What changed in this filing

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Item 1. Business

2021-02-26 compared with 2020-02-27 · 153 added, 90 removed, 227 unchanged (52% of the section changed)

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Collectively, we refer to the four sources that are not new OEM products as alternative parts.

We are a leading provider of alternative vehicle collision replacement products and alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major markets in the United States and Canada.

We are a leading provider of alternative vehicle collision and 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, Germany, the Benelux region (Belgium, Netherlands, and Luxembourg), Italy, Czech Republic, Poland, Slovakia, Austria, and various other European countries.

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This acquisition expanded our geographic presence in continental Europe.

• 2016 acquisition of Pittsburgh Glass Works LLC (“PGW”), a distributor of aftermarket automotive replacement glass.

The acquisition expanded our addressable market in North America.

• 2018 acquisition of Stahlgruber GmbH (“Stahlgruber”), a wholesale distributor of aftermarket spare parts for passenger cars, tools, capital equipment and accessories with operations in Germany, Austria, Italy, Slovenia, and Croatia, with further sales to Switzerland.

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Further information regarding our recent acquisitions is included in Note 2, "Business Combinations" to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Since 2017, we have divested eight businesses resulting from (i) the ongoing rationalization of our asset base by divesting certain non-core and/or low margin businesses, and (ii) mandatory divestiture requirements due to certain acquisitions.

Two of these divestitures have been reported as discontinued operations.

Our mission is to be the leading global value-added distributor of vehicle parts and accessories by offering our customers the most comprehensive, available and cost-effective selection of part solutions while building strong partnerships with our employees and the communities in which we operate.

Beginning in 2019, we reduced our focus on growth primarily through acquisitions and emphasized operational excellence, through a strategy of organically taking market share with leading inventory breadth and depth, high fulfillment rates, delivery reliability and customer service.

We have four primary strategic pillars to build economic value:

growth through diversified product offerings;

growth through geographic expansion;

expanding our footprint;

adaptation to evolving technology;

and rationalization of our asset base to enhance margins and return on capital.

We believe our 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.

To execute our strategy, we are focused on a number of key areas, including:

Extensive distribution network.

We believe our distribution network, with a broad inventory of quality collision and mechanical repair products and specialty vehicle aftermarket products, high fulfillment rates, and superior customer service, provide us with a competitive advantage.

To execute our strategy, we focus on a number of key areas, including:

• Continue to build and develop our extensive distribution network.

We have invested significant capital to develop a network of alternative and specialty vehicle parts facilities across our operating segments.

Additionally, our ability to move inventory throughout our distribution networks increases the availability of our products and helps us to fill a relatively high percentage of our customers’ requests.

In order to expand our distribution network, we will continue to seek to enter new markets and to improve penetration through both organic development and acquisitions.

We will continue to seek opportunities to leverage the distribution network by delivering more parts through our existing network.

We believe our North America segment has the largest distribution network of alternative vehicle parts and accessories for the automotive collision repair market in North America.

In our Europe segment, we are implementing a similar strategy to our North America operations by establishing a Pan-European distribution network.

Our ability to move inventory throughout our distribution networks increases the availability of our products and allows us to fill a high percentage of our customers’ requests.

In order to expand our distribution network, we may seek to enter new markets through geographic expansion, improve penetration through organic development, tuck in acquisitions, and by building critical capabilities such as diagnostic service offerings.

We believe our North America segment has the largest distribution network of vehicle parts and accessories for the automotive collision repair market in North America.

In our Europe segment, we are implementing a business transformation, a similar strategy to our North America operations, by establishing a Pan-European organization through the integration of the various acquisitions.

We currently have operations in over 20 different European countries, which we believe represents the broadest and largest footprint in the aftermarket industry in Europe.

On a global basis, we operate approximately 1,700 facilities as part of our distribution network.

On a global basis, we operate approximately 1,600 facilities.

• Broad product offering.

The breadth and depth of our inventory across all of our operating segments reinforces our ability to provide a “one-stop” solution for our customers’ alternative vehicle replacement, maintenance, and specialty vehicle product needs.

The breadth and depth of our inventory across our operating segments reinforces our ability to provide a “one-stop” solution for our customers’ alternative vehicle replacement, maintenance, diagnostic services and specialty vehicle product needs.

• High fulfillment rates.

We manage local inventory levels to improve delivery and maximize customer service.

Improving local order fulfillment rates reduces transfer costs and delivery times, and improves customer satisfaction.

We manage our inventory to improve stocking levels and delivery speed.

Maintaining industry leading service levels and fill rates improves customer satisfaction and cycle time for repairs.

• Strong business relationships.

We have developed business relationships with key constituents, including customers, automobile insurance companies, suppliers and other industry participants in North America, Europe, and Asia.

Acquisitions.

The primary objective of our acquisitions is to expand our presence to new or adjacent geographic markets and to expand into other product lines and businesses that may benefit from our operating strengths, in each case with the aim of increasing the size of our addressable market.

After completing an acquisition, we focus on integrating the company with our existing business to provide additional value to the combined entity through cost savings and synergies, such as logistics cost synergies resulting from integration with our existing distribution network, administrative cost savings, shared procurement, and cross-selling opportunities.

We have developed business relationships with key constituents, including customers, automobile insurance companies, multiple-location vehicle repair operations, vendor partners and other industry participants in North America, Europe, and Asia.

We monitor the start-up and venture capital landscape to develop business relationships and enhance our portfolio of potential offerings.

• Technology driven business processes.

We focus on technology development to support our competitive advantage.

We have built advanced data analytics capabilities and data assets and believe that we can more cost effectively leverage our data to make better business decisions than our smaller competitors.

We focus on technology development to expand our competitive advantage.

We have built advanced data analytics capabilities and data assets and believe that we can more cost effectively leverage our data to make better business decisions than most of our competitors.

• Adaptation to evolving technology in the automotive industry.

We are committed to monitoring and adapting our business to the technological changes in the automotive industry.

We have a forward-looking strategy and innovation team that helps us assess the potential opportunities and risks associated with several areas including, but not limited to, e-commerce, accident avoidance systems, vehicle connectivity, autonomous vehicles, electric vehicles and ride-sharing trends.

We have a forward-looking strategy and innovation team that helps us monitor megatrends and assess the potential opportunities and risks associated with several areas including, but not limited to, electric vehicles, advanced driver assistance systems, vehicle connectivity, autonomous vehicles, e-commerce and ride-sharing trends.

• Rationalized asset base.

We have a portfolio review process and are continually analyzing and executing initiatives to reduce our operating costs and drive efficiencies.

We have a portfolio review process and are continually analyzing and executing initiatives to reduce our operating costs and drive efficiencies, including brand rationalization, rightsizing efforts and productivity initiatives.

• Employees and communities.

We focus on employees and communities through continuous improvement in our Environmental, Social and Governance initiatives.

One of our top priorities is the health and safety of our employees, customers and communities in which we operate.

We will measure our progress toward achieving our strategic goals based on our performance with respect to the following key priorities:

profitable growth, cash flow generation, European integration and talent acquisition.

We have implemented various improvement plans in an attempt to enhance our operational efficiencies and actively monitor these and other important operating metrics.

COVID-19 IMPACT

The COVID-19 pandemic and the resulting governmental actions taken to control the virus have impacted, and are expected to continue to impact, our business in 2020 and into 2021.

The effects include, but are not limited to, a reduction in demand for our products and services, liquidity challenges for certain of our customers and suppliers, and organizational changes, such as personnel reductions and route consolidation, driven by cost actions to mitigate the actual and expected revenue decline.

The ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows is dependent on future developments, including the severity and duration of the pandemic and the related impact on the global economy, which are uncertain and cannot be predicted at this time.

For further discussion regarding the impact of the COVID-19 pandemic on our business and financial results, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Annual Report on Form 10-K.

NORTH AMERICA SEGMENT

Our North America segment is composed of wholesale operations, which consists of aftermarket and salvage operations, and self service retail operations.

During 2019, we acquired two diagnostic and repair services businesses.

Wholesale Operations

Our wholesale operations in North America sell five product types (aftermarket, OEM recycled, OEM remanufactured, OEM refurbished and, to a lesser extent, new OEM parts) to professional collision and mechanical automobile

repair businesses.

Our principal aftermarket product types consist of those most frequently damaged in collisions, including bumper covers, automotive body panels, lights and automotive glass products such as windshields.

Platinum Plus is our exclusive product line offered under the Keystone brand of aftermarket products.

We also developed a product line called “Value Line” for more value conscious, often self-pay, consumers.

Certain of our products are certified by an independent organization, the Certified Automotive Parts Association (“CAPA”).

CAPA is an association that evaluates the quality of aftermarket collision replacement products compared to OEM collision replacement products.

We also developed a product line called "Value Line" for more value conscious, often self-pay, consumers.

Our salvage products include both mechanical and collision parts, including engines;

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and bumper assemblies.

Additionally, by way of two acquisitions in 2019, we entered the diagnostics and repair services business, which we expect to grow in the coming years as the number of technological components in vehicles increases.

In January 2021, the diagnostic and repair services acquisitions were combined into a single brand, known as Elitek Vehicle Services.

The aftermarket products we distribute are purchased from independent manufacturers and distributors located primarily in North America and Asia, principally Taiwan.

In 2019, approximately 38% of our aftermarket purchases were made from our top 4 vendors, with our largest vendor providing approximately 16% of our annual inventory purchases.

In 2020, approximately 44% of our aftermarket purchases were made from our top 5 vendors, with our largest vendor providing approximately 13% of our annual inventory purchases for the North America segment.

We believe we are one of the largest customers of each of these suppliers.

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The availability and pricing of the salvage vehicles we procure for our wholesale recycled products operations may be impacted by a variety of factors, including the production level of new vehicles and the percentage of damaged vehicles declared total losses.

Our bidding specialists are equipped with a proprietary software application that allows them to compare the vehicles at salvage auctions against our current inventory levels, historical demand, and recent average selling prices to arrive at an estimated maximum bid.

Our bidding specialists are equipped with a proprietary software application that allows them to compare the vehicles at salvage auctions against our current inventory

levels, historical demand, and recent average selling prices to arrive at an estimated maximum bid.

Additionally, we are embedding artificial intelligence technology into our salvage procurement software to assist in the procurement decision making process, reducing the amount of labor and human error in the process.

Information Technology Systems

In our aftermarket operations, we use a third party enterprise management system and other third party software packages 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 E-commerce tools to enhance our online business-to-business initiatives - OrderKeystone.com and Keyless.

In our aftermarket operations, we use a third party enterprise management system and other third party software packages for an electronic data interchange tool, and E-commerce tools to enhance our online business-to-business initiatives - OrderKeystone.com and Keyless.

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;

We believe that the use of a single system across a majority of our wholesale recycled product operations helps facilitate the sales process;

allows for continued implementation of standard operating procedures;

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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.

We also use other third party software packages for both businesses to leverage the centralized data and information that a single system provides, such as a data warehouse to conduct enhanced analytics and reporting, and an integrated budgeting system.

Scrap and Other Materials

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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.

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 consolidation.

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 shop operators ("MSO") have increased their geographic presence through consolidation.

Automobile insurance companies affect the demand for our collision products;

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As a result, insurance companies often influence the types of products used in a repair.

The use of our alternative products instead of new OEM products provides a direct benefit to insurance companies by lowering the cost of repairs, by often decreasing the

time required to return the repaired vehicle to the customer, and by providing a replacement product that is of high quality and comparable performance to the part replaced.

The use of our alternative products instead of new OEM products provides a direct benefit to insurance companies by lowering the cost of repairs, by often decreasing the time required to return the repaired vehicle to the customer, and by providing a replacement product that is of high quality and comparable performance to the part replaced.

Our sales personnel are encouraged to promote LKQ to customers as a “one-stop shop” by offering comparable options from our other product lines if the desired part is not in stock.

To support these efforts, we have provided our sales staff with access to both recycled and aftermarket sales systems to encourage cross selling.

To support these efforts, our sales staff has access to both recycled and aftermarket sales systems to encourage cross selling.

To better serve our customers, we take a consolidated approach to the electronic sale of wholesale products in our North America segment.

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Using these services in coordination with our partners, products can be searched, priced and ordered without leaving the customers' own operating systems.

We have a distribution network of warehouses and cross dock facilities, which allows us to develop and maintain our service levels with local repair shops while providing fulfillment rates that are made possible by our nationwide presence.

We have a distribution network of warehouses and cross dock facilities, which allows us to develop and maintain our service levels with local repair shops while providing industry leading fulfillment rates that are made possible by our nationwide presence.

Our delivery fleet utilizes a third party software provider to optimize delivery routes, and to track the progress of delivery vehicles throughout their runs.

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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 operate a delivery fleet of medium-sized trucks and smaller trucks and vans, which deliver 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,

which deliver multiple product types on the same delivery routes to help minimize distribution costs and improve customer service.

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.

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Our self service retail operations, most of which operate under the name “LKQ Pick Your Part,” allow consumers to come directly to the yard to pick parts off of salvage vehicles.

In addition to revenue from the sale of parts, core, and scrap, we charge a nominal admission fee to access the property.

In addition to revenue from the sale of parts, core, scrap steel and other metals, we charge a nominal admission fee to access the property.

We acquire inventory for our self service retail product operations from a variety of sources, including but not limited to towing companies, vehicle auctions, the general public, municipality sales, insurance carriers, and charitable organizations.

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We try to differentiate our business by the quality of the inventory and the size and cleanliness of the property.

We also differentiate our business from our competitors through our app, which allows customers to receive daily push notifications when cars they are interested in are placed into their favorite yards.

In addition to allowing customers to see our available inventory, the app also allows customers to input search parameters such as the specific part they are searching for, and the year, make, and model of the vehicle, to identify the population of cars that might be available to pull compatible parts from.

We also differentiate our business from our competitors through our app, which allows customers to receive daily push notifications when vehicles in which they have identified an interest are placed into their favorite yards.

In addition to allowing customers to see our available inventory, the app also allows customers to input search parameters, including for specific parts, and the year, make, and model of the vehicle, to identify the population of vehicles that might be available from which to pull compatible parts.

We do not consider retail chains that focus on the do-it-yourself market to be our direct competitors, as there is limited overlap in the products that we sell.

EUROPE SEGMENT

Our Europe segment was built on four key acquisitions:

Our Europe segment operates in over 20 countries and was built on four key acquisitions:

ECP (2011), Sator (2013), Rhiag (2016) and Stahlgruber (2018).

Additionally, in 2014 we expanded our European segment to include wholesale recycling operations through our acquisition of a business with salvage and vehicle repair facilities in Sweden and Norway, and in 2016, we acquired an equity investment in Mekonomen AB ("Mekonomen"), the leading independent car parts distributor in the Nordic region of Europe.

Mekonomen is independent of our existing European operations, but we have identified areas where the companies can work together in a mutually beneficial manner, primarily related to procurement.

Our European strategy is to target platform acquisitions to cover broad markets initially, then integrate these businesses with our other operations and subsequently expand our footprint in these regions through new branch openings and smaller tuck-in acquisitions.

Our acquisitions provide a platform to capitalize on the large and fragmented aftermarket mechanical replacement parts market in Europe, and allow for cost savings from the leveraging of our combined purchasing power given the significant overlap in suppliers and product mix.

We have acquired many smaller businesses within the regions we operate, and we are integrating our European operations as we optimize purchasing, warehousing, systems, logistics and back-office functions, and align our private label brands across the segment.

In September 2019, we announced a multi-year program called "1 LKQ Europe," to further centralize and standardize certain key functions to improve the efficiencies within the Europe segment.

Under the 1 LKQ Europe program, we will reorganize our non-customer-facing teams and support systems through various projects including the implementation of a common ERP platform, rationalization of our product portfolio, and the creation of a Europe headquarters office in Zug, Switzerland.

Nordic region of Europe.

Mekonomen is independent of our existing European operations, but we have identified areas where the companies can work together in a mutually beneficial manner, primarily related to procurement and category management.

Our European strategy, facilitated through our 1 LKQ Europe program, is to leverage the strengths of acquired businesses, reduce procurement costs by consolidating and streamlining our product offerings, and combine an integrated organization driving for functional excellence with the necessary technology linking our business processes with our customers and suppliers.

As part of our 1 LKQ Europe program, we are integrating our European operations as we optimize purchasing, warehousing, systems, logistics and back-office functions, and align our private label products across the segment.

Under the 1 LKQ Europe program, we are reorganizing our non-customer-facing teams and support systems through various projects including the implementation of a common ERP platform, rationalization of our product portfolio, the creation of a Europe head office in Switzerland, and the establishment of a shared service center in Poland.

While certain projects were delayed as a result of the COVID-19 pandemic, such as our procurement initiatives and the new headquarters in Switzerland, we also accelerated certain projects, such as the integration of previously acquired networks and sharing resources across LKQ Europe.

We are targeting to complete the organizational design and implementation projects by the middle of 2021, with the remaining projects scheduled to be completed by 2024.

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, clutches, electrical products such as spark plugs and batteries, steering and suspension products, filters, and oil and automotive fluids.

In addition to mechanical aftermarket parts, we also sell collision parts in our Europe segment, although these sales represent approximately 1% of total Europe segment revenue.

In 2019, our top two suppliers represented 12% of our aftermarket inventory purchases, with our top supplier representing approximately 7% of our purchases.

We currently have over 900,000 unique part numbers.

Our goal is to reduce the complexity of our product portfolio, reduce the number of parts offered and reduce the number of suppliers.

We have phased out or replaced more than 150 brands in the past couple of years.

We believe that more than 70% of our product portfolio existing at the start of the program in 2019 could be reviewed for possible reduction.

In 2020, our top supplier represented 8% of our aftermarket inventory purchases for our Europe segment.

No other suppliers comprised more than 5% of our purchases during 2020.

In 2020, we purchased 94% of our products from companies in Europe.

The remaining 6% of our 2019 purchases were sourced from vendors located primarily in China or Taiwan, some of which also supply collision parts for our Wholesale - North America operations.

In 2020, 72% and 17% of our total inventory purchases were made in euros and pounds sterling, respectively.

In our Nordic operations, we purchase severely damaged or totaled vehicles from insurance companies, which are transferred to our dismantling facilities or sold to other third party dismantlers.

As part of our 1 LKQ Europe initiatives we are expanding the distribution of our private label products.

Our key strategic private label products are Optimal, ERA and MPM Oils.

In our Nordic operations, we purchase severely damaged or total loss vehicles from insurance companies, which are transferred to our dismantling facilities or sold to other third party dismantlers.

Information Technology Systems

Our aftermarket operations in Europe use various information technology ("IT") systems.

Our systems are complex and are designed to perform a variety of tasks (depending on the market), including:

manage customer orders and inventory movement, optimize our warehouse and logistics, and financial reporting.

Certain of our IT systems can interface with our repair shop customers' respective IT systems, which enables customers to identify and order the part required for the repair.

As part of our 1 LKQ Europe strategy to create an integrated European company, we initiated a multi-year program to develop and

implement a European wide ERP system, which will reduce the number of IT systems we operate.

A pilot for our ERP system was successfully deployed in the operating unit in Switzerland in the first quarter of 2020.

Our systems are complex and are designed to perform a variety of tasks (depending on the market), including but not limited to customer orders, inventory management, warehouse and logistics, and financial reporting.

Certain of our IT systems can interface with the respective IT systems of our repair shop customers, which enables our customers to identify and order the part required for the repair.

As part of our 1 LKQ Europe strategy to create an integrated European company, we initiated a multi-year program to develop and implement a European wide ERP system, which will reduce the number of IT systems we operate.

A pilot for the ERP system was successfully deployed in our operating unit in Switzerland in the first quarter of 2020.

After a pause during 2020 due to the disruption caused by the COVID-19 pandemic, the implementation of the ERP program has been resumed and will next be tested and installed at our Italian operating unit.

We primarily operate a two-step (i.e.

direct sales to repair shop customers) distribution model in Europe, although certain of our operations, such as Italy, the Netherlands, Germany, Switzerland, and Hungary, operate partially a three-step (i.e.

direct sales to repair shop customers) distribution model in Europe, although certain of our operations, such as in Italy, the Netherlands, Germany, Switzerland, and Hungary, operate partially a three-step (i.e.

sales to distributors who in turn sell to repair shop customers) distribution model.

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Product is moved through the distribution network on our trucks, vans or via common carrier.

We are building a new central distribution center in the Netherlands, similar to our central distribution centers in Tamworth, England and Sulzbach-Rosenberg, Germany,

that will allow us to consolidate multiple regional distribution centers.

We believe that our distribution network is larger than those of any of our principal competitors in Europe.

We view all suppliers of replacement repair products as our competitors, including other alternative parts suppliers and OEMs and their dealer networks.

We face significant competition in many markets where even smaller competitors can compete on price and service and the OEMs compete via ties to, and brand loyalty of, the consumer while also remaining competitive on price, service and availability.

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 face significant competition in many markets where even smaller competitors can compete on price and service, and the OEMs compete via ties to brand loyalty of the consumer while also remaining competitive on price, service and availability.

SPECIALTY SEGMENT

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Due to the highly fragmented supplier base for specialty vehicle aftermarket products, we have limited supplier concentration.

In 2019, approximately 15% of our specialty vehicle aftermarket purchases were made from our top two suppliers, with our largest supplier providing approximately 10% of our annual inventory purchases.

In 2020, approximately 13% of our specialty vehicle aftermarket purchases were made from our top two suppliers to this segment, with our largest supplier providing approximately 8% of our annual inventory purchases.

No other suppliers comprised more than 5% of our purchases during 2020.

With our 2017 acquisition of Warn, we have internal manufacturing capabilities to source aftermarket winches, hoists, and bumpers.

With our 2017 acquisition of Warn, we have internal capabilities to manufacture and source aftermarket winches, hoists, and bumpers.

Most of our Specialty operations utilize an internally developed inventory management and order entry system that interfaces with third party software systems for accounting, transaction processing, data analytics, and reporting.

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We promote our products to customers through marketing programs, which include:

(i) catalogs, advertising, sponsorships and promotional activities, (ii) product level marketing and merchandising support, and (iii) online and digital

marketing initiatives.

Our national footprint allows us to stage trade shows across the U.S., which provide an opportunity to improve sales through the showcasing of new and innovative products from our vendors to our customers.

Online sales of our Specialty products take place primarily through our ekeystone.com and viantp.com sites and mobile app.

(i) catalogs, advertising, sponsorships and promotional activities, (ii) product level marketing and merchandising support, and (iii) online and digital marketing initiatives.

We stage in-person and/or virtual trade shows across the U.S., which provide an opportunity to improve sales through the showcasing of new and innovative products from our vendors to our customers.

Online sales, which represent the majority of our sales, of our Specialty products take place primarily through our ekeystone.com and viantp.com sites and mobile app.

These sites provide customers (i) the ability to match products with the make and model of vehicle thus allowing the customer to order the correct part, (ii) product information (e.g.

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Additionally, the site can provide sales opportunities by suggesting other parts to purchase based on an inquiry submitted by the customer.

Our Specialty segment operations employ a hub-and-spoke distribution model which enables us to transport products from our primary distribution centers to our non-inventory stocking cross docks, a majority of which are co-located with our North America wholesale operations and provide distribution points to key regional markets and synergies with our existing infrastructure.

Our Specialty segment operations employ a hub-and-spoke distribution model that enables us to transport products from our primary distribution centers to our non-inventory stocking cross docks, some of which are co-located with our North America wholesale operations and provide distribution points to key regional markets and synergies with our existing infrastructure.

We believe this provides added value to our customers through a broader product offering and more efficient distribution process.

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states and 9 Canadian provinces, and we ship globally to customers in other countries.

Our delivery fleet utilizes a third party software provider to optimize delivery routes, and to track the progress of delivery vehicles throughout their runs.

delivery fleet utilizes a third party software provider to optimize delivery routes, and to track the progress of delivery vehicles throughout their runs.

Industry participants have a variety of supply choices.

Vendors can deliver products to market via warehouse distributors and mail order catalog businesses, or directly to retailers and/or consumers.

We view all suppliers of specialty vehicle aftermarket equipment and accessories as our competitors.

We believe we have been able to distinguish ourselves from other specialty vehicle aftermarket parts and equipment suppliers primarily through our broad product selection, which encompasses both popular and hard-to-find products, our national distribution network, and efficient inventory management systems, as well as through our service.

We view all distributors of specialty vehicle aftermarket equipment and accessories as our competitors.

We believe we have been able to distinguish ourselves from other specialty vehicle aftermarket parts and equipment distributors primarily through our broad product selection, which encompasses both popular and hard-to-find products, our national distribution network, and our efficient inventory 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 and have the right to use various intellectual property, including intellectual property acquired as a result of past acquisitions.

We own and have the right to use various intellectual property, including intellectual property acquired as a result of past acquisitions, such as intellectual property related to winches acquired in our acquisition of Warn.

In addition to trade names, trademarks and patents, we also have technology-based intellectual property that has been both internally developed and obtained through license agreements and acquisitions.

We do not believe that our business is materially dependent on any single item of intellectual property, or any single group of related intellectual property, owned or licensed, nor would the expiration of any particular item or related group of intellectual property, or the termination of any particular intellectual property license agreement, materially affect our business.

See the risk factor " Intellectual property claims relating to aftermarket products could adversely affect our business.

" in Part I, Item 1A of this Annual Report on Form 10-K for further information regarding the risks related to intellectual property.

HUMAN CAPITAL

Our people are our most valuable asset.

The Company’s core values of dependability, excellence, leadership, integrity, value, efficiency and responsiveness establish the foundation on which our culture is built and give our people the opportunity to thrive.

Our key human capital management objectives are to attract, retain and develop the highest quality talent.

To support these objectives, our human resources programs are designed to acquire and develop talent to prepare them for critical roles within our Company and to facilitate a high-performing, diverse workforce;

reward and support employees with competitive pay and benefit programs;

and enhance our culture through efforts aimed at making the workplace more engaging and inclusive.

As of December 31, 2020, we employed approximately 44,000 persons, of which approximately 17,000 were employed in North America and approximately 27,000 were employed outside of North America.

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We consider our employee relations to be good.

Inclusion and Diversity

We value and promote inclusion and diversity in our workplace.

We recognize that a diverse mix of backgrounds, skills and experiences drives new ideas, products and services.

We recruit, hire, promote and retain employees based on merit and demonstrated skills.

With respect to our employee population in the United States, as of December 31, 2020 approximately 42% have self-identified as Asian, Black or African American, Hispanic or Latino, Native American, Pacific Islander or two or more races.

We have a long-standing commitment to equal employment opportunity.

It is our policy and practice to hire, train, promote and compensate employees, and administer all of our personnel policies without regard to race, color, ethnicity, national origin, ancestry, citizenship status, religion, religious creed, sex, gender, gender identity and expression, age, disability, protected medical condition, marital status, veteran or military status, sexual orientation, pregnancy, genetic information or any other characteristic protected by civil rights laws.

Commitment to Values and Ethics

Along with our core values, we act in accordance with our Code of Ethics, which sets forth guidance for employees to make appropriate ethical decisions.

Our Code of Ethics covers topics such as use of company assets, bribery and corruption, conflicts of interest, discrimination, harassment, health and safety, privacy and data protection, protecting confidential information, and reporting Code of Ethics violations.

The Code of Ethics reflects our commitment to acting with a high level of integrity and providing guidance for reporting complaints in the event of alleged violations of our policies (including through an anonymous “Speak Up” hotline).

We do not tolerate harassment or retaliation against persons that report improper behavior.

Health and Safety

We are committed to providing all of our employees with a safe and secure work environment where no one is subject to unnecessary risk.

As a key focus, we have implemented various programs and practices aimed to prevent accidents and foster a culture of safety.

In response to the COVID-19 pandemic, we implemented new protocols to further support the health and safety of our employees and customers.

We also provide several avenues for employees to speak up, including anonymously, if they see something that is inconsistent with good safety practices.

Compensation and Benefits

We strive to attract and retain our talented employees by providing market-competitive compensation and benefits.

We engage an outside consulting firm to objectively evaluate our compensation program and benchmark it against industry peers and other similarly situated organizations.

Our short and long-term incentive programs are aligned with our vision and key business objectives and are intended to motivate strong performance.

We offer benefits that support the physical, financial and emotional well-being of our employees.

We offer eligible employees medical, dental and vision coverage, health savings and flexible spending accounts, paid time off, an employee assistance program, an employee assistance fund, voluntary short-term disability insurance, company paid long-term disability insurance, company paid term life insurance, a tuition reimbursement program, a scholarship program for the children of employees, a program to match charitable donations, and retirement plan contributions.

Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.

Professional Development and Training

We believe a key factor in employee retention is training and professional development.

We have training programs across all levels of the Company to meet the needs of various roles, specialized skill sets and departments across the Company.

We provide legal and ethics compliance education as well as general workplace safety and training to our employees.

We are committed to the security and confidentiality of our employees’ personal information and employ software tools and periodic cyber security training to promote security and information protection.

As of December 31, 2020, our operations included approximately 1,600 facilities, most of which are leased.

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Our North American headquarters, in Nashville, Tennessee, performs certain centralized functions for our North American operations, including accounting, procurement, and information systems support.

Our Europe headquarters are located in Zug, Switzerland.

Our European operations are distributed throughout Europe with main offices in Tamworth, England;

in Schiedam and Amsterdam, the Netherlands;

in Schiedam, the Netherlands;

in Milan, Italy;

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and in Poing, Germany.

In addition to these offices, we have two national distribution centers in Tamworth totaling 1,000,000 and 500,000 square feet, respectively, which house inventory to supply the hubs and branches of our U.K.

and Republic of Ireland operations, and one international distribution center in Sulzbach-Rosenberg, Germany which supplies Stahlgruber’s operations in Germany, Austria, Italy, Slovenia and Croatia.

Under the 1 LKQ Europe program, we are establishing a Europe headquarters office in Zug, Switzerland.

In addition to these offices, we have two national distribution centers in Tamworth, England, totaling 250,000 and 1,025,000 square feet, respectively, which house inventory to supply the hubs and branches of our U.K.

and Republic of Ireland operations, and one distribution center in Sulzbach-Rosenberg, Germany which supplies our operations in Germany, Austria, Italy, the Czech Republic and Switzerland.

The shared service center in Katowice, Poland should begin operations in the second half of 2021, and the central distribution center in the Netherlands is scheduled to be fully operational by 2023.

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.

Certain back-office support functions for our segments are performed in Bengaluru, India.

Additionally, we operate an aftermarket parts warehouse in Taiwan to aggregate inventory for shipment to our locations in North America.

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During the winter months, we tend to have higher demand for our vehicle replacement products because there are more weather related repairs.

Our specialty vehicle operations typically generate greater revenue and earnings in the second quarter, when vehicle owners tend to install this equipment, and lower revenue and earnings in the fourth quarter, when the number of RV trips tends to decline as a result of the winter weather.

Our aftermarket glass operations typically generate greater revenue and earnings in the second and third quarters, when the demand for automotive replacement glass increases after the winter weather.

However, the COVID-19 pandemic created an increased demand in the RV market in 2020, and the effect on demand extended into the fourth quarter.

Additionally, seasonality may affect our product mix, for example, collision parts tend to have higher demand in the winter as there are generally higher accident rates.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

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Once the parts are harvested, the remaining valuable materials are removed and repurposed for use in the manufacturing of new basic materials such as steel, aluminum, plastic and rubber.

Additionally, we extract fluids that we recycle or utilize in our own operations, such as gas to run our own truck fleet.

Additionally, we extract fluids that we recycle or utilize in our own operations, such as fuel to run our own truck fleet.

Our recycling efforts are a key pillar of our mission statement of being a responsible steward of the environment and a true partner with the communities in which we operate.

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Our recycling efforts preserve natural resources, reduce the demand for scarce landfill space, and help decrease air and water pollution.

The table below highlights our North American recycling operation’s efforts in 2019 to minimize the environmental impact of total loss and end-of-life vehicles with effective and proper vehicle disposition, and lists the approximate number or amount of parts or other materials removed from such vehicles and sold or used by us in our operations (in thousands).

Number of vehicles procured

The table below highlights our North American recycling operation’s efforts in 2020 to minimize the environmental impact of total loss and end-of-life vehicles with effective and proper vehicle disposition, and lists the approximate number or amount of parts or other materials removed from such vehicles and sold or used by us in our operations.

(in thousands) 2020 Totals

Vehicles procured 818

Catalytic converters 1,489

Batteries 658

Fuel (in gallons) 3,876

Waste oil (in gallons) 2,315

Anti-freeze/Washer fluid (in gallons) 305

Fuel (in gallons)

Total number of individual parts sold

Crush Auto/Scrap (in tons) 851

Individual parts sold 14,629

We continuously strive to improve the effect of our operations, and the awareness of all of our employees, with respect to social issues.

We seek diversity of our employees and do not discriminate in our employment with respect to race, color, ethnicity, national origin, ancestry, citizenship status, religion, sex, gender identity and expression, age, disability, protected medical condition, marital status, veteran or military status, sexual orientation, pregnancy, genetic information, or any other characteristic protected by civil rights laws.

We do not tolerate harassment or retaliation against persons that report improper behavior.

We have shared with our employees some of the benefits we received as part of the Tax Reform Act of 2017, including through a reduction of medical care premiums, an increase in paid time off, an increase in the Company’s matching amount under our retirement plan, a tuition reimbursement program, and a scholarship program for the children of our employees.

In addition, we have established a fund to help employees that experience catastrophic losses.

Refer to the "Human Capital" section above for more information.

We also strive to improve the communities in which we operate.

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We have made substantial progress in the area of corporate governance.

For example, we have three female members on our Board of Directors, and we have added five new members to the Board since August 2018.

After the departure from the Board by two of our current directors at our Annual Meeting of Stockholders in May 2020, over 80% of our directors will be independent.

We believe that the skill sets of our newly constituted Board effectively address the areas of focus that are important for our short and long-term strategic objectives.

Our Board of Directors refreshment process has resulted in half of our current Board being added since August 2018, and we have three women on our Board.

Additionally, over 80% of our directors are independent.

We believe that the skill sets of our newly constituted Board effectively address the areas of focus that are important for our short and long-term strategic objectives, including the continued focus on the integration of our European operations.

We have adopted “proxy access,” which permits an eligible stockholder to nominate and include in our proxy materials director nominees (subject to the terms set forth in our Bylaws).

We also have majority voting for the election of our directors, requiring a director who fails to receive a majority vote to tender his or her resignation to the Board.

Our Board of Directors recently adopted a revised Code of Ethics to help ensure that everyone at LKQ is clear on our mission, values and guiding ethical principles.

Our Board of Directors adopted a revised Code of Ethics in 2019 to help ensure that everyone at LKQ is clear on our mission, values and guiding ethical principles.

The Code of Ethics covers a variety of topics, including the health and safety of our employees, fair dealing with our customers, suppliers and competitors, anti-bribery rules, conflict of interest prohibitions, and protecting personal data.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business