabilities and Stockholders’ Equity	$	3,464,971	$	3,044,438	$	1,731,358	$	(3,721,993	)	$	4,518,774

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	4,649,391		$	2,221,831		$	(131,158	)	$	6,740,064
Cost of goods sold	—			2,813,427			1,405,882			(131,158		)	4,088,151
Gross margin	—			1,835,964			815,949			—			2,651,913
Facility and warehouse expenses	—			382,937			143,354			—			526,291
Distribution expenses	—			389,430			187,911			—			577,341
Selling, general and administrative expenses	25,770			460,516			276,602			—			762,888
Restructuring and acquisition related expenses	—			8,628			6,178			—			14,806
Depreciation and amortization	218			81,253			39,248			—			120,719
Operating (loss) income	(25,988		)	513,200			162,656			—			649,868
Other expense (income):
Interest expense	50,636			635			13,271			—			64,542
Intercompany interest (income) expense, net	(48,556		)	23,865			24,691			—			—
Loss on debt extinguishment	324			—			—			—			324
Change in fair value of contingent consideration liabilities	—			(2,081		)	230			—			(1,851		)
Interest and other expense (income), net	230			(6,278		)	5,013			—			(1,035		)
Total other expense, net	2,634			16,141			43,205			—			61,980
(Loss) income before (benefit) provision for income taxes	(28,622		)	497,059			119,451			—			587,888
(Benefit) provision for income taxes	(10,536		)	190,456			24,344			—			204,264
Equity in earnings of unconsolidated subsidiaries	—			40			(2,145		)	—			(2,105		)
Equity in earnings of subsidiaries	399,605			28,846			—			(428,451		)	—
Net income	$	381,519		$	335,489		$	92,962		$	(428,451	)	$	381,519

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2013
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	3,576,269		$	1,598,832	$	(112,573	)	$	5,062,528
Cost of goods sold	—			2,100,804			998,895		(112,573		)	2,987,126
Gross margin	—			1,475,465			599,937		—			2,075,402
Facility and warehouse expenses	—			323,042			102,039		—			425,081
Distribution expenses	—			297,908			134,039		—			431,947
Selling, general and administrative expenses	26,778			377,481			192,793		—			597,052
Restructuring and acquisition related expenses	—			1,406			8,767		—			10,173
Depreciation and amortization	250			55,802			24,917		—			80,969
Operating (loss) income	(27,028		)	419,826			137,382		—			530,180
Other expense (income):
Interest expense	42,442			640			8,102		—			51,184
Intercompany interest (income) expense, net	(45,459		)	21,978			23,481		—			—
Loss on debt extinguishment	2,795			—			—		—			2,795
Change in fair value of contingent consideration liabilities	—			(744		)	3,248		—			2,504
Interest and other expense (income), net	252			(2,858		)	476		—			(2,130		)
Total other expense, net	30			19,016			35,307		—			54,353
(Loss) income before (benefit) provision for income taxes	(27,058		)	400,810			102,075		—			475,827
(Benefit) provision for income taxes	(7,193		)	151,369			20,028		—			164,204
Equity in earnings of subsidiaries	331,488			22,050			—		(353,538		)	—
Net income	$	311,623		$	271,491		$	82,047	$	(353,538	)	$	311,623

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands)
	Year Ended December 31, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	3,236,507		$	976,710		$	(90,287	)	$	4,122,930
Cost of goods sold	—			1,886,098			602,979			(90,287		)	2,398,790
Gross margin	—			1,350,409			373,731			—			1,724,140
Facility and warehouse expenses	—			287,036			60,881			—			347,917
Distribution expenses	—			281,011			94,824			—			375,835
Selling, general and administrative expenses	21,098			346,596			127,897			—			495,591
Restructuring and acquisition related expenses	—			1,812			939			—			2,751
Depreciation and amortization	296			49,782			14,015			—			64,093
Operating (loss) income	(21,394		)	384,172			75,175			—			437,953
Other expense (income):
Interest expense	24,272			308			6,849			—			31,429
Intercompany interest (income) expense, net	(37,491		)	27,377			10,114			—			—
Change in fair value of contingent consideration liabilities	—			(1,943		)	3,586			—			1,643
Interest and other income, net	(43		)	(3,638		)	(605		)	—			(4,286		)
Total other (income) expense, net	(13,262		)	22,104			19,944			—			28,786
(Loss) income before (benefit) provision for income taxes	(8,132		)	362,068			55,231			—			409,167
(Benefit) provision for income taxes	(3,287		)	140,150			11,079			—			147,942
Equity in earnings of subsidiaries	266,070			12,481			—			(278,551		)	—
Net income	$	261,225		$	234,399		$	44,152		$	(278,551	)	$	261,225

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2014
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	381,519		$	335,489		$	92,962		$	(428,451	)	$	381,519
Other comprehensive (loss) income, net of tax:
Foreign currency translation	(51,979		)	(17,710		)	(49,559		)	67,269			(51,979		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	2,195			—			(444		)	444			2,195
Net change in unrealized gains/losses on pension plan, net of tax	(10,452		)	—			(10,452		)	10,452			(10,452		)
Total other comprehensive (loss) income	(60,236		)	(17,710		)	(60,455		)	78,165			(60,236		)
Total comprehensive income	$	321,283		$	317,779		$	32,507		$	(350,286	)	$	321,283

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2013
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Net income	$	311,623	$	271,491	$	82,047	$	(353,538	)	$	311,623
Other comprehensive income, net of tax:
Foreign currency translation	14,056		7,168		15,495		(22,663		)	14,056
Net change in unrecognized gains/losses on derivative instruments, net of tax	4,495		—		1,322		(1,322		)	4,495
Net change in unrealized gain on pension plan, net of tax	701		—		701		(701		)	701
Total other comprehensive income	19,252		7,168		17,518		(24,686		)	19,252
Total comprehensive income	$	330,875	$	278,659	$	99,565	$	(378,224	)	$	330,875

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands)
	Year Ended December 31, 2012
	Parent			Guarantors		Non-Guarantors			Eliminations			Consolidated
Net income	$	261,225		$	234,399	$	44,152		$	(278,551	)	$	261,225
Other comprehensive income (loss), net of tax:
Foreign currency translation	12,921			5,278		12,334			(17,612		)	12,921
Net change in unrecognized gains/losses on derivative instruments, net of tax	(3,201		)	—		(519		)	519			(3,201		)
Total other comprehensive income	9,720			5,278		11,815			(17,093		)	9,720
Total comprehensive income	$	270,945		$	239,677	$	55,967		$	(295,644	)	$	270,945

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	(44		)	(85,182		)	(55,724		)	—			(140,950		)
Investment and intercompany note activity with subsidiaries	(477,007		)	(608		)	—			477,615			—
Acquisitions, net of cash acquired	—			(635,171		)	(140,750		)	—			(775,921		)
Other investing activities, net	—			768			(4,891		)	—			(4,123		)
Net cash used in investing activities	(477,051		)	(720,193		)	(201,365		)	477,615			(920,994		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	9,324			—			—			—			9,324
Excess tax benefit from stock-based payments	17,814			—			—			—			17,814
Debt issuance costs	(3,675		)	—			(75		)	—			(3,750		)
Borrowings under revolving credit facilities	867,000			—			720,644			—			1,587,644
Repayments under revolving credit facilities	(727,000		)	—			(371,518		)	—			(1,098,518		)
Borrowings under term loans	11,250			—			—			—			11,250
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			95,050			—			95,050
Repayments under receivables securitization facility	—			—			(150		)	—			(150		)
Repayments of other long-term debt	(1,921		)	(2,310		)	(35,820		)	—			(40,051		)
Payments of other obligations	—			(464		)	(41,528		)	—			(41,992		)
Other financing activities, net	(13,083		)	12,340			—			—			(743		)
Investment and intercompany note activity with parent	—			576,384			(98,769		)	(477,615		)	—
Dividends	—			(274,225		)	—			274,225			—
Net cash provided by financing activities	142,834			311,725			267,834			(203,390		)	519,003
Effect of exchange rate changes on cash and equivalents	—			(371		)	(4,418		)	—			(4,789		)
Net (decrease) increase in cash and equivalents	(62,996		)	18,410			8,703			—			(35,883		)
Cash and equivalents, beginning of period	77,926			13,693			58,869			—			150,488
Cash and equivalents, end of period	$	14,930		$	32,103		$	67,572		$	—		$	114,605

LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands)
	Year Ended December 31, 2013
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	160,620		$	260,567		$	126,681		$	(119,812	)	$	428,056
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	—			(57,219		)	(32,967		)	—			(90,186		)
Investment and intercompany note activity with subsidiaries	(434,172		)	(84,894		)	—			519,066			—
Acquisitions, net of cash acquired	—			(33,436		)	(374,948		)	—			(408,384		)
Other investing activities, net	—			1,191			(8,227		)	—			(7,036		)
Net cash used in investing activities	(434,172		)	(174,358		)	(416,142		)	519,066			(505,606		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	15,392			—			—			—			15,392
Excess tax benefit from stock-based payments	18,348			—			—			—			18,348
Debt issuance costs	(16,858		)	—			(82		)	—			(16,940		)
Proceeds from issuance of senior notes	600,000			—			—			—			600,000
Borrowings under revolving credit facilities	315,000			—			122,023			—			437,023
Repayments under revolving credit facilities	(616,000		)	—			(132,086		)	—			(748,086		)
Borrowings under term loans	35,000			—			—			—			35,000
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			41,500			—			41,500
Repayments under receivables securitization facility	—			—			(121,500		)	—			(121,500		)
Repayments of other long-term debt	(925		)	(8,930		)	(35,207		)	—			(45,062		)
Payments of other obligations	—			(473		)	(32,386		)	—			(32,859		)
Investment and intercompany note activity with parent	—			38,446			480,620			(519,066		)	—
Dividends	—			(119,812		)	—			119,812			—
Net cash provided by (used in) financing activities	333,082			(90,769		)	322,882			(399,254		)	165,941
Effect of exchange rate changes on cash and equivalents	—			—			2,327			—			2,327
Net increase (decrease) in cash and equivalents	59,530			(4,560		)	35,748			—			90,718
Cash and equivalents, beginning of period	18,396			18,253			23,121			—			59,770
Cash and equivalents, end of period	$	77,926		$	13,693		$	58,869		$	—		$	150,488

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	(150		)	(68,344		)	(19,761		)	—			(88,255		)
Investment and intercompany note activity with subsidiaries	(132,006		)	—			—			132,006			—
Acquisitions, net of cash acquired	—			(183,716		)	(81,620		)	—			(265,336		)
Other investing activities, net	—			699			358			—			1,057
Net cash used in investing activities	(132,156		)	(251,361		)	(101,023		)	132,006			(352,534		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	17,693			—			—			—			17,693
Excess tax benefit from stock-based payments	15,737			—			—			—			15,737
Debt issuance costs	(30		)	—			(223		)	—			(253		)
Borrowings under revolving credit facilities	612,700			—			129,681			—			742,381
Repayments under revolving credit facilities	(832,700		)	—			(22,702		)	—			(855,402		)
Borrowings under term loans	200,000			—			—			—			200,000
Repayments under term loans	(20,000		)	—			—			—			(20,000		)
Borrowings under receivables securitization facility	—			—			82,700			—			82,700
Repayments under receivables securitization facility	—			—			(2,700		)	—			(2,700		)
Repayments other long-term debt	(3,065		)	(2,568		)	(13,158		)	—			(18,791		)
Payments of other obligations	—			(4,293		)	—			—			(4,293		)
Investment and intercompany note activity with parent	—			129,076			2,930			(132,006		)	—
Dividends	—			(159,047		)	—			159,047			—
Net cash (used in) provided by financing activities	(9,665		)	(36,832		)	176,528			27,041			157,072
Effect of exchange rate changes on cash and equivalents	—			—			795			—			795
Net increase in cash and equivalents	8,488			820			2,215			—			11,523
Cash and equivalents, beginning of period	9,908			17,433			20,906			—			48,247
Cash and equivalents, end of period	$	18,396		$	18,253		$	23,121		$	—		$	59,770

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Selected Quarterly Data Selected Quarterly Data (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Summary Of Selected Quarterly Data

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.

	Quarter Ended
(In thousands, except per share data)	Mar. 31		Jun. 30		Sep. 30		Dec. 31
2013
Revenue	$	1,195,997	$	1,251,748	$	1,298,094	$	1,316,689
Gross margin	501,949		509,873		517,907		545,673
Operating income	141,588		131,378		123,395		133,819
Net income	84,592		75,722		73,445		77,864
Basic earnings per share(1)	$	0.28	$	0.25	$	0.24	$	0.26
Diluted earnings per share(1)	$	0.28	$	0.25	$	0.24	$	0.26

	Quarter Ended
(In thousands, except per share data)	Mar. 31		Jun. 30		Sep. 30		Dec. 31
2014
Revenue	$	1,625,777	$	1,709,132	$	1,721,024	$	1,684,131
Gross margin	651,884		671,059		664,411		664,559
Operating income	173,834		173,596		156,188		146,250
Net income	104,653		104,882		91,515		80,469
Basic earnings per share(1)	$	0.35	$	0.35	$	0.30	$	0.27
Diluted earnings per share(1)	$	0.34	$	0.34	$	0.30	$	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.

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Principles of Consolidation

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

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

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

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.

Concentrations of Credit Risk

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

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):

	December 31,
	2014		2013
Aftermarket and refurbished products	$	1,022,549	$	706,600
Salvage and remanufactured products	411,298		370,352
	$	1,433,847	$	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

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.

Our estimated useful lives are as follows:

Land improvements	10-20 years
Buildings and improvements	20-40 years
Furniture, fixtures and equipment	3-20 years
Computer equipment and software	3-10 years
Vehicles and trailers	3-10 years

Property and equipment consists of the following (in thousands):

	December 31,
	2014			2013
Land and improvements	$	112,582		$	101,018
Buildings and improvements	173,366			143,535
Furniture, fixtures and equipment	337,125			282,862
Computer equipment and software	125,888			108,424
Vehicles and trailers	87,944			64,381
Leasehold improvements	129,309			108,625
	966,214			808,845
Less—Accumulated depreciation	(374,291		)	(294,183		)
Construction in progress	38,064			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

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):

	North America			Europe			Specialty		Total
Balance as of January 1, 2012	$	1,136,630		$	339,433		$	—	$	1,476,063
Business acquisitions and adjustments to previously recorded goodwill	201,742			(4,140		)	—		197,602
Exchange rate effects	1,459			15,160			—		16,619
Balance as of December 31, 2012	$	1,339,831		$	350,453		$	—	$	1,690,284
Business acquisitions and adjustments to previously recorded goodwill	27,035			208,412			—		235,447
Exchange rate effects	(7,929		)	19,642			—		11,713
Balance as of December 31, 2013	$	1,358,937		$	578,507		$	—	$	1,937,444
Business acquisitions and adjustments to previously recorded goodwill	43,752			91,916			280,035		415,703
Exchange rate effects	(10,657		)	(53,604		)	9		(64,252		)
Balance as of December 31, 2014	$	1,392,032		$	616,819		$	280,044	$	2,288,895

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			Net
Trade names and trademarks	$	173,340	$	(35,538	)	$	137,802	$	143,577	$	(27,950	)	$	115,627
Customer relationships	92,972		(26,751		)	66,221		29,583		(10,770		)	18,813
Software and other technology related assets	44,640		(10,387		)	34,253		20,384		(2,718		)	17,666
Covenants not to compete	11,074		(3,825		)	7,249		3,979		(2,346		)	1,633
	$	322,026	$	(76,501	)	$	245,525	$	197,523	$	(43,784	)	$	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

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.

Warranty Reserve

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	$	10,574
Warranty expense	29,674
Warranty claims	(27,801		)
Balance as of December 31, 2013	$	12,447
Warranty expense	30,370
Warranty claims	(27,936		)
Balance as of December 31, 2014	$	14,881

Self-Insurance Reserves

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

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.

Investment in Unconsolidated Subsidiary

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

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

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

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.

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Computation of Earnings Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Earnings Per Share [Abstract]
Net income	$ 80,469	$ 91,515	$ 104,882	$ 104,653	$ 77,864	$ 73,445	$ 75,722	$ 84,592	$ 381,519		$ 311,623		$ 261,225
Denominator for basic earnings per share—Weighted-average shares outstanding									302,343		299,574		295,810
Effect of dilutive securities:
RSUs									791		845		479
Stock options									2,905		3,696		4,346
Restricted stock									6		16		58
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding									306,045		304,131		300,693
Earnings per share, basic									$ 1.26	[1]	$ 1.04	[1]	$ 0.88	[1]
Earnings per share, diluted									$ 1.25	[1]	$ 1.02	[1]	$ 0.87	[1]

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income
Beginning Balance at Dec. 31, 2011	$ 1,644,085	$ 2,939	$ 901,313	$ 748,794	$ (8,961)
Beginning Balance, shares at Dec. 31, 2011		293,897,000
Net income	261,225	0	0	261,225	0
Other comprehensive income (loss)	9,720	0	0	0	9,720
Restricted stock units vested, shares		467,000
Restricted stock units vested, value	0	5	(5)	0	0
Stock-based compensation expense	15,634	0	15,634	0	0
Exercise of stock options, shares		3,447,000
Exercise of stock options, value	17,693	34	17,659	0	0
Excess tax benefit from stock-based payments	15,737	0	15,737	0	0
Ending Balance at Dec. 31, 2012	1,964,094	2,978	950,338	1,010,019	759
Ending Balance, shares at Dec. 31, 2012		297,811,000
Net income	311,623	0	0	311,623
Other comprehensive income (loss)	19,252	0	0	0	19,252
Restricted stock units vested, shares		595,000
Restricted stock units vested, value		6	(6)	0
Stock-based compensation expense	22,036	0	22,036	0
Exercise of stock options, shares		2,399,000
Exercise of stock options, value	15,392	24	15,368	0
Excess tax benefit from stock-based payments	18,348	0	18,348	0
Ending Balance at Dec. 31, 2013	2,350,745	3,008	1,006,084	1,321,642	20,011
Ending Balance, shares at Dec. 31, 2013		300,805,000
Net income	381,519	0	0	381,519	0
Other comprehensive income (loss)	(60,236)	0	0	0	(60,236)
Restricted stock units vested, shares		975,000
Restricted stock units vested, value	0	10	(10)	0	0
Stock-based compensation expense	22,021	0	22,021	0	0
Exercise of stock options, shares		1,688,000
Exercise of stock options, value	9,324	17	9,307	0	0
Adjustments Related to Tax Withholding for Share-based Compensation	(443)	(15)	(443)
Excess tax benefit from stock-based payments	17,727	0	17,727	0	0
Ending Balance at Dec. 31, 2014	$ 2,720,657	$ 3,035	$ 1,054,686	$ 1,703,161	$ (40,225)
Ending Balance, shares at Dec. 31, 2014		303,453,000

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	303,452,655	300,805,276
Common stock, shares outstanding	303,452,655	300,805,276

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Earnings Per Share

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

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 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):

	Year Ended December 31,
	2014		2013		2012
Net Income	$	381,519	$	311,623	$	261,225
Denominator for basic earnings per share—Weighted-average shares outstanding	302,343		299,574		295,810
Effect of dilutive securities:
RSUs	791		845		479
Stock options	2,905		3,696		4,346
Restricted stock	6		16		58
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding	306,045		304,131		300,693
Earnings per share, basic	$	1.26	$	1.04	$	0.88
Earnings per share, diluted	$	1.25	$	1.02	$	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):

	Year Ended December 31,
	2014	2013	2012
Antidilutive securities:
RSUs	289	—	—
Stock options	116	—	—

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Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Allowance for Doubtful Accounts
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 14,360	$ 9,470	$ 8,347
Additions Charged to Costs and Expenses	9,814	7,148	5,928
Acquisitions and Other	4,436	3,633	308
Deductions	(9,184)	(5,891)	(5,113)
Balance at End of Period	19,426	14,360	9,470
Allowance for Estimated Returns, Discounts & Allowances
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	26,636	24,692	22,804
Additions Charged to Costs and Expenses	955,615	797,380	714,880
Acquisitions and Other	10,695	825	1,151
Deductions	(961,658)	(796,261)	(714,143)
Balance at End of Period	$ 31,288	$ 26,636	$ 24,692

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Condensed Consolidating Statements of Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Net income	$ 80,469	$ 91,515	$ 104,882	$ 104,653	$ 77,864	$ 73,445	$ 75,722	$ 84,592	$ 381,519	$ 311,623	$ 261,225
Other comprehensive income, net of tax:
Foreign currency translation									(51,979)	14,056	12,921
Net change in unrecognized gains/losses on derivative instruments, net of tax									2,195	4,495	(3,201)
Unrealized gain on pension plan, net of tax									(10,452)	701	0
Total other comprehensive (loss) income									(60,236)	19,252	9,720
Total comprehensive income									321,283	330,875	270,945
Parent Company
Condensed Financial Statements, Captions [Line Items]
Net income									381,519	311,623	261,225
Other comprehensive income, net of tax:
Foreign currency translation									(51,979)	14,056	12,921
Net change in unrecognized gains/losses on derivative instruments, net of tax									2,195	4,495	(3,201)
Unrealized gain on pension plan, net of tax									(10,452)	701
Total other comprehensive (loss) income									(60,236)	19,252	9,720
Total comprehensive income									321,283	330,875	270,945
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income									335,489	271,491	234,399
Other comprehensive income, net of tax:
Foreign currency translation									(17,710)	7,168	5,278
Net change in unrecognized gains/losses on derivative instruments, net of tax									0	0	0
Unrealized gain on pension plan, net of tax									0	0
Total other comprehensive (loss) income									(17,710)	7,168	5,278
Total comprehensive income									317,779	278,659	239,677
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income									92,962	82,047	44,152
Other comprehensive income, net of tax:
Foreign currency translation									(49,559)	15,495	12,334
Net change in unrecognized gains/losses on derivative instruments, net of tax									(444)	1,322	(519)
Unrealized gain on pension plan, net of tax									(10,452)	701
Total other comprehensive (loss) income									(60,455)	17,518	11,815
Total comprehensive income									32,507	99,565	55,967
Consolidation, Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income									(428,451)	(353,538)	(278,551)
Other comprehensive income, net of tax:
Foreign currency translation									67,269	(22,663)	(17,612)
Net change in unrecognized gains/losses on derivative instruments, net of tax									444	(1,322)	519
Unrealized gain on pension plan, net of tax									10,452	(701)
Total other comprehensive (loss) income									78,165	(24,686)	(17,093)
Total comprehensive income									$ (350,286)	$ (378,224)	$ (295,644)

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Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Feb. 20, 2015	Jun. 30, 2014
Document and Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Trading Symbol	LKQ
Entity Registrant Name	LKQ CORP
Entity Central Index Key	0001065696
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		304,083,043
Entity Public Float			$ 8.0

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The provision for income taxes consists of the following components (in thousands):

	Year Ended December 31,
	2014			2013			2012
Current:
Federal	$	144,924		$	115,150		$	110,825
State	24,052			20,869			19,693
Foreign	29,046			23,906			13,202
	$	198,022		$	159,925		$	143,720
Deferred:
Federal	$	9,321		$	6,225		$	5,824
State	(179		)	(550		)	(647		)
Foreign	(2,900		)	(1,396		)	(955		)
	$	6,242		$	4,279		$	4,222
Provision for income taxes	$	204,264		$	164,204		$	147,942

Income taxes have been based on the following components of income before provision for income taxes (in thousands):

	Year Ended December 31,
	2014		2013		2012
Domestic	$	460,637	$	361,283	$	348,150
Foreign	127,251		114,544		61,017
	$	587,888	$	475,827	$	409,167

The U.S. federal statutory rate is reconciled to the effective tax rate as follows:

	Year Ended December 31,
	2014		2013		2012
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of state credits and federal tax impact	2.8	%	2.9	%	3.1	%
Impact of international operations	(3.6	)%	(3.7	)%	(2.3	)%
Non-deductible expenses	0.5	%	0.9	%	0.8	%
Federal production incentives and credits	(0.2	)%	(0.3	)%	(0.3	)%
Revaluation of deferred taxes	—	%	(0.3	)%	(0.3	)%
Other, net	0.2	%	—	%	0.2	%
Effective tax rate	34.7	%	34.5	%	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	$	33,452		$	30,880
Accrued expenses and reserves	40,349			29,970
Accounts receivable	12,894			11,161
Stock-based compensation	11,978			11,519
Qualified and nonqualified retirement plans	14,049			10,210
Net operating loss carryforwards	6,744			5,181
Tax credit carryforwards	4,424			1,136
Other	8,275			6,711
	132,165			106,768
Less valuation allowance	(5,239		)	(1,092		)
Total deferred tax assets	$	126,926		$	105,676
Deferred Tax Liabilities:
Goodwill and other intangible assets	$	121,728		$	83,097
Property and equipment	60,215			50,695
Trade name	43,325			40,929
Other	5,988			2,693
Total deferred tax liabilities	$	231,256		$	177,414
Net deferred tax liability	$	(104,330	)	$	(71,738	)

Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):

	December 31,
	2014		2013
Current deferred tax assets	$	81,744	$	63,938
Noncurrent deferred tax assets	203		1,501
Current deferred tax liabilities	4,615		3,355
Noncurrent deferred tax liabilities	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):

	2014			2013			2012
Balance at January 1	$	1,445		$	1,693		$	4,305
Additions for acquired tax positions	2,322			—			—
Additions based on tax positions related to the current year	302			302			827
Reductions for tax positions of prior years	—			—			(1,931		)
Lapse of statutes of limitations	(134		)	(550		)	(713		)
Settlements with taxing authorities	(1,182		)	—			(795		)
Currency exchange rate fluctuations	(123		)	—			—
Balance at December 31	$	2,630		$	1,445		$	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 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.

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Schedule of Financial Performance by Reportable Segment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information
Revenue	$ 1,684,131	$ 1,721,024	$ 1,709,132	$ 1,625,777	$ 1,316,689	$ 1,298,094	$ 1,251,748	$ 1,195,997	$ 6,740,064	$ 5,062,528	$ 4,122,930
Segment EBITDA									790,551	628,587	514,941
Depreciation and amortization									125,437	86,463	70,165
North America
Segment Reporting Information
Revenue									4,089,290	3,802,929	3,426,858
Segment EBITDA									543,943	486,831	441,268
Depreciation and amortization									70,434	65,606	59,132
Europe
Segment Reporting Information
Revenue									1,846,155	1,259,599	696,072
Segment EBITDA									167,155	141,756	73,673
Depreciation and amortization									34,391	20,857	11,033
Specialty
Segment Reporting Information
Revenue									807,015
Segment EBITDA									79,453
Depreciation and amortization									20,612
Intersegment Eliminations [Member]
Segment Reporting Information
Revenue									(2,396)
Third Party | North America
Segment Reporting Information
Revenue									4,088,701	3,802,929	3,426,858
Third Party | Europe
Segment Reporting Information
Revenue									1,846,155	1,259,599	696,072
Third Party | Specialty
Segment Reporting Information
Revenue									805,208
Intersegment | North America
Segment Reporting Information
Revenue									589
Intersegment | Specialty
Segment Reporting Information
Revenue									1,807
Intersegment | Intersegment Eliminations [Member]
Segment Reporting Information
Revenue									$ (2,396)

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Condensed Consolidating Statements of Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Statements, Captions [Line Items]
Revenue	$ 1,684,131	$ 1,721,024	$ 1,709,132	$ 1,625,777	$ 1,316,689	$ 1,298,094	$ 1,251,748	$ 1,195,997	$ 6,740,064	$ 5,062,528	$ 4,122,930
Cost of goods sold									4,088,151	2,987,126	2,398,790
Gross margin	664,559	664,411	671,059	651,884	545,673	517,907	509,873	501,949	2,651,913	2,075,402	1,724,140
Facility and warehouse expenses									526,291	425,081	347,917
Distribution expenses									577,341	431,947	375,835
Selling, general and administrative expenses									762,888	597,052	495,591
Restructuring and acquisition related expenses									14,806	10,173	2,751
Depreciation and amortization									120,719	80,969	64,093
Operating income	146,250	156,188	173,596	173,834	133,819	123,395	131,378	141,588	649,868	530,180	437,953
Other expense (income):
Interest expense									(64,542)	(51,184)	(31,429)
Intercompany interest (income) expense, net									0	0	0
Loss on debt extinguishment									324	2,795	0
Change in fair value of contingent consideration liabilities									1,851	(2,504)	(1,643)
Interest and other income, net									(1,035)	(2,130)	(4,286)
Total other expense, net									61,980	54,353	28,786
Income before provision for income taxes									587,888	475,827	409,167
Provision for income taxes									204,264	164,204	147,942
Equity in earnings of unconsolidated subsidiaries									(2,105)	0	0
Income (Loss) from Subsidiaries, Net of Tax									0
Net income	80,469	91,515	104,882	104,653	77,864	73,445	75,722	84,592	381,519	311,623	261,225
Parent Company
Condensed Financial Statements, Captions [Line Items]
Revenue									0	0	0
Cost of goods sold									0	0	0
Gross margin									0	0	0
Facility and warehouse expenses									0	0	0
Distribution expenses									0	0	0
Selling, general and administrative expenses									25,770	26,778	21,098
Restructuring and acquisition related expenses									0	0	0
Depreciation and amortization									218	250	296
Operating income									(25,988)	(27,028)	(21,394)
Other expense (income):
Interest expense									(50,636)	(42,442)	(24,272)
Intercompany interest (income) expense, net									(48,556)	(45,459)	(37,491)
Loss on debt extinguishment									324	2,795
Change in fair value of contingent consideration liabilities									0	0	0
Interest and other income, net									230	252	(43)
Total other expense, net									2,634	30	(13,262)
Income before provision for income taxes									(28,622)	(27,058)	(8,132)
Provision for income taxes									(10,536)	(7,193)	(3,287)
Equity in earnings of unconsolidated subsidiaries									0	331,488	266,070
Income (Loss) from Subsidiaries, Net of Tax									399,605
Net income									381,519	311,623	261,225
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenue									4,649,391	3,576,269	3,236,507
Cost of goods sold									2,813,427	2,100,804	1,886,098
Gross margin									1,835,964	1,475,465	1,350,409
Facility and warehouse expenses									382,937	323,042	287,036
Distribution expenses									389,430	297,908	281,011
Selling, general and administrative expenses									460,516	377,481	346,596
Restructuring and acquisition related expenses									8,628	1,406	1,812
Depreciation and amortization									81,253	55,802	49,782
Operating income									513,200	419,826	384,172
Other expense (income):
Interest expense									(635)	(640)	(308)
Intercompany interest (income) expense, net									23,865	21,978	27,377
Loss on debt extinguishment									0	0
Change in fair value of contingent consideration liabilities									2,081	744	1,943
Interest and other income, net									(6,278)	(2,858)	(3,638)
Total other expense, net									16,141	19,016	22,104
Income before provision for income taxes									497,059	400,810	362,068
Provision for income taxes									190,456	151,369	140,150
Equity in earnings of unconsolidated subsidiaries									40	22,050	12,481
Income (Loss) from Subsidiaries, Net of Tax									28,846
Net income									335,489	271,491	234,399
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenue									2,221,831	1,598,832	976,710
Cost of goods sold									1,405,882	998,895	602,979
Gross margin									815,949	599,937	373,731
Facility and warehouse expenses									143,354	102,039	60,881
Distribution expenses									187,911	134,039	94,824
Selling, general and administrative expenses									276,602	192,793	127,897
Restructuring and acquisition related expenses									6,178	8,767	939
Depreciation and amortization									39,248	24,917	14,015
Operating income									162,656	137,382	75,175
Other expense (income):
Interest expense									(13,271)	(8,102)	(6,849)
Intercompany interest (income) expense, net									24,691	23,481	10,114
Loss on debt extinguishment									0	0
Change in fair value of contingent consideration liabilities									(230)	(3,248)	(3,586)
Interest and other income, net									5,013	476	(605)
Total other expense, net									43,205	35,307	19,944
Income before provision for income taxes									119,451	102,075	55,231
Provision for income taxes									24,344	20,028	11,079
Equity in earnings of unconsolidated subsidiaries									(2,145)	0	0
Income (Loss) from Subsidiaries, Net of Tax									0
Net income									92,962	82,047	44,152
Consolidation, Eliminations
Condensed Financial Statements, Captions [Line Items]
Revenue									(131,158)	(112,573)	(90,287)
Cost of goods sold									(131,158)	(112,573)	(90,287)
Gross margin									0	0	0
Facility and warehouse expenses									0	0	0
Distribution expenses									0	0	0
Selling, general and administrative expenses									0	0	0
Restructuring and acquisition related expenses									0	0	0
Depreciation and amortization									0	0	0
Operating income									0	0	0
Other expense (income):
Interest expense									0	0	0
Intercompany interest (income) expense, net									0	0	0
Loss on debt extinguishment									0	0
Change in fair value of contingent consideration liabilities									0	0	0
Interest and other income, net									0	0	0
Total other expense, net									0	0	0
Income before provision for income taxes									0	0	0
Provision for income taxes									0	0	0
Equity in earnings of unconsolidated subsidiaries									0	(353,538)	(278,551)
Income (Loss) from Subsidiaries, Net of Tax									(428,451)
Net income									$ (428,451)	$ (353,538)	$ (278,551)

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Income Statement [Abstract]
Revenue	$ 1,684,131	$ 1,721,024	$ 1,709,132	$ 1,625,777	$ 1,316,689	$ 1,298,094	$ 1,251,748	$ 1,195,997	$ 6,740,064		$ 5,062,528		$ 4,122,930
Cost of goods sold									4,088,151		2,987,126		2,398,790
Gross margin	664,559	664,411	671,059	651,884	545,673	517,907	509,873	501,949	2,651,913		2,075,402		1,724,140
Facility and warehouse expenses									526,291		425,081		347,917
Distribution expenses									577,341		431,947		375,835
Selling, general and administrative expenses									762,888		597,052		495,591
Restructuring and acquisition related expenses									14,806		10,173		2,751
Depreciation and amortization									120,719		80,969		64,093
Operating income	146,250	156,188	173,596	173,834	133,819	123,395	131,378	141,588	649,868		530,180		437,953
Other expense (income):
Interest expense									(64,542)		(51,184)		(31,429)
Loss on debt extinguishment									324		2,795		0
Change in fair value of contingent consideration liabilities									1,851		(2,504)		(1,643)
Interest and other income, net									(1,035)		(2,130)		(4,286)
Total other expense, net									61,980		54,353		28,786
Income before provision for income taxes									587,888		475,827		409,167
Provision for income taxes									204,264		164,204		147,942
Equity in earnings of unconsolidated subsidiaries									(2,105)		0		0
Net income	$ 80,469	$ 91,515	$ 104,882	$ 104,653	$ 77,864	$ 73,445	$ 75,722	$ 84,592	$ 381,519		$ 311,623		$ 261,225
Earnings per share:
Basic									$ 1.26	[1]	$ 1.04	[1]	$ 0.88	[1]
Diluted									$ 1.25	[1]	$ 1.02	[1]	$ 0.87	[1]

[1] {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmU1MDMwNTZmYjBhZDRlZTZiMDZlYTFkYjFlYWYzNDhhfFRleHRTZWxlY3Rpb246MjgzQTNDQ0I2Q0JFMkFFMjVCMjRCQzAxQUNGMzFGMkIM}

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Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

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	$	420,000	$	420,000	$	2,691	$	1,615	$	—	$	8,099
GBP denominated	£	50,000	£	50,000	—		893		—		345
CAD denominated	C$	25,000	C$	25,000	—		19		—		26
Foreign currency forward contracts
EUR denominated	€	—	€	149,976	—		—		11,632		—
GBP denominated	£	—	£	70,000	—		—		10,186		—
Total cash flow hedges					$	2,691	$	2,527	$	21,818	$	8,470

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.

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.

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Long-Term Obligations

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Long-Term Obligations

Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):

	December 31,
	2014			2013
Senior secured credit agreement:
Term loans payable	$	433,125		$	438,750
Revolving credit facilities	663,912			233,804
Senior notes	600,000			600,000
Receivables securitization facility	94,900			—
Notes payable through November 2019 at weighted average interest rates of 1.0% and 1.1%, respectively	45,891			15,730
Other long-term debt at weighted average interest rates of 3.1% and 3.5%, respectively	26,734			17,497
	1,864,562			1,305,781
Less current maturities	(63,515		)	(41,535		)
	$	1,801,047		$	1,264,246

The scheduled maturities of long-term obligations outstanding at December 31, 2014 are as follows (in thousands):

2015	$	63,515
2016	33,352
2017	119,145
2018	28,143
2019	1,008,137
Thereafter	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 endedDecember 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 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 endedDecember 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.

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Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves (Notes)

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Schedule II-Valuation and Qualifying Accounts and Reserves

Schedule II—Valuation and Qualifying Accounts and Reserves

Descriptions	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Acquisitions and Other		Deductions			Balance at End of Period
	(in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended December 31, 2012	$	8,347	$	5,928	$	308	$	(5,113	)	$	9,470
Year ended December 31, 2013	9,470		7,148		3,633		(5,891		)	14,360
Year ended December 31, 2014	14,360		9,814		4,436		(9,184		)	19,426
ALLOWANCE FOR ESTIMATED RETURNS, DISCOUNTS & ALLOWANCES:
Year ended December 31, 2012	$	22,804	$	714,880	$	1,151	$	(714,143	)	$	24,692
Year ended December 31, 2013	24,692		797,380		825		(796,261		)	26,636
Year ended December 31, 2014	26,636		955,615		10,695		(961,658		)	31,288

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Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands):

	Foreign Currency Translation			Unrealized (Loss)Gain on Cash Flow Hedges			Unrealized Gain (Loss) on Pension Plan			Accumulated Other Comprehensive (Loss) Income
Balance at January 1, 2012	$	(2,071	)	$	(6,890	)	$	—		$	(8,961	)
Pretax income (loss)	12,921			(11,313		)	—			1,608
Income tax effect	—			3,962			—			3,962
Reclassification of unrealized loss	—			6,439			—			6,439
Reclassification of deferred income taxes	—			(2,289		)	—			(2,289		)
Balance at December 31, 2012	$	10,850		$	(10,091	)	$	—		$	759
Pretax income (loss)	14,056			(21,250		)	935			(6,259		)
Income tax effect	—			7,984			(234		)	7,750
Reclassification of unrealized loss	—			27,481			—			27,481
Reclassification of deferred income taxes	—			(10,011		)	—			(10,011		)
Hedge ineffectiveness	—			460			—			460
Income tax effect	—			(169		)	—			(169		)
Balance at December 31, 2013	$	24,906		$	(5,596	)	$	701		$	20,011
Pretax loss	(51,979		)	(1,586		)	(13,506		)	(67,071		)
Income tax effect	—			382			3,179			3,561
Reclassification of unrealized loss (gain)	—			5,200			(166		)	5,034
Reclassification of deferred income taxes	—			(1,801		)	41			(1,760		)
Balance at December 31, 2014	$	(27,073	)	$	(3,401	)	$	(9,751	)	$	(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.

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Schedule of Revenue by Geographic Area (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets
Revenue	$ 1,684,131	$ 1,721,024	$ 1,709,132	$ 1,625,777	$ 1,316,689	$ 1,298,094	$ 1,251,748	$ 1,195,997	$ 6,740,064	$ 5,062,528	$ 4,122,930
United States
Revenues from External Customers and Long-Lived Assets
Revenue									4,499,743	3,544,360	3,209,024
United Kingdom
Revenues from External Customers and Long-Lived Assets
Revenue									1,321,786	981,585	696,072
Other countries
Revenues from External Customers and Long-Lived Assets
Revenue									$ 918,535	$ 536,583	$ 217,834

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Business Combinations

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Business Combinations

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 endedDecember 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 endedDecember 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.

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):

	Year Ended									Year Ended
	December 31, 2014									December 31, 2013
	Keystone Specialty			Other Acquisitions			Total			Sator			Other Acquisitions			Total
Receivables	$	48,473		$	75,330		$	123,803		$	61,639		$	38,685		$	100,324
Receivable reserves	(7,748		)	(7,383		)	(15,131		)	(8,563		)	(3,246		)	(11,809		)
Inventory	150,696			123,815			274,511			71,784			26,455			98,239
Income taxes receivable	14,096			—			14,096			—			—			—
Prepaid expenses and other current assets	8,085			4,050			12,135			7,184			1,933			9,117
Property and equipment	38,080			27,026			65,106			19,484			14,015			33,499
Goodwill	237,729			177,974			415,703			142,721			92,726			235,447
Other intangibles	78,110			51,135			129,245			45,293			12,353			57,646
Other assets	6,159			2,793			8,952			2,049			1,251			3,300
Deferred income taxes	(26,591		)	313			(26,278		)	(14,100		)	(564		)	(14,664		)
Current liabilities assumed	(63,513		)	(52,961		)	(116,474		)	(49,593		)	(36,799		)	(86,392		)
Debt assumed	—			(32,441		)	(32,441		)	—			(664		)	(664		)
Other noncurrent liabilities assumed	(11,675		)	(10,573		)	(22,248		)	(5,074		)	—			(5,074		)
Contingent consideration liabilities	—			(5,854		)	(5,854		)	—			(3,854		)	(3,854		)
Other purchase price obligations	(13,351		)	(333		)	(13,684		)	—			(214		)	(214		)
Notes issued	(31,500		)	(13,535		)	(45,035		)	—			(7,482		)	(7,482		)
Settlement of pre-existing balances	—			(5,052		)	(5,052		)	—			—			—
Cash used in acquisitions, net of cash acquired	$	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.

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):

	Year Ended December 31,
	2014		2013		2012
Revenue, as reported	$	6,740,064	$	5,062,528	$	4,122,930
Revenue of purchased businesses for the period prior to acquisition:
Keystone Specialty	3,443		696,960		—
Sator	—		126,309		369,934
Other acquisitions	302,853		695,596		440,938
Pro forma revenue	$	7,046,360	$	6,581,393	$	4,933,802
Net income, as reported	$	381,519	$	311,623	$	261,225
Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
Keystone Specialty	637		40,460		—
Sator	—		5,712		6,032
Other acquisitions	11,490		19,367		18,363
Pro forma net income	$	393,646	$	377,162	$	285,620
Earnings per share-basic, as reported	$	1.26	$	1.04	$	0.88
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty	0.00		0.14		—
Sator	—		0.02		0.02
Other acquisitions	0.04		0.06		0.06
Pro forma earnings per share-basic (1)	$	1.30	$	1.26	$	0.97
Earnings per share-diluted, as reported	$	1.25	$	1.02	$	0.87
Effect of purchased businesses for the period prior to acquisition:
Keystone Specialty	0.00		0.13		—
Sator	—		0.02		0.02
Other acquisitions	0.04		0.06		0.06
Pro forma earnings per share-diluted (1)	$	1.29	$	1.24	$	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 endedDecember 31, 2013 for our pro forma disclosure has the effect of increasing our pro forma net income during the year endedDecember 31, 2014. Additionally, the pro forma impact of our acquisitions reflects the elimination of acquisition related expenses totaling $3.2 million for the year endedDecember 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 endedDecember 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, 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.

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Significant Unobservable Inputs Used in Fair Value Measurements (Details) (Contingent Consideration Liabilities, Fair Value, Inputs, Level 3)	Dec. 31, 2014	Dec. 31, 2013
Contingent Consideration Liabilities | Fair Value, Inputs, Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Weighted Average, Probability of achieving payout targets	79.10%	70.60%
Weighted Average, Discount rate	7.50%	6.50%

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Fair Value Measurements

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

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):

	Balance as of December 31, 2014		Fair Value Measurements as of December 31, 2014
			Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	28,242	$	—	$	28,242	$	—
Total Assets	$	28,242	$	—	$	28,242	$	—
Liabilities:
Contingent consideration liabilities	$	7,295	$	—	$	—	$	7,295
Deferred compensation liabilities	27,580		—		27,580		—
Interest rate swaps	5,218		—		5,218		—
Total Liabilities	$	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
Assets:
Cash surrender value of life insurance	$	25,745	$	—	$	25,745	$	—
Total Assets	$	25,745	$	—	$	25,745	$	—
Liabilities:
Contingent consideration liabilities	$	55,653	$	—	$	—	$	55,653
Deferred compensation liabilities	25,232		—		25,232		—
Foreign currency forward contracts	21,818		—		21,818		—
Interest rate swaps	8,470		—		8,470		—
Total Liabilities	$	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 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:

	December 31,
	2014		2013
Unobservable Input	(Weighted Average)
Probability of achieving payout targets	79.1	%	70.6	%
Discount rate	7.5	%	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	$	90,009
Contingent consideration liabilities recorded for business acquisitions	3,854
Payments	(39,117		)
Increase in fair value included in earnings	2,504
Exchange rate effects	(1,597		)
Balance as of December 31, 2013	$	55,653
Contingent consideration liabilities recorded for business acquisitions	5,854
Payments	(52,363		)
Decrease in fair value included in earnings	(1,851		)
Exchange rate effects	2
Balance as of December 31, 2014	$	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 endedMarch 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 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.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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	$	138,670
2016	121,263
2017	100,363
2018	81,635
2019	65,001
Thereafter	253,329
Future Minimum Lease Payments	$	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.

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.

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Restructuring and Acquisition Related Expenses

12 Months Ended

Dec. 31, 2014

Restructuring and Related Activities [Abstract]

Restructuring and Acquisition Related Expenses

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 endedDecember 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.

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Business Combinations - Additional Information (Details)	12 Months Ended				12 Months Ended				12 Months Ended				12 Months Ended				12 Months Ended	9 Months Ended	12 Months Ended								0 Months Ended			12 Months Ended										12 Months Ended					9 Months Ended	12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2014 Europe USD ($)	Dec. 31, 2013 Europe USD ($)	Dec. 31, 2012 Europe USD ($)	Dec. 31, 2011 Europe USD ($)	Dec. 31, 2014 North America USD ($)	Dec. 31, 2013 North America USD ($)	Dec. 31, 2012 North America USD ($)	Dec. 31, 2011 North America USD ($)	Dec. 31, 2014 Specialty USD ($)	Dec. 31, 2013 Specialty USD ($)	Dec. 31, 2012 Specialty USD ($)	Dec. 31, 2011 Specialty USD ($)	Dec. 31, 2014 Netherlands Distributors Europe	Sep. 30, 2014 Netherlands Distributors Former Customers	Dec. 31, 2014 Netherlands Distributors Former Customers	Dec. 31, 2014 All 2014 Acquisitions Excluding Keystone Specialty USD ($)	Dec. 31, 2014 All 2014 Acquisitions Excluding Keystone Specialty Europe	Dec. 31, 2014 All 2014 Acquisitions Excluding Keystone Specialty Wholesale North America Segment	Dec. 31, 2014 All 2014 Acquisitions Excluding Keystone Specialty Self Service Segment	Dec. 31, 2014 All 2014 Acquisitions Excluding Keystone Specialty Specialty	Dec. 31, 2014 Keystone Specialty USD ($)	Dec. 31, 2013 All 2013 Acquisitions USD ($)	May 03, 2013 Sator USD ($)	May 03, 2013 Sator EUR (€)	Dec. 31, 2013 Sator USD ($)	Dec. 31, 2013 All 2013 Acquisitions Excluding Sator USD ($)	Dec. 31, 2013 All 2013 Acquisitions Excluding Sator Europe	Dec. 31, 2013 All 2013 Acquisitions Excluding Sator Wholesale North America Segment	Dec. 31, 2013 All 2013 Acquisitions Excluding Sator Self Service Segment	Dec. 31, 2013 UK Paint	Dec. 31, 2012 All 2012 Acquisitions USD ($)	Dec. 31, 2012 All 2012 Acquisitions Wholesale North America Segment	Dec. 31, 2012 All 2012 Acquisitions Self Service Segment	Dec. 31, 2012 Scrap and Other Metals Processors	Dec. 31, 2014 All 2014 Acquisitions USD ($)	Dec. 31, 2014 Acquisition-related expenses USD ($)	Dec. 31, 2013 Acquisition-related expenses USD ($)	Dec. 31, 2012 Acquisition-related expenses USD ($)	Dec. 31, 2014 Acquisition-related expenses Netherlands Distributors USD ($)	Dec. 31, 2013 Acquisition-related expenses Keystone Specialty USD ($)	Sep. 30, 2013 Acquisition-related expenses Sator USD ($)	Dec. 31, 2013 Acquisition-related expenses Sator USD ($)	Dec. 31, 2013 Acquisition-related expenses All 2013 Acquisitions Excluding Sator USD ($)	Dec. 31, 2013 Acquisition-related expenses UK Paint USD ($)	Dec. 31, 2014 Acquisition-related expenses All 2014 Acquisitions USD ($)
Business Acquisition
Number of acquisitions																	7	5	5	22	9	9	2	2						19	7	10	2	5	30	22	8	2
Total acquisition date fair value of the consideration for acquisitions																				$ 359,100,000					$ 471,900,000					$ 146,100,000					$ 284,600,000
Cash used in acquisitions, net of cash acquired	775,921,000	408,384,000	265,336,000																	334,300,000					427,100,000		272,800,000	209,800,000		134,600,000					261,500,000
Notes issued																				13,535,000					31,500,000	7,482,000			0	7,482,000					15,990,000				45,035,000
Other purchase price obligations																				333,000					13,351,000	214,000			0	214,000					1,647,000				13,684,000
Contingent consideration liability																				5,854,000					0	3,854,000			0	3,854,000					5,456,000				5,854,000
Maximum payment under contingent consideration agreement																				8,300,000										5,000,000					6,500,000
Business Acquisition Cost of Acquired Entity Settlement of Pre-existing Balances																				5,052,000																			5,052,000
Goodwill	2,288,895,000	1,937,444,000	1,690,284,000	1,476,063,000	616,819,000	578,507,000	350,453,000	339,433,000	1,392,032,000	1,358,937,000	1,339,831,000	1,136,630,000	280,044,000	0	0	0				177,974,000					237,729,000	235,447,000			142,721,000	92,726,000									415,703,000
Goodwill recorded for acquisitions	415,703,000	235,447,000	197,602,000		91,916,000	208,412,000	(4,140,000)		43,752,000	27,035,000	201,742,000		280,035,000	0	0
Goodwill expected to be deductible for income tax purposes																				44,200,000										18,300,000					157,800,000
Revenue generated by acquisitions																				257,800,000					771,100,000
Operating income generated by acquisitions																				4,100,000					26,500,000
Restructuring and acquisition related expenses	$ 14,806,000	$ 10,173,000	$ 2,751,000																																					$ 3,700,000	$ 6,700,000	$ 500,000	$ 1,900,000	$ 900,000	$ 3,600,000	$ 3,600,000	$ 2,200,000	$ 1,400,000	$ 3,200,000

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Schedule of Tangible Long-Lived Assets by Geographic Area (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	$ 629,987	$ 546,651	$ 494,379
United States
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	469,450	418,869
United Kingdom
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	92,813	77,827
Other countries
Revenues from External Customers and Long-Lived Assets
Long-lived Assets	$ 67,724	$ 49,955

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Pro Forma Effect of Businesses Acquired (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Business Acquisition
Revenue, as reported	$ 1,684,131	$ 1,721,024	$ 1,709,132	$ 1,625,777	$ 1,316,689	$ 1,298,094	$ 1,251,748	$ 1,195,997	$ 6,740,064		$ 5,062,528		$ 4,122,930
Pro forma revenue									7,046,360		6,581,393		4,933,802
Net income	80,469	91,515	104,882	104,653	77,864	73,445	75,722	84,592	381,519		311,623		261,225
Pro forma net income									393,646		377,162		285,620
Earnings per share, basic									$ 1.26	[1]	$ 1.04	[1]	$ 0.88	[1]
Pro forma earnings per share-basic (1)									$ 1.30	[2]	$ 1.26	[2]	$ 0.97	[2]
Earnings per share, diluted									$ 1.25	[1]	$ 1.02	[1]	$ 0.87	[1]
Pro forma earnings per share-diluted (1)									$ 1.29	[2]	$ 1.24	[2]	$ 0.95	[2]
Keystone Specialty
Business Acquisition
Revenue of purchased businesses for the period prior to acquisition									3,443		696,960		0
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments									637		40,460		0
Effect of purchased businesses for the period prior to acquisition									$ 0.00		$ 0.14		$ 0
Effect of purchased businesses for the period prior to acquisition									$ 0.00		$ 0.13		$ 0
Sator
Business Acquisition
Revenue of purchased businesses for the period prior to acquisition									0		126,309		369,934
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments									0		5,712		6,032
Effect of purchased businesses for the period prior to acquisition									$ 0.00		$ 0.02		$ 0
Effect of purchased businesses for the period prior to acquisition									$ 0.00		$ 0.02		$ 0
All 2014 Acquisitions Excluding Keystone Specialty
Business Acquisition
Revenue of purchased businesses for the period prior to acquisition									302,853
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments									11,490
Effect of purchased businesses for the period prior to acquisition									$ 0.04
Effect of purchased businesses for the period prior to acquisition									$ 0.04
All 2014 and 2013 Acquisitions Excluding Keystone Specialty and Sator [Member]
Business Acquisition
Revenue of purchased businesses for the period prior to acquisition											695,596
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments											19,367
Effect of purchased businesses for the period prior to acquisition											$ 0.06
Effect of purchased businesses for the period prior to acquisition											$ 0.06
All 2012 and 2013 Acquisitions Excluding Sator [Member]
Business Acquisition
Revenue of purchased businesses for the period prior to acquisition													440,938
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments													$ 18,363
Effect of purchased businesses for the period prior to acquisition													$ 0.06
Effect of purchased businesses for the period prior to acquisition													$ 0.06

[1] {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmU1MDMwNTZmYjBhZDRlZTZiMDZlYTFkYjFlYWYzNDhhfFRleHRTZWxlY3Rpb246MjgzQTNDQ0I2Q0JFMkFFMjVCMjRCQzAxQUNGMzFGMkIM}

[2] The sum of the individual earnings per share amounts may not equal the total due to rounding.

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Future Minimum Lease Commitments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
2014	$ 138,670
2015	121,263
2016	100,363
2017	81,635
2018	65,001
Thereafter	253,329
Future Minimum Lease Payments	$ 760,261

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Condensed Consolidating Statements of Cash Flows (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$ 370,897	$ 428,056	$ 206,190
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(140,950)	(90,186)	(88,255)
Investment and intercompany note activity with subsidiaries	0	0	0
Acquisitions, net of cash acquired	(775,921)	(408,384)	(265,336)
Payments for (Proceeds from) Other Investing Activities	(4,123)	(7,036)	1,057
Net cash used in investing activities	(920,994)	(505,606)	(352,534)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	9,324	15,392	17,693
Excess tax benefit from stock-based payments	17,814	18,348	15,737
Debt issuance costs	(3,750)	(16,940)	(253)
Proceeds from issuance of senior notes	0	600,000	0
Borrowings under revolving credit facilities	1,587,644	437,023	742,381
Repayments under revolving credit facilities	(1,098,518)	(748,086)	(855,402)
Borrowings under term loans	11,250	35,000	200,000
Repayments under term loans	(16,875)	(16,875)	(20,000)
Borrowings under receivables securitization facility	95,050	41,500	82,700
Repayments under receivables securitization facility	(150)	(121,500)	(2,700)
Repayments of other long-term debt	(40,051)	(45,062)	(18,791)
Payments of other obligations	(41,992)	(32,859)	(4,293)
Proceeds from (Payments for) Other Financing Activities	(743)	0	0
Investment and intercompany note activity with parent	0	0	0
Dividends	0	0	0
Net cash provided by financing activities	519,003	165,941	157,072
Effect of exchange rate changes on cash and equivalents	(4,789)	2,327	795
Net (decrease) increase in cash and equivalents	(35,883)	90,718	11,523
Cash and equivalents, beginning of period	150,488	59,770	48,247
Cash and equivalents, end of period	114,605	150,488	59,770
Parent Company
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	271,221	160,620	150,309
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(44)	0	(150)
Investment and intercompany note activity with subsidiaries	(477,007)	(434,172)	(132,006)
Acquisitions, net of cash acquired	0	0	0
Payments for (Proceeds from) Other Investing Activities	0	0	0
Net cash used in investing activities	(477,051)	(434,172)	(132,156)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	9,324	15,392	17,693
Excess tax benefit from stock-based payments	17,814	18,348	15,737
Debt issuance costs	(3,675)	(16,858)	(30)
Proceeds from issuance of senior notes		600,000
Borrowings under revolving credit facilities	867,000	315,000	612,700
Repayments under revolving credit facilities	(727,000)	(616,000)	(832,700)
Borrowings under term loans	11,250	35,000	200,000
Repayments under term loans	(16,875)	(16,875)	(20,000)
Borrowings under receivables securitization facility	0	0	0
Repayments under receivables securitization facility	0	0	0
Repayments of other long-term debt	(1,921)	(925)	(3,065)
Payments of other obligations	0	0	0
Proceeds from (Payments for) Other Financing Activities	(13,083)
Investment and intercompany note activity with parent	0	0	0
Dividends	0	0	0
Net cash provided by financing activities	142,834	333,082	(9,665)
Effect of exchange rate changes on cash and equivalents	0	0	0
Net (decrease) increase in cash and equivalents	(62,996)	59,530	8,488
Cash and equivalents, beginning of period	77,926	18,396	9,908
Cash and equivalents, end of period	14,930	77,926	18,396
Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	427,249	260,567	289,013
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(85,182)	(57,219)	(68,344)
Investment and intercompany note activity with subsidiaries	(608)	(84,894)	0
Acquisitions, net of cash acquired	(635,171)	(33,436)	(183,716)
Payments for (Proceeds from) Other Investing Activities	768	1,191	699
Net cash used in investing activities	(720,193)	(174,358)	(251,361)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	0	0	0
Excess tax benefit from stock-based payments	0	0	0
Debt issuance costs	0	0	0
Proceeds from issuance of senior notes		0
Borrowings under revolving credit facilities	0	0	0
Repayments under revolving credit facilities	0	0	0
Borrowings under term loans	0	0	0
Repayments under term loans	0	0	0
Borrowings under receivables securitization facility	0	0	0
Repayments under receivables securitization facility	0	0	0
Repayments of other long-term debt	(2,310)	(8,930)	(2,568)
Payments of other obligations	(464)	(473)	(4,293)
Proceeds from (Payments for) Other Financing Activities	12,340
Investment and intercompany note activity with parent	(576,384)	(38,446)	(129,076)
Dividends	(274,225)	(119,812)	(159,047)
Net cash provided by financing activities	311,725	(90,769)	(36,832)
Effect of exchange rate changes on cash and equivalents	(371)	0	0
Net (decrease) increase in cash and equivalents	18,410	(4,560)	820
Cash and equivalents, beginning of period	13,693	18,253	17,433
Cash and equivalents, end of period	32,103	13,693	18,253
Non-Guarantor Subsidiaries
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	(53,348)	126,681	(74,085)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(55,724)	(32,967)	(19,761)
Investment and intercompany note activity with subsidiaries	0	0	0
Acquisitions, net of cash acquired	(140,750)	(374,948)	(81,620)
Payments for (Proceeds from) Other Investing Activities	(4,891)	(8,227)	358
Net cash used in investing activities	(201,365)	(416,142)	(101,023)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	0	0	0
Excess tax benefit from stock-based payments	0	0	0
Debt issuance costs	(75)	(82)	(223)
Proceeds from issuance of senior notes		0
Borrowings under revolving credit facilities	720,644	122,023	129,681
Repayments under revolving credit facilities	(371,518)	(132,086)	(22,702)
Borrowings under term loans	0	0	0
Repayments under term loans	0	0	0
Borrowings under receivables securitization facility	95,050	41,500	82,700
Repayments under receivables securitization facility	(150)	(121,500)	(2,700)
Repayments of other long-term debt	(35,820)	(35,207)	(13,158)
Payments of other obligations	(41,528)	(32,386)	0
Proceeds from (Payments for) Other Financing Activities	0
Investment and intercompany note activity with parent	98,769	(480,620)	(2,930)
Dividends	0	0	0
Net cash provided by financing activities	267,834	322,882	176,528
Effect of exchange rate changes on cash and equivalents	(4,418)	2,327	795
Net (decrease) increase in cash and equivalents	8,703	35,748	2,215
Cash and equivalents, beginning of period	58,869	23,121	20,906
Cash and equivalents, end of period	67,572	58,869	23,121
Consolidation, Eliminations
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	(274,225)	(119,812)	(159,047)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	0	0	0
Investment and intercompany note activity with subsidiaries	477,615	519,066	132,006
Acquisitions, net of cash acquired	0	0	0
Payments for (Proceeds from) Other Investing Activities	0	0	0
Net cash used in investing activities	477,615	519,066	132,006
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	0	0	0
Excess tax benefit from stock-based payments	0	0	0
Debt issuance costs	0	0	0
Proceeds from issuance of senior notes		0
Borrowings under revolving credit facilities	0	0	0
Repayments under revolving credit facilities	0	0	0
Borrowings under term loans	0	0	0
Repayments under term loans	0	0	0
Borrowings under receivables securitization facility	0	0	0
Repayments under receivables securitization facility	0	0	0
Repayments of other long-term debt	0	0	0
Payments of other obligations	0	0	0
Proceeds from (Payments for) Other Financing Activities	0
Investment and intercompany note activity with parent	477,615	519,066	132,006
Dividends	274,225	119,812	159,047
Net cash provided by financing activities	(203,390)	(399,254)	27,041
Effect of exchange rate changes on cash and equivalents	0	0	0
Net (decrease) increase in cash and equivalents	0	0	0
Cash and equivalents, beginning of period	0	0	0
Cash and equivalents, end of period	$ 0	$ 0	$ 0

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Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Schedule Of Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands):

	Foreign Currency Translation			Unrealized (Loss)Gain on Cash Flow Hedges			Unrealized Gain (Loss) on Pension Plan			Accumulated Other Comprehensive (Loss) Income
Balance at January 1, 2012	$	(2,071	)	$	(6,890	)	$	—		$	(8,961	)
Pretax income (loss)	12,921			(11,313		)	—			1,608
Income tax effect	—			3,962			—			3,962
Reclassification of unrealized loss	—			6,439			—			6,439
Reclassification of deferred income taxes	—			(2,289		)	—			(2,289		)
Balance at December 31, 2012	$	10,850		$	(10,091	)	$	—		$	759
Pretax income (loss)	14,056			(21,250		)	935			(6,259		)
Income tax effect	—			7,984			(234		)	7,750
Reclassification of unrealized loss	—			27,481			—			27,481
Reclassification of deferred income taxes	—			(10,011		)	—			(10,011		)
Hedge ineffectiveness	—			460			—			460
Income tax effect	—			(169		)	—			(169		)
Balance at December 31, 2013	$	24,906		$	(5,596	)	$	701		$	20,011
Pretax loss	(51,979		)	(1,586		)	(13,506		)	(67,071		)
Income tax effect	—			382			3,179			3,561
Reclassification of unrealized loss (gain)	—			5,200			(166		)	5,034
Reclassification of deferred income taxes	—			(1,801		)	41			(1,760		)
Balance at December 31, 2014	$	(27,073	)	$	(3,401	)	$	(9,751	)	$	(40,225	)

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Schedule of Stock-Based Compensation Expense Expected to be Recognized (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award
2014	$ 13,734
2015	8,569
2016	4,820
2017	2,221
2018	98
Total unrecognized compensation expense	29,442
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
2014	13,362
2015	8,262
2016	4,812
2017	2,221
2018	98
Total unrecognized compensation expense	28,755
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
2014	372
2015	307
2016	8
Total unrecognized compensation expense	$ 687

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Selected Quarterly Data

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Data

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.

	Quarter Ended
(In thousands, except per share data)	Mar. 31		Jun. 30		Sep. 30		Dec. 31
2013
Revenue	$	1,195,997	$	1,251,748	$	1,298,094	$	1,316,689
Gross margin	501,949		509,873		517,907		545,673
Operating income	141,588		131,378		123,395		133,819
Net income	84,592		75,722		73,445		77,864
Basic earnings per share(1)	$	0.28	$	0.25	$	0.24	$	0.26
Diluted earnings per share(1)	$	0.28	$	0.25	$	0.24	$	0.26

	Quarter Ended
(In thousands, except per share data)	Mar. 31		Jun. 30		Sep. 30		Dec. 31
2014
Revenue	$	1,625,777	$	1,709,132	$	1,721,024	$	1,684,131
Gross margin	651,884		671,059		664,411		664,559
Operating income	173,834		173,596		156,188		146,250
Net income	104,653		104,882		91,515		80,469
Basic earnings per share(1)	$	0.35	$	0.35	$	0.30	$	0.27
Diluted earnings per share(1)	$	0.34	$	0.34	$	0.30	$	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.

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Equity Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary Of Transactions In Stock-Based Compensation Plans

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	1,504,410		15.86		—		—		—		—
Exercised	—		—		(3,446,472	)	5.13		—		—
Vested	(467,208	)	13.09		—		—		(96,000	)	9.51
Canceled	(119,422	)	14.03		(276,550	)	8.30		—		—
Balance, December 31, 2012	2,351,362		$	14.02	9,355,070		$	6.90	116,000		$	9.47
Granted	924,312		22.18		—		—		—		—
Exercised	—		—		(2,399,419	)	6.41		—		—
Vested	(594,961	)	15.05		—		—		(96,000	)	9.51
Canceled	(122,500	)	16.25		(123,320	)	8.89		—		—
Balance, December 31, 2013	2,558,213		$	16.63	6,832,331		$	7.04	20,000		$	9.30
Granted	664,897		31.82		126,755		32.31		—		—
Exercised	—		—		(1,687,700	)	5.52		—		—
Vested	(975,462	)	17.01		—		—		(20,000	)	9.30
Canceled	(96,416	)	20.73		(63,614	)	16.10		—		—
Balance, December 31, 2014	2,151,232		$	20.97	5,207,772		$	8.04	—		$	—

Summary Of Expected to Vest RSUs, Options, and Restricted Shares

The following table summarizes information about RSUs and options at December 31, 2014:

	Shares	Weighted Average Remaining Contractual Life (Yrs)	Intrinsic Value (in thousands)		Weighted Average Exercise Price
RSUs - expected to vest	2,093,784	2.3	$	58,877	$	—
Stock options - outstanding	5,207,772	3.6	105,038		8.04
Stock options - expected to vest	5,169,746	3.6	105,038		7.86
Stock options - exercisable	4,843,084	3.5	100,341		7.40

Schedule Of Pre-Tax Stock-Based Compensation Expense

The components of pre-tax stock-based compensation expense are as follows (in thousands):

	Year Ended December 31,
	2014		2013		2012
RSUs	$	18,965	$	17,299	$	8,411
Stock options	2,917		4,529		6,310
Restricted stock	139		208		913
Total stock-based compensation expense	$	22,021	$	22,036	$	15,634

Schedule Of Stock-Based Compensation Expense Included In Statements Of Income

The following table sets forth the classification of total stock-based compensation expense included in our Consolidated Statements of Income (in thousands):

	Year Ended December 31,
	2014			2013			2012
Cost of goods sold	$	410		$	392		$	376
Facility and warehouse expenses	2,195			2,745			2,465
Selling, general and administrative expenses	19,416			18,899			12,793
	22,021			22,036			15,634
Income tax benefit	(8,478		)	(8,594		)	(6,097		)
Total stock-based compensation expense, net of tax	$	13,543		$	13,442		$	9,537

Schedule Of Stock-Based Compensation Expense Expected To Be Recognized

As of December 31, 2014, unrecognized compensation expense related to unvested RSUs and stock options is expected to be recognized as follows (in thousands):

	RSUs		Stock Options		Total
2015	$	13,362	$	372	$	13,734
2016	8,262		307		8,569
2017	4,812		8		4,820
2018	2,221		—		2,221
2019	98		—		98
Total unrecognized compensation expense	$	28,755	$	687	$	29,442

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Schedule of Pre-Tax Stock-Based Compensation Expense (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 22,021	$ 22,036	$ 15,634
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	18,965	17,299	8,411
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	2,917	4,529	6,310
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based compensation expense	$ 139	$ 208	$ 913

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Summary of Significant Accounting Policies Schedule of Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2014
Land improvements | Minimum
Property, Plant and Equipment
Estimated useful life	10 years
Land improvements | Maximum
Property, Plant and Equipment
Estimated useful life	20 years
Buildings and improvements | Minimum
Property, Plant and Equipment
Estimated useful life	20 years
Buildings and improvements | Maximum
Property, Plant and Equipment
Estimated useful life	40 years
Furniture, fixtures and equipment | Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Furniture, fixtures and equipment | Maximum
Property, Plant and Equipment
Estimated useful life	20 years
Computer equipment and software | Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Computer equipment and software | Maximum
Property, Plant and Equipment
Estimated useful life	10 years
Vehicles and trailers | Minimum
Property, Plant and Equipment
Estimated useful life	3 years
Vehicles and trailers | Maximum
Property, Plant and Equipment
Estimated useful life	10 years

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
Net income	$ 80,469	$ 91,515	$ 104,882	$ 104,653	$ 77,864	$ 73,445	$ 75,722	$ 84,592	$ 381,519	$ 311,623	$ 261,225
Other comprehensive (loss) income, net of tax:
Foreign currency translation									(51,979)	14,056	12,921
Net change in unrecognized gains/losses on derivative instruments, net of tax									2,195	4,495	(3,201)
Unrealized gain on pension plan, net of tax									(10,452)	701	0
Total other comprehensive (loss) income									(60,236)	19,252	9,720
Total comprehensive income									$ 321,283	$ 330,875	$ 270,945

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Selected Quarterly Data Summary of Selected Quarterly Data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 1,684,131	$ 1,721,024	$ 1,709,132	$ 1,625,777	$ 1,316,689	$ 1,298,094	$ 1,251,748	$ 1,195,997	$ 6,740,064	$ 5,062,528	$ 4,122,930
Gross margin	664,559	664,411	671,059	651,884	545,673	517,907	509,873	501,949	2,651,913	2,075,402	1,724,140
Operating income	146,250	156,188	173,596	173,834	133,819	123,395	131,378	141,588	649,868	530,180	437,953
Net income	$ 80,469	$ 91,515	$ 104,882	$ 104,653	$ 77,864	$ 73,445	$ 75,722	$ 84,592	$ 381,519	$ 311,623	$ 261,225
Basic earnings per share	$ 0.27	$ 0.30	$ 0.35	$ 0.35	$ 0.26	$ 0.24	$ 0.25	$ 0.28
Diluted earnings per share	$ 0.26	$ 0.30	$ 0.34	$ 0.34	$ 0.26	$ 0.24	$ 0.25	$ 0.28

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Equity Incentive Plans

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Plans

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.

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.

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	1,504,410		15.86		—		—		—		—
Exercised	—		—		(3,446,472	)	5.13		—		—
Vested	(467,208	)	13.09		—		—		(96,000	)	9.51
Canceled	(119,422	)	14.03		(276,550	)	8.30		—		—
Balance, December 31, 2012	2,351,362		$	14.02	9,355,070		$	6.90	116,000		$	9.47
Granted	924,312		22.18		—		—		—		—
Exercised	—		—		(2,399,419	)	6.41		—		—
Vested	(594,961	)	15.05		—		—		(96,000	)	9.51
Canceled	(122,500	)	16.25		(123,320	)	8.89		—		—
Balance, December 31, 2013	2,558,213		$	16.63	6,832,331		$	7.04	20,000		$	9.30
Granted	664,897		31.82		126,755		32.31		—		—
Exercised	—		—		(1,687,700	)	5.52		—		—
Vested	(975,462	)	17.01		—		—		(20,000	)	9.30
Canceled	(96,416	)	20.73		(63,614	)	16.10		—		—
Balance, December 31, 2014	2,151,232		$	20.97	5,207,772		$	8.04	—		$	—

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:

	Shares	Weighted Average Remaining Contractual Life (Yrs)	Intrinsic Value (in thousands)		Weighted Average Exercise Price
RSUs - expected to vest	2,093,784	2.3	$	58,877	$	—
Stock options - outstanding	5,207,772	3.6	105,038		8.04
Stock options - expected to vest	5,169,746	3.6	105,038		7.86
Stock options - exercisable	4,843,084	3.5	100,341		7.40

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.

The components of pre-tax stock-based compensation expense are as follows (in thousands):

	Year Ended December 31,
	2014		2013		2012
RSUs	$	18,965	$	17,299	$	8,411
Stock options	2,917		4,529		6,310
Restricted stock	139		208		913
Total stock-based compensation expense	$	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):

	Year Ended December 31,
	2014			2013			2012
Cost of goods sold	$	410		$	392		$	376
Facility and warehouse expenses	2,195			2,745			2,465
Selling, general and administrative expenses	19,416			18,899			12,793
	22,021			22,036			15,634
Income tax benefit	(8,478		)	(8,594		)	(6,097		)
Total stock-based compensation expense, net of tax	$	13,543		$	13,442		$	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):

	RSUs		Stock Options		Total
2015	$	13,362	$	372	$	13,734
2016	8,262		307		8,569
2017	4,812		8		4,820
2018	2,221		—		2,221
2019	98		—		98
Total unrecognized compensation expense	$	28,755	$	687	$	29,442

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Fair Value Measurements - Additional Information (Details)	12 Months Ended								3 Months Ended		12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Dec. 31, 2014 Credit Agreement USD ($)	Dec. 31, 2013 Credit Agreement USD ($)	Dec. 31, 2014 Receivables securitization USD ($)	Dec. 31, 2013 Receivables securitization USD ($)	Dec. 31, 2014 Senior Notes USD ($)	Dec. 31, 2013 Senior Notes USD ($)	Mar. 31, 2013 ECP 2012 Contingent Payment USD ($)	Mar. 31, 2013 ECP 2012 Contingent Payment GBP (£)	Dec. 31, 2014 ECP 2012 Contingent Payment USD ($)	Dec. 31, 2014 ECP 2012 Contingent Payment GBP (£)	Dec. 31, 2012 ECP 2012 Contingent Payment GBP (£)	Dec. 31, 2013 ECP 2013 Contingent Payment [Member] GBP (£)
Fair Value Measurements
Maximum payment under contingent consideration agreement													£ 25,000,000	£ 30,000,000
Borrowings under credit agreement, carrying value			1,132,000,000	672,600,000
Borrowings under receivable securitization facility, carrying value					94,900,000	0
Contingent consideration payments	52,363,000	39,117,000							33,900,000	22,400,000	44,800,000	26,900,000
Contingent consideration other settlements									3,900,000	2,600,000	5,100,000	3,100,000
Debt instrument, fair value							569,000,000	561,000,000
Debt instrument, face amount							$ 600,000,000	$ 600,000,000

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Schedule of Capital Expenditures by Reportable Segment (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information
Capital Expenditures	$ 140,950	$ 90,186	$ 88,255
North America
Segment Reporting Information
Capital Expenditures	86,172	66,288	73,331
Europe
Segment Reporting Information
Capital Expenditures	44,896	23,898	14,924
Specialty
Segment Reporting Information
Capital Expenditures	$ 9,882

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Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities	289
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities	116

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Long-Term Obligations (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Schedule Of Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):

	December 31,
	2014			2013
Senior secured credit agreement:
Term loans payable	$	433,125		$	438,750
Revolving credit facilities	663,912			233,804
Senior notes	600,000			600,000
Receivables securitization facility	94,900			—
Notes payable through November 2019 at weighted average interest rates of 1.0% and 1.1%, respectively	45,891			15,730
Other long-term debt at weighted average interest rates of 3.1% and 3.5%, respectively	26,734			17,497
	1,864,562			1,305,781
Less current maturities	(63,515		)	(41,535		)
	$	1,801,047		$	1,264,246

Schedule Of Maturities Of Long-Term Obligations

The scheduled maturities of long-term obligations outstanding at December 31, 2014 are as follows (in thousands):

2015	$	63,515
2016	33,352
2017	119,145
2018	28,143
2019	1,008,137
Thereafter	612,270
	$	1,864,562

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Income Taxes Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Deferred Tax Assets:
Inventory	$ 33,452	$ 30,880
Accrued expenses and reserves	40,349	29,970
Stock-based compensation	11,978	11,519
Qualified and nonqualified retirement plans	12,894	11,161
Net operating loss carryforwards	14,049	10,210
Tax credit carryforwards	6,744	5,181
Other	4,424	1,136
Other	8,275	6,711
Total deferred tax assets, gross	132,165	106,768
Less valuation allowance	(5,239)	(1,092)
Total deferred tax assets	126,926	105,676
Deferred Tax Liabilities:
Goodwill and other intangible assets	121,728	83,097
Property and equipment	60,215	50,695
Trade name	43,325	40,929
Other	5,988	2,693
Total deferred tax liabilities	231,256	177,414
Net deferred tax liability	$ (104,330)	$ (71,738)

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Business Business - Additional Information (Details)	Dec. 31, 2014	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of facilities (rounded)	750
Common stock, shares authorized	1,000,000,000	1,000,000,000

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Segment and Geographic Information

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment and Geographic Information

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):

	North America		Europe		Specialty		Eliminations			Consolidated
Year Ended December 31, 2014
Revenue:
Third Party	$	4,088,701	$	1,846,155	$	805,208	$	—		$	6,740,064
Intersegment	589		—		1,807		(2,396		)	—
Total segment revenue	$	4,089,290	$	1,846,155	$	807,015	$	(2,396	)	$	6,740,064
Segment EBITDA	$	543,943	$	167,155	$	79,453	$	—		$	790,551
Depreciation and amortization	70,434		34,391		20,612		—			125,437
Year Ended December 31, 2013
Revenue:
Third Party	$	3,802,929	$	1,259,599	$	—	$	—		$	5,062,528
Intersegment	—		—		—		—			—
Total segment revenue	$	3,802,929	$	1,259,599	$	—	$	—		$	5,062,528
Segment EBITDA	$	486,831	$	141,756	$	—	$	—		$	628,587
Depreciation and amortization	65,606		20,857		—		—			86,463
Year Ended December 31, 2012
Revenue:
Third Party	$	3,426,858	$	696,072	$	—	$	—		$	4,122,930
Intersegment	—		—		—		—			—
Total segment revenue	$	3,426,858	$	696,072	$	—	$	—		$	4,122,930
Segment EBITDA	$	441,268	$	73,673	$	—	$	—		$	514,941
Depreciation and amortization	59,132		11,033		—		—			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):

	Year Ended December 31,
	2014			2013		2012
Segment EBITDA	$	790,551		$	628,587	$	514,941
Deduct:
Restructuring and acquisition related expenses(1)	14,806			10,173		2,751
Change in fair value of contingent consideration liabilities (2)	(1,851		)	2,504		1,643
Add:
Equity in earnings of unconsolidated subsidiaries	(2,105		)	—		—
EBITDA	775,491			615,910		510,547
Depreciation and amortization	125,437			86,463		70,165
Interest expense, net	63,947			50,825		31,215
Loss on debt extinguishment	324			2,795		—
Provision for income taxes	204,264			164,204		147,942
Net income	$	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):

	Year Ended December 31,
	2014		2013		2012
Capital Expenditures
North America	$	86,172	$	66,288	$	73,331
Europe	44,896		23,898		14,924
Specialty	9,882		—		—
	$	140,950	$	90,186	$	88,255

The following table presents assets by reportable segment (in thousands):

	December 31,
	2014		2013		2012
Receivables, net
North America	$	322,713	$	277,395	$	241,627
Europe	227,987		180,699		70,181
Specialty	50,722		—		—
Total receivables, net	601,422		458,094		311,808
Inventory
North America	826,429		748,167		750,565
Europe	402,488		328,785		150,238
Specialty	204,930		—		—
Total inventory	1,433,847		1,076,952		900,803
Property and Equipment, net
North America	456,288		447,528		434,010
Europe	128,309		99,123		60,369
Specialty	45,390		—		—
Total property and equipment, net	629,987		546,651		494,379
Other unallocated assets	2,908,236		2,437,077		2,016,466
Total assets	$	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):

	Year Ended December 31,
	2014		2013		2012
Revenue
United States	$	4,499,743	$	3,544,360	$	3,209,024
United Kingdom	1,321,786		981,585		696,072
Other countries	918,535		536,583		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):

	December 31,
	2014		2013
Long-lived Assets
United States	$	469,450	$	418,869
United Kingdom	92,813		77,827
Other countries	67,724		49,955
	$	629,987	$	546,651

The following table sets forth our revenue by product category (in thousands):

	Year Ended December 31,
	2014		2013		2012
Aftermarket, other new and refurbished products	$	4,613,454	$	3,034,599	$	2,286,853
Recycled, remanufactured and related products and services	1,473,305		1,394,981		1,277,023
Other	653,305		632,948		559,054
	$	6,740,064	$	5,062,528	$	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.