LKQ CORP 10-Q

Item 1. Financial Statements LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Income (In thousands, except per share data) Three Months Ended March 31, 2021 2020 Revenue $ 3,170,786 $ 3,000,935 Cost of goods sold 1,877,072 1,787,059 Gross margin 1,293,714 1,213,876 Selling, general and administrative expenses 848,565 899,811 Restructuring and acquisition related expenses 7,885 6,970 Impairment of net assets held for sale and (gain on disposal of business) 15 ( 249 ) Depreciation and amortization 65,801 65,495 Operating income 371,448 241,849 Other expense (income): Interest expense, net of interest income 24,179 25,931 Loss on debt extinguishment — 12,751 Other income, net ( 6,213 ) ( 3,622 ) Total other expense, net 17,966 35,060 Income from continuing operations before provision for income taxes 353,482 206,789 Provision for income taxes 92,969 60,411 Equity in earnings of unconsolidated subsidiaries 5,819 516 Income from continuing operations 266,332 146,894 Net loss from discontinued operations — ( 915 ) Net income 266,332 145,979 Less: net income attributable to continuing noncontrolling interest 419 740 Less: net income attributable to discontinued noncontrolling interest — 103 Net income attributable to LKQ stockholders $ 265,913 $ 145,136 Basic earnings per share: (1) Income from continuing operations $ 0.88 $ 0.48 Net loss from discontinued operations — ( 0.00 ) Net income 0.88 0.48 Less: net income attributable to continuing noncontrolling interest 0.00 0.00 Less: net income attributable to discontinued noncontrolling interest — 0.00 Net income attributable to LKQ stockholders $ 0.88 $ 0.47 Diluted earnings per share: (1) Income from continuing operations $ 0.88 $ 0.48 Net loss from discontinued operations — ( 0.00 ) Net income 0.88 0.48 Less: net income attributable to continuing noncontrolling interest 0.00 0.00 Less: net income attributable to discontinued noncontrolling interest — 0.00 Net income attributable to LKQ stockholders $ 0.88 $ 0.47 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding. The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 2 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Comprehensive Income (In thousands) Three Months Ended March 31, 2021 2020 Net income $ 266,332 $ 145,979 Less: net income attributable to continuing noncontrolling interest 419 740 Less: net income attributable to discontinued noncontrolling interest — 103 Net income attributable to LKQ stockholders 265,913 145,136 Other comprehensive income (loss): Foreign currency translation, net of tax ( 24,572 ) ( 103,965 ) Net change in unrealized gains/losses on cash flow hedges, net of tax 658 ( 7,321 ) Net change in unrealized gains/losses on pension plans, net of tax 313 120 Other comprehensive loss from unconsolidated subsidiaries ( 3,512 ) ( 1,852 ) Other comprehensive loss ( 27,113 ) ( 113,018 ) Comprehensive income 239,219 32,961 Less: comprehensive income attributable to continuing noncontrolling interest 419 740 Less: comprehensive income attributable to discontinued noncontrolling interest — 103 Comprehensive income attributable to LKQ stockholders $ 238,800 $ 32,118 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 3 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidated Balance Sheets (In thousands, except share and per share data) March 31, December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 590,194 $ 312,154 Receivables, net 1,252,374 1,073,389 Inventories 2,392,714 2,414,612 Prepaid expenses and other current assets 218,664 233,877 Total current assets 4,453,946 4,034,032 Property, plant and equipment, net 1,204,643 1,248,703 Operating lease assets, net 1,373,238 1,353,124 Intangible assets: Goodwill 4,515,634 4,591,569 Other intangibles, net 777,372 814,219 Equity method investments 170,729 155,224 Other noncurrent assets 169,895 163,662 Total assets $ 12,665,457 $ 12,360,533 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,228,524 $ 932,406 Accrued expenses: Accrued payroll-related liabilities 202,333 208,718 Refund liability 104,534 102,148 Other accrued expenses 356,126 334,890 Other current liabilities 104,510 130,021 Current portion of operating lease liabilities 200,637 221,811 Current portion of long-term obligations 239,962 58,497 Total current liabilities 2,436,626 1,988,491 Long-term operating lease liabilities, excluding current portion 1,219,267 1,197,963 Long-term obligations, excluding current portion 2,471,730 2,812,641 Deferred income taxes 285,584 291,421 Other noncurrent liabilities 369,546 374,640 Commitments and contingencies Redeemable noncontrolling interest 24,077 24,077 Stockholders' equity: Common stock, $0.01 par value, 1,000,000,000 shares authorized, 321,170,573 shares issued and 302,370,072 shares outstanding at March 31, 2021; 320,867,602 shares issued and 303,553,000 shares outstanding at December 31, 2020 3,212 3,208 Additional paid-in capital 1,449,667 1,444,584 Retained earnings 5,041,953 4,776,040 Accumulated other comprehensive loss ( 126,122 ) ( 99,009 ) Treasury stock, at cost; 18,800,501 shares at March 31, 2021 and 17,314,602 shares at December 31, 2020 ( 526,084 ) ( 469,105 ) Total Company stockholders' equity 5,842,626 5,655,718 Noncontrolling interest 16,001 15,582 Total stockholders' equity 5,858,627 5,671,300 Total liabilities and stockholders' equity $ 12,665,457 $ 12,360,533 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Cash Flows (In thousands) Three Months Ended March 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 266,332 $ 145,979 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 71,597 71,379 Stock-based compensation expense 7,792 7,968 Loss on debt extinguishment — 12,751 Other ( 9,202 ) ( 2,970 ) Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: Receivables, net ( 197,594 ) ( 63,938 ) Inventories ( 13,469 ) ( 7,522 ) Prepaid income taxes/income taxes payable ( 20,694 ) 41,585 Accounts payable 331,383 ( 27,170 ) Other operating assets and liabilities 86,367 16,501 Net cash provided by operating activities 522,512 194,563 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 41,779 ) ( 44,538 ) Proceeds from disposals of property, plant and equipment 7,601 5,528 Acquisitions, net of cash acquired ( 2,385 ) ( 7,220 ) Proceeds from disposal of businesses, net of cash sold 5,944 1,763 Investments in unconsolidated subsidiaries ( 2,824 ) ( 405 ) Net cash used in investing activities ( 33,443 ) ( 44,872 ) CASH FLOWS FROM FINANCING ACTIVITIES: Early-redemption premium — ( 9,498 ) Repayment of U.S. Notes (2023) — ( 600,000 ) Borrowings under revolving credit facilities 1,287,810 460,186 Repayments under revolving credit facilities ( 1,392,004 ) ( 134,674 ) Repayments under term loans ( 4,375 ) ( 4,375 ) Borrowings under receivables securitization facility — 111,300 Repayments under receivables securitization facility — ( 12,900 ) Borrowings (repayments) of other debt, net 25,574 ( 49,481 ) Settlement of derivative instruments, net ( 56,804 ) — Purchase of treasury stock ( 56,979 ) ( 88,006 ) Other financing activities, net ( 11,717 ) ( 7,291 ) Net cash used in financing activities ( 208,495 ) ( 334,739 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2,534 ) ( 11,746 ) Net increase (decrease) in cash, cash equivalents and restricted cash 278,040 ( 196,794 ) Cash, cash equivalents and restricted cash of continuing operations, beginning of period 312,154 528,387 Add: Cash, cash equivalents and restricted cash of discontinued operations, beginning of period — 6,470 Cash, cash equivalents and restricted cash of continuing and discontinued operations, beginning of period 312,154 534,857 Cash, cash equivalents and restricted cash, end of period $ 590,194 $ 338,063 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 5 Three Months Ended March 31, 2021 2020 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 590,194 $ 332,784 Restricted cash included in Other noncurrent assets — 5,279 Cash, cash equivalents and restricted cash, end of period $ 590,194 $ 338,063 Supplemental disclosure of cash paid for: Income taxes, net of refunds $ 116,135 $ 22,014 Interest 5,751 13,772 Supplemental disclosure of noncash investing and financing activities: Leased assets obtained in exchange for finance lease liabilities $ 1,828 $ 7,718 Leased assets obtained in exchange for operating lease liabilities 90,784 39,460 Noncash property, plant and equipment and software intangible additions in accounts payable and other accrued expenses 9,127 7,594 Notes payable and other financing obligations, including notes issued and debt assumed in connection with business acquisitions and disposals 179 6,136 Notes receivable acquired in connection with disposal of business — 7,994 Contingent consideration liabilities — 2,933 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 6 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidated Statements of Stockholders' Equity (In thousands) LKQ Stockholders Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Equity Shares Amount Shares Amount BALANCE, January 1, 2021 320,868 $ 3,208 ( 17,315 ) $ ( 469,105 ) $ 1,444,584 $ 4,776,040 $ ( 99,009 ) $ 15,582 $ 5,671,300 Net income — — — — — 265,913 — 419 266,332 Other comprehensive loss — — — — — — ( 27,113 ) — ( 27,113 ) Purchase of treasury stock — — ( 1,486 ) ( 56,979 ) — — — — ( 56,979 ) Vesting of restricted stock units, net of shares withheld for employee tax 303 4 — — ( 2,709 ) — — — ( 2,705 ) Stock-based compensation expense — — — — 7,792 — — — 7,792 BALANCE, March 31, 2021 321,171 $ 3,212 ( 18,801 ) $ ( 526,084 ) $ 1,449,667 $ 5,041,953 $ ( 126,122 ) $ 16,001 $ 5,858,627 LKQ Stockholders Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Equity Shares Amount Shares Amount BALANCE, January 1, 2020 319,927 $ 3,199 ( 13,196 ) $ ( 351,813 ) $ 1,418,239 $ 4,140,136 $ ( 200,885 ) $ 39,704 $ 5,048,580 Net income — — — — — 145,136 — 843 145,979 Other comprehensive loss — — — — — — ( 113,018 ) — ( 113,018 ) Purchase of treasury stock — — ( 3,300 ) ( 88,006 ) — — — — ( 88,006 ) Vesting of restricted stock units, net of shares withheld for employee tax 400 4 — — ( 2,073 ) — — — ( 2,069 ) Stock-based compensation expense — — — — 7,968 — — — 7,968 Exercise of stock options 112 1 — — 1,466 — — — 1,467 Capital contributions from, net of dividends declared to, noncontrolling interest shareholder — — — — — — — 341 341 Adoption of ASU 2016-13 — — — — — ( 2,519 ) — — ( 2,519 ) Disposition of subsidiary with noncontrolling interests (1) — — — — — — — ( 11,404 ) ( 11,404 ) BALANCE, March 31, 2020 320,439 $ 3,204 ( 16,496 ) $ ( 439,819 ) $ 1,425,600 $ 4,282,753 $ ( 313,903 ) $ 29,484 $ 4,987,319 (1) The amount disposed of during 2020 relates to discontinued operations. See Note 2, "Discontinued Operations," for further details. The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 7 LKQ CORPORATION AND SUBSIDIARIES Notes to Unaudited Condensed Consolidated Financial Statements Note 1. Interim Financial Statements The accompanying unaudited condensed consolidated financial statements 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 have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented. Results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year. These interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021 ("2020 Form 10-K"). The coronavirus disease 2019 ("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 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. We have considered COVID-19 impacts in the preparation of our financial statements and footnotes as of and for the three months ended March 31, 2021. Specific disclosures are presented in the following footnotes as applicable. The continuing 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, but may be material. Note 2. Discontinued Operations On May 30, 2018, we acquired Stahlgruber GmbH ("Stahlgruber"), a leading European 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. Prior to closing, on May 3, 2018, the European Commission cleared the acquisition of Stahlgruber for the entire European Union, except with respect to the wholesale automotive parts business in the Czech Republic. The acquisition of Stahlgruber’s Czech Republic wholesale business was referred to the Czech Republic competition authority for review. On May 10, 2019, the Czech Republic competition authority approved our acquisition of Stahlgruber’s Czech Republic wholesale business subject to the requirement that we divest certain of the acquired locations. We acquired Stahlgruber’s Czech Republic wholesale business on May 29, 2019 and decided to divest all of the acquired locations. We immediately classified the business as discontinued operations because the business was never integrated into our Europe segment. We completed the sale of Stahlgruber's Czech Republic business on February 28, 2020, resulting in an immaterial loss on sale (presented in Net (loss) income from discontinued operations in the Unaudited Condensed Consolidated Statements of Income). As part of the transaction, we purchased the 48.2 % noncontrolling interest from the minority shareholder for a purchase price of € 8 million, which included the issuance of € 4 million of notes payable, and then immediately thereafter sold 100 % of the business for a purchase price of € 14 million, which included € 7 million of notes receivable. This transaction resulted in a disposition of noncontrolling interest of $ 11 million. From January 1, 2020 through the date of sale, we recorded an immaterial amount of net income (excluding the loss on sale) from discontinued operations related to the business, of which an immaterial amount was attributable to the noncontrolling interest. 8 Note 3. Financial Statement Information Allowance for Credit Losses Receivables, net are reported net of an allowance for credit losses. Management evaluates the aging of customer receivable balances, the financial condition of our customers, historical trends, and macroeconomic factors to estimate the amount of customer receivables that may not be collected in the future and records a provision it believes is appropriate. Our reserve for expected lifetime credit losses was $ 68 million and $ 70 million as of March 31, 2021 and December 31, 2020, respectively. Bad debt expense totaled $ 2 million and $ 9 million for the three months ended March 31, 2021 and 2020, respectively. Inventories Inventories consist of the following (in thousands): March 31, December 31, 2021 2020 Aftermarket and refurbished products $ 2,020,707 $ 2,025,002 Salvage and remanufactured products 349,539 368,815 Manufactured products 22,468 20,795 Total inventories $ 2,392,714 $ 2,414,612 Aftermarket and refurbished products and salvage and remanufactured products are primarily composed of finished goods. As of March 31, 2021, manufactured products inventory was composed of $ 17 million of raw materials, $ 4 million of work in process, and $ 2 million of finished goods. As of December 31, 2020, manufactured products inventory was composed of $ 16 million of raw materials, $ 3 million of work in process, and $ 2 million of finished goods. Intangible Assets Goodwill and indefinite-lived intangible assets are tested for impairment at least annually. We performed our annual impairment test during the fourth quarter of 2020 and we determined no impairment existed as all of our reporting units had a fair value estimate which exceeded the carrying value by at least 30 %. Goodwill impairment testing may also be performed on an interim basis when events or circumstances arise that may lead to impairment. The fair value estimates of our reporting units were established using weightings of the results of a discounted cash flow methodology and a comparative market multiples approach. We did not identify a triggering event in the first quarter of 2021 that necessitated an interim test of goodwill impairment or indefinite-lived intangible assets impairment. Investments in Unconsolidated Subsidiaries Our investment in unconsolidated subsidiaries was $ 171 million and $ 155 million as of March 31, 2021 and December 31, 2020, respectively. Europe Segment Our investment in unconsolidated subsidiaries in Europe was $ 150 million and $ 137 million as of March 31, 2021 and December 31, 2020, respectively. We recorded equity in earnings of $ 6 million and $ 1 million during the three months ended March 31, 2021 and 2020, respectively, mainly related to our investment in Mekonomen AB ("Mekonomen"). On December 1, 2016, we acquired a 26.5 % equity interest in Mekonomen for an aggregate purchase price of $ 181 million. In October 2018, we acquired an additional $ 48 million of equity in Mekonomen at a discounted share price as part of its rights issue, increasing our equity interest to 26.6 %. We are accounting for our interest in Mekonomen using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. As of March 31, 2021, our share of the book value of Mekonomen's net assets exceeded the book value of our investment in Mekonomen by $ 7 million; this difference is primarily related to Mekonomen's Accumulated Other Comprehensive Income balance as of our acquisition date in 2016. We are recording our equity in the net earnings of Mekonomen on a one quarter lag. Mekonomen announced in March 2020 and February 2021, respectively, that the Mekonomen Board of Directors proposed no dividend payment in 2020 or 2021. The Level 1 fair value of our equity investment in the publicly traded Mekonomen common stock at March 31, 2021 was $ 230 million (using the Mekonomen share price of SEK 129 as of March 31, 2021) compared to a carrying value of $ 139 million. North America Segment 9 Our investment in unconsolidated subsidiaries in the North America segment was $ 21 million and $ 19 million as of March 31, 2021 and December 31, 2020, respectively. 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 or four year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. These assurance-type warranties are not considered a separate performance obligation, and thus no transaction price is allocated to them. We record the warranty costs in Cost of goods sold in our Unaudited Condensed Consolidated Statements of Income. Our warranty reserve is calculated using historical claim information to project future warranty claims activity and is recorded within Other accrued expenses and Other noncurrent liabilities on our Unaudited Condensed Consolidated Balance Sheets based on the expected timing of the related payments. The changes in the warranty reserve are as follows (in thousands): Balance as of December 31, 2020 $ 27,914 Warranty expense 18,470 Warranty claims ( 17,917 ) Balance as of March 31, 2021 $ 28,467 Litigation and Related Contingencies 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. Government Assistance During the three months ended March 31, 2021, we recorded $ 9 million in financial assistance from foreign governments, primarily in the form of grants, of which $ 7 million and $ 2 million related to Europe and Canada, respectively. For the three months ended March 31, 2021, an immaterial amount was recorded as a reduction to Cost of goods sold, and $ 9 million was a reduction to Selling, general and administrative expenses, in our Unaudited Condensed Consolidated Statement of Income. Financial assistance received from governments is recorded during the period in which we incur the costs that the assistance is intended to offset (and only if it is probable that we will meet the conditions required under the terms of the assistance). No government assistance was recorded for the three months ended March 31, 2020. Leases - Cash Flow Disclosure The amount disclosed for Leased assets obtained in exchange for operating lease liabilities for the three months ended March 31, 2020 in the supplemental disclosure of noncash investing and financing activities in the Unaudited Condensed Consolidated Statements of Cash Flows includes an immaterial correction of $ 18 million to address an omission of the impact of lease modifications and terminations. Stockholders' Equity Treasury Stock As of March 31, 2021, our Board of Directors had authorized a stock repurchase program under which we may purchase up to $ 1.0 billion of our common stock from time to time through October 25, 2022. Repurchases under the program may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or discontinued at any time. During the three months ended March 31, 2021, we repurchased 1.5 million shares of common stock for an aggregate price of $ 57 million. During the three months ended March 31, 2020, we repurchased 3.3 million shares of common stock for an aggregate price of $ 88 million. As of March 31, 2021, there was $ 474 million of remaining capacity under our repurchase program. Repurchased shares are accounted for as treasury stock using the cost method. Noncontrolling Interest In February 2020, as part of the sale of Stahlgruber's Czech Republic business, we divested the noncontrolling interest of the business, which resulted in a net decrease to Noncontrolling interest of $ 11 million in our unaudited condensed consolidated financial statements as of March 31, 2020. See Note 2, "Discontinued Operations," for further information. 10 In December 2019, we modified the shares of a noncontrolling interest of a subsidiary acquired in connection with the Stahlgruber acquisition and issued new redeemable shares to the minority shareholder. The new redeemable shares contain (i) a put option for all noncontrolling interest shares at a fixed price of $ 24 million (€ 21 million) for the minority shareholder exercisable in the fourth quarter of 2023, (ii) a call option for all noncontrolling interest shares at a fixed price of $ 26 million (€ 23 million) for the Company exercisable beginning in the first quarter of 2026 through the end of the fourth quarter of 2027, and (iii) a guaranteed dividend to be paid quarterly to the minority shareholder through the fourth quarter of 2023. The new redeemable shares do not provide the minority shareholder with rights to participate in the profits and losses of the subsidiary prior to the exercise date of the put option. As the put option is outside the control of the Company, we recorded a $ 24 million Redeemable noncontrolling interest at the put option's redemption value outside of permanent equity on our Unaudited Condensed Consolidated Balance Sheets. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In the first quarter of 2021, we adopted ASU No. 2019-12, "Income Taxes" (Topic 740) ("ASU 2019-12"), which simplifies the accounting for income taxes and adds guidance to reduce complexity in certain areas. We adopted the standard in the first quarter using the prospective approach. The adoption of this accounting standard did not have a material impact on our unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04"), which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. Entities may apply the provisions of the new standard as of the beginning of the reporting period when the election is made (i.e., as early as the first quarter of 2020). Unlike other topics, the provisions of this update are only available until December 31, 2022. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures, and we have not yet elected an adoption date. Note 4. Revenue Recognition The majority of our revenue is derived from the sale of vehicle parts. We recognize revenue when the products are shipped to, delivered to or picked up by customers, which is the point when title has transferred and risk of ownership has passed. Sources of Revenue We report our revenue in two categories: (i) parts and services and (ii) other. The following table sets forth our revenue by category, with our parts and services revenue further disaggregated by reportable segment (in thousands): Three Months Ended March 31, 2021 2020 North America $ 1,018,437 $ 1,107,342 Europe 1,455,370 1,357,969 Specialty 457,959 347,406 Parts and services 2,931,766 2,812,717 Other 239,020 188,218 Total revenue $ 3,170,786 $ 3,000,935 Parts and Services Our parts revenue is generated from the sale of vehicle products including replacement parts, components and systems used in the repair and maintenance of vehicles and specialty products and accessories to improve the performance, functionality and appearance of vehicles. Services revenue includes (i) additional services that are generally billed concurrently with the 11 related product sales, such as the sale of service-type warranties, (ii) fees for admission to our self service yards, and (iii) diagnostic and repair services. In North America, our vehicle replacement products include sheet metal collision parts such as doors, hoods, and fenders; bumper covers; head and tail lamps; automotive glass products such as windshields; mirrors and grilles; wheels; and large mechanical items such as engines and transmissions. In Europe, our products include a wide variety of small mechanical products such as 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 our Specialty operations, we serve six product segments: truck and off-road; speed and performance; recreational vehicles; towing; wheels, tires and performance handling; and miscellaneous accessories. Our service-type warranties typically have service periods ranging from 6 months to 36 months. Proceeds from these service-type warranties are deferred at contract inception and amortized on a straight-line basis to revenue over the contract period. The changes in deferred service-type warranty revenue are as follows (in thousands): Balance as of January 1, 2021 $ 25,622 Additional warranty revenue deferred 13,511 Warranty revenue recognized ( 11,834 ) Balance as of March 31, 2021 $ 27,299 Other Revenue Revenue from other sources includes sales of scrap and precious metals (platinum, palladium, and rhodium), bulk sales to mechanical manufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations. We derive scrap metal and other precious metals from several sources, including vehicles that have been used in both our wholesale and self service recycling operations and from original equipment manufacturers ("OEMs") and other entities that contract with us for secure disposal of "crush only" vehicles. Revenue from the sale of hulks in our wholesale and self service recycling operations is recognized based on a price per ton of delivered material when the customer (processor) collects the scrap. Some adjustments may occur when the customer weighs the scrap at their location, and revenue is adjusted accordingly. Revenue by Geographic Area See Note 14, "Segment and Geographic Information" for information related to our revenue by geographic region. Variable Consideration The amount of revenue ultimately received from the customer can vary due to variable consideration including returns, discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, or other similar items. Under FASB Accounting Standards Codification Topic 606 ("ASC 606"), we are required to select the “expected value method” or the “most likely amount” method in order to estimate variable consideration. We utilize both methods in practice depending on the type of variable consideration, with contemplation of any expected reversals in revenue. We recorded a refund liability and return asset for expected returns of $ 105 million and $ 59 million, respectively, as of March 31, 2021, and $ 102 million and $ 57 million, respectively, as of December 31, 2020. The refund liability is presented separately on the Unaudited Condensed Consolidated Balance Sheets within current liabilities while the return asset is presented within Prepaid expenses and other current assets. Other types of variable consideration consist primarily of discounts, volume rebates, and other customer sales incentives that are recorded in Receivables, net on the Unaudited Condensed Consolidated Balance Sheets. We recorded a reserve for our variable consideration of $ 87 million and $ 127 million as of March 31, 2021 and December 31, 2020, respectively. While other customer incentive programs exist, we characterize them as material rights in the context of our sales transactions. We consider these programs to be immaterial to our unaudited condensed consolidated financial statements. Note 5. Restructuring and Acquisition Related Expenses 2019 Global Restructuring Program In the second quarter of 2019, we commenced a cost reduction initiative, covering all three of our reportable segments, designed to eliminate underperforming assets and cost inefficiencies. We have incurred and expect to incur costs for inventory write-downs; employee severance and other expenditures related to employee terminations; lease exit costs, such as lease termination fees, accelerated amortization of operating lease assets and impairment of operating lease assets; other costs related to facility exits, such as moving expenses to relocate inventory and equipment; and accelerated depreciation of fixed assets to be disposed earlier than the end of the previously estimated useful lives. 12 During the three months ended March 31, 2021 and 2020, we incurred $ 1 million and $ 3 million, respectively, of restructuring expenses under this program, primarily related to facility exit costs and employee-related costs. These costs were recorded within Restructuring and acquisition related expenses in the Unaudited Condensed Consolidated Statements of Income. The program costs incurred during the three months ended March 31, 2021 primarily related to our Europe segment. Of the program costs incurred during the three months ended March 31, 2020, $ 2 million and $ 1 million related to our Europe and North America segments, respectively. The actions under this program are substantially complete. We estimate that total program costs will be approximately $ 46 million, of which approximately $ 31 million, $ 14 million and $ 1 million will be incurred by our Europe, North America and Specialty segments, respectively. As of March 31, 2021, the remaining expected costs and restructuring liabilities related to this program were immaterial. 2020 Global Restructuring Program Beginning in the first quarter of 2020, we initiated a further restructuring program aimed at cost reductions across all our reportable segments through the elimination of underperforming assets and cost inefficiencies. These actions are incremental to those initiated as part of the 2019 Global Restructuring Program, and include costs for inventory write-downs; employee severance and other expenditures related to employee terminations; lease exit costs, such as lease termination fees, accelerated amortization of operating lease assets and impairment of operating lease assets; other costs related to facility exits, such as moving expenses to relocate inventory and equipment; and accelerated depreciation of fixed assets to be disposed of earlier than the end of the previously estimated useful lives. We expanded this program during the second and third quarters of 2020 as we identified additional opportunities to eliminate inefficiencies, including actions in response to impacts to our business from COVID-19. During the three months ended March 31, 2021, we recognized restructuring expenses of $ 2 million, representing $ 5 million of employee-related costs and facility exit costs, partially offset by a $ 3 million gain from the sale of a building to be closed as part of the restructuring plan. During the three months ended March 31, 2020, we recognized $ 2 million of expenses related to the program. Of the cumulative program costs incurred to date, $ 27 million, $ 23 million and $ 1 million related to our North America, Europe and Specialty segments, respectively. We estimate total costs under the program through its expected completion date in 2023 will be between $ 65 million and $ 75 million, of which approximately $ 36 million, $ 31 million, and $ 2 million will be incurred by our Europe, North America and Specialty segments, respectively; these segment amounts represent the midpoints of the expected ranges of costs to be incurred by each segment. As of March 31, 2021 and December 31, 2020, restructuring liabilities incurred related to this program totaled $ 16 million and $ 21 million, respectively, including $ 13 million and $ 17 million, respectively, related to leases we have exited or expect to exit prior to the end of the lease term (reported in Current portion of operating lease liabilities and Long-term operating lease liabilities, excluding current portion on our Unaudited Condensed Consolidated Balance Sheets), and $ 3 million and $ 4 million, respectively, for employee termination costs (reported in Accrued payroll-related liabilities on our Unaudited Condensed Consolidated Balance Sheets). Our lease-related restructuring liabilities are estimated based on remaining rent payments after our actual exit date for facilities closed through the first quarter of 2021 and after our planned exit date for facilities we expect to close in future periods; these liabilities do not reflect any estimated proceeds we may be able to achieve through subleasing the facilities. Acquisition Integration Plans During the three months ended March 31, 2021, we incurred immaterial restructuring expenses for our acquisition integration plans. Future expenses to complete our existing integration plans are expected to be immaterial. During the three months ended March 31, 2020, we incurred $ 2 million of restructuring expenses for our acquisition integration plans. These expenses were primarily related to the integration of our acquisition of Andrew Page Limited. 1 LKQ Europe Program In September 2019, we announced a multi-year program called "1 LKQ Europe" which is intended to create structural centralization and standardization of key functions to facilitate the operation of the Europe segment as a single business. 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 creation of a Europe headquarters office and central back office. While certain projects were delayed in 2020 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. During the three months ended March 31, 2021, we incurred $ 5 million of restructuring charges related to the 1 LKQ Europe program related to employee-related costs. We estimate that we will incur between $ 45 million and $ 55 million in total 13 personnel and inventory-related restructuring charges through 2024 under the program. We may identify additional initiatives and projects under the 1 LKQ Europe program in future periods that may result in additional restructuring expense, although we are currently unable to estimate the range of charges for such potential future initiatives and projects. As of March 31, 2021, the restructuring liabilities related to this program were immaterial. Note 6. Stock-Based Compensation In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we grant equity-based awards under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”). We have granted restricted stock units ("RSUs"), stock options, and restricted stock under the Equity Incentive Plan. We expect to issue new or treasury shares of common stock to cover past and future equity grants. RSUs The RSUs we have issued vest over periods of up to five years , subject to a continued service condition. Currently outstanding RSUs (other than PSUs, which are described below) contain either a time-based vesting condition or a combination of a performance-based vesting condition and a time-based vesting condition, in which case both conditions must be met before any RSUs vest. For all of the RSUs containing a performance-based vesting condition, the Company must report positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date. Each RSU converts into one share of LKQ common stock on the applicable vesting date. The grant date fair value of RSUs is based on the market price of LKQ stock on the grant date. Starting with our 2019 grants, participants who are eligible for retirement (defined as a voluntary separation of service from the Company after the participant has attained at least 60 years of age and completed at least five years of service) will continue to vest in their awards following retirement; if retirement occurs during the first year of the vesting period (for RSUs subject to a time-based vesting condition) or the first year of the performance period (for RSUs with a performance-based vesting condition), the participant vests in a prorated amount of the RSU grant based on the portion of the year employed. For our RSU grants prior to 2019, participants forfeit their unvested shares upon retirement. The fair value of RSUs that vested during the three months ended March 31, 2021 was $ 14 million; the fair value of RSUs vested is based on the market price of LKQ stock on the date vested. The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the three months ended March 31, 2021: Number Outstanding Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2021 1,479,672 $ 31.71 Granted (2) 690,011 $ 38.52 Vested ( 362,750 ) $ 32.86 Forfeited / Canceled ( 13,774 ) $ 33.92 Unvested as of March 31, 2021 1,793,159 $ 34.08 Expected to vest after March 31, 2021 1,604,984 $ 34.25 3.3 $ 67,939 (1) The aggregate intrinsic value of expected to vest RSUs represents the total pretax intrinsic value (the fair value of the Company's stock on the last day of each period multiplied by the number of units) that would have been received by the holders had all the expected to vest RSUs vested. This amount changes based on the market price of the Company’s common stock. (2) The weighted average grant date fair value of RSUs granted during the three months ended March 31, 2020 was $ 33.14 . In 2021 and 2020, we granted performance-based three-year RSUs ("PSUs") to certain employees, including our executive officers, under our Equity Incentive Plan. As these awards are performance-based, the exact number of shares to be paid out may be up to twice the grant amount, depending on the Company's performance and the achievement of certain performance metrics (adjusted earnings per share, average organic parts and services revenue growth, and average return on invested capital) over the applicable three year performance periods. The following table summarizes activity related to our PSUs under the Equity Incentive Plan for the three months ended March 31, 2021: 14 Number Outstanding Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2021 291,601 $ 29.98 Granted (2) 121,810 $ 38.50 Forfeited / Canceled — $ — Unvested as of March 31, 2021 413,411 $ 32.49 Expected to vest after March 31, 2021 413,411 $ 32.49 1.7 $ 17,500 (1) The aggregate intrinsic value of expected to vest PSUs represents the total pretax intrinsic value (the fair value of the Company's stock on the last day of each period multiplied by the number of units at target) that would have been received by the holders had all the expected to vest PSUs vested. This amount changes based on the market price of the Company’s common stock and the achievement of the performance metrics relative to the established targets. (2) Represents the number of PSUs at target payout. The weighted average grant date fair value of PSUs granted during the three months ended March 31, 2020 was $ 32.21 . Stock-Based Compensation Expense Pre-tax stock-based compensation expense for RSUs and PSUs totaled $ 8 million for both the three months ended March 31, 2021 and 2020. As of March 31, 2021, unrecognized compensation expense related to unvested RSUs and PSUs was $ 61 million. Stock-based compensation expense related to these awards will be different to the extent that forfeitures are realized and performance under the PSUs dif fers from target. Note 7. Earnings Per Share The following chart sets forth the computation of earnings per share (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Income from continuing operations $ 266,332 $ 146,894 Denominator for basic earnings per share—Weighted-average shares outstanding 303,043 306,238 Effect of dilutive securities: RSUs 628 515 PSUs 94 — Stock options — 4 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 303,765 306,757 Basic earnings per share from continuing operations $ 0.88 $ 0.48 Diluted earnings per share from continuing operations (1) $ 0.88 $ 0.48 (1) Diluted earnings per share from continuing operations was computed using the treasury stock method for dilutive securities. 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 for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Antidilutive securities: RSUs 117 381 15 Note 8. Accumulated Other Comprehensive Income (Loss) The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended March 31, 2021 Foreign Currency Translation Unrealized (Loss) Gain on Cash Flow Hedges Unrealized (Loss) Gain on Pension Plans Other Comprehensive Loss from Unconsolidated Subsidiaries Accumulated Other Comprehensive (Loss) Income BALANCE, January 1, 2021 $ ( 57,126 ) $ ( 968 ) $ ( 32,967 ) $ ( 7,948 ) $ ( 99,009 ) Pretax (loss) income ( 24,572 ) 3,119 — — ( 21,453 ) Income tax effect — ( 736 ) — — ( 736 ) Reclassification of unrealized (gain) loss — ( 2,343 ) 437 — ( 1,906 ) Reclassification of deferred income taxes — 618 ( 124 ) — 494 Other comprehensive loss from unconsolidated subsidiaries — — — ( 3,512 ) ( 3,512 ) BALANCE, March 31, 2021 $ ( 81,698 ) $ ( 310 ) $ ( 32,654 ) $ ( 11,460 ) $ ( 126,122 ) Three Months Ended March 31, 2020 Foreign Currency Translation Unrealized Gain (Loss) on Cash Flow Hedges Unrealized (Loss) Gain on Pension Plans Other Comprehensive Loss from Unconsolidated Subsidiaries Accumulated Other Comprehensive (Loss) Income BALANCE, January 1, 2020 $ ( 170,893 ) $ 5,358 $ ( 31,934 ) $ ( 3,416 ) $ ( 200,885 ) Pretax (loss) income ( 104,060 ) 4,182 — — ( 99,878 ) Income tax effect — ( 984 ) — — ( 984 ) Reclassification of unrealized (gain) loss — ( 13,707 ) 114 — ( 13,593 ) Reclassification of deferred income taxes — 3,188 6 — 3,194 Disposal of business 95 — — — 95 Other comprehensive loss from unconsolidated subsidiaries — — — ( 1,852 ) ( 1,852 ) BALANCE, March 31, 2020 $ ( 274,858 ) $ ( 1,963 ) $ ( 31,814 ) $ ( 5,268 ) $ ( 313,903 ) The amounts of unrealized gains and losses on our Cash Flow Hedges reclassified to our Unaudited Condensed Consolidated Statements of Income are as follows (in thousands): Three Months Ended March 31, Classification 2021 2020 Unrealized (losses) gains on interest rate swaps Interest expense, net of interest income $ ( 693 ) $ 3,296 Unrealized gains on cross currency swaps Interest expense, net of interest income 539 2,551 Unrealized gains on cross currency swaps (1) Other income, net 1,973 7,860 Unrealized gains on foreign currency forward contracts (1) Other income, net 524 — Total $ 2,343 $ 13,707 (1) The amounts reclassified to Other income, net in our Unaudited Condensed Consolidated Statements of Income offset the impact of the remeasurement of the underlying transactions. 16 Net unrealized losses and gains related to our pension plans were reclassified to Other income, net in our Unaudited Condensed Consolidated Statements of Income during the three months ended March 31, 2021 and 2020. Our policy is to reclassify the income tax effect from Accumulated other comprehensive loss to the Provision for income taxes when the related gains and losses are released to the Unaudited Condensed Consolidated Statements of Income. Note 9. Long-Term Obligations Long-term obligations consist of the following (in thousands): March 31, December 31, 2021 2020 Senior secured credit agreement: Term loans payable $ 319,375 $ 323,750 Revolving credit facilities 533,882 642,958 Euro Notes (2024) 586,500 610,800 Euro Notes (2026/28) 1,173,000 1,221,600 Receivables securitization facility — — Notes payable through October 2030 at weighted average interest rates of 3.4% and 3.3%, respectively 21,420 24,526 Finance lease obligations at weighted average interest rates of 3.5% and 3.5%, respectively 54,505 57,336 Other debt at weighted average interest rates of 1.1% and 1.2%, respectively 46,340 15,706 Total debt 2,735,022 2,896,676 Less: long-term debt issuance costs ( 15,379 ) ( 25,225 ) Less: current debt issuance costs ( 7,951 ) ( 313 ) Total debt, net of debt issuance costs 2,711,692 2,871,138 Less: current maturities, net of debt issuance costs ( 239,962 ) ( 58,497 ) Long term debt, net of debt issuance costs $ 2,471,730 $ 2,812,641 Senior Secured Credit Agreement On June 11, 2020, LKQ Corporation and certain other subsidiaries of LKQ (collectively, the "Borrowers") entered into Amendment No. 4 to the Fourth Amended and Restated Credit Agreement dated January 29, 2016 (the "Credit Agreement"), which modifies the maximum permitted net leverage ratio through the quarter ending September 30, 2021. Prior to the amendment, the maximum permitted net leverage ratio was 4.00 :1.00. After the amendment, the maximum permitted net leverage ratio is (i) 5.00 :1.00 for the quarter ended March 31, 2021, (ii) 4.50 :1.00 for the quarter ending June 30, 2021, and (iii) 4.25 :1.00 for the quarter ending September 30, 2021. Beginning with the quarter ending December 31, 2021, the maximum permitted net leverage ratio reverts to the terms in effect prior to the amendment. In the event that the net leverage ratio is greater than 4.00 :1.00, the Company would be restricted from repurchasing its shares. We can at any time elect to cancel the modifications to the maximum permitted net leverage ratio and revert to the terms in effect prior to the amendment subject to compliance with the 4.00 :1.00 ratio. Amendment No. 4 to the Credit Agreement also made certain other immaterial modifications. On December 14, 2020, we entered into Amendment No. 5 to the Credit Agreement; the amendment added as a borrower our subsidiary LKQ Europe GmbH, a Swiss limited liability company, and made certain other immaterial or clarifying modifications. The total availability under the revolving credit facility's multicurrency component is $ 3.15 billion. Amounts outstanding under the revolving credit facility are due and payable upon maturity of the Credit Agreement on January 29, 2024. Term loan borrowings, which totaled $ 319 million as of March 31, 2021, are due and payable in quarterly installments equal to approximately $ 4 million on the last day of each fiscal quarter, with the remaining balance due and payable on January 29, 2024. 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. 17 The Credit Agreement contains customary representations and warranties and 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 10, "Derivative Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding under the Credit Agreement at March 31, 2021 and December 31, 2020 were 1.2 % and 1.7 %, 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, and 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, there were $ 18 million classified as current maturities at both March 31, 2021 and December 31, 2020. As of March 31, 2021, there were letters of credit outstanding in the aggregate amount of $ 71 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 March 31, 2021 was $ 2.5 billion. Related to the execution of Amendment No. 4 to the Fourth Amended and Restated Credit Agreement in June 2020, we incurred $ 4 million of fees, the majority of which were capitalized as an offset to Long-Term Obligations and are amortized over the term of the agreement. U.S. Notes (2023) On January 10, 2020, we redeemed the $ 600 million aggregate principal amount of 4.75 % senior notes due 2023 (the "U.S Notes (2023)") at a redemption price equal to 101.583 % of the principal amount of the U.S. Notes (2023) plus accrued and unpaid interest thereon to, but not including, January 10, 2020. The total redemption payment was $ 614 million, including an early-redemption premium of $ 9 million and accrued and unpaid interest of $ 4 million. In the first quarter of 2020, we recorded a loss on debt extinguishment of $ 13 million on the Unaudited Condensed Consolidated Statements of Income related to the redemption due to the early-redemption premium and the write-off of the unamortized debt issuance costs. Euro Notes (2024) On April 14, 2016, LKQ Italia Bondco S.p.A. ("LKQ Italia"), an indirect, wholly-owned subsidiary of LKQ Corporation, completed an offering of € 500 million aggregate principal amount of senior notes due April 1, 2024 (the "Euro Notes (2024)") in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering were used to repay a portion of the revolver borrowings under the Credit Agreement and to pay related fees and expenses. The Euro Notes (2024) are governed by the Indenture dated as of April 14, 2016 (the "Euro Notes (2024) Indenture") among LKQ Italia, LKQ Corporation and certain of our subsidiaries (the "Euro Notes (2024) Subsidiaries"), the trustee, and the paying agent, transfer agent, and registrar. The Euro Notes (2024) bear interest at a rate of 3.875 % per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Euro Notes (2024) is payable in arrears on April 1 and October 1 of each year. The Euro Notes (2024) are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes (2024) Subsidiaries (the "Euro Notes (2024) Guarantors"). The Euro Notes (2024) and the related guarantees are, respectively, LKQ Italia's and each Euro Notes (2024) Guarantor's senior unsecured obligations and are subordinated to all of LKQ Italia's and the Euro Notes (2024) Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes (2024) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2024) to the extent of the assets of those subsidiaries. The Euro Notes (2024) have been listed on the ExtraMOT, Professional Segment of the Borsa Italia S.p.A. securities exchange and the Global Exchange Market of Euronext Dublin. The Euro Notes (2024) are redeemable, in whole or in part, at any time at a redemption price of 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 1, 2024, we may redeem some or all of the Euro Notes (2024) at a redemption price of 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. We may be required to make an offer to purchase the Euro Notes (2024) upon the sale of certain assets, subject to certain exceptions, and upon a change of control. In addition, in the event of certain developments affecting taxation or under certain other circumstances which, in any case, require the payment of certain additional amounts, we may redeem the Euro Notes (2024) in whole, but not in part, at any time at a redemption price of 18 100 % of the principal amount thereof plus accrued but unpaid interest, if any, and such certain additional amounts, if any, to the redemption date. Euro Notes (2026/28) On April 9, 2018, LKQ European Holdings B.V. ("LKQ Euro Holdings"), a wholly-owned subsidiary of LKQ Corporation, completed an offering of € 1.0 billion aggregate principal amount of senior notes. The offering consisted of € 750 million senior notes due 2026 (the "2026 notes") and € 250 million senior notes due 2028 (the "2028 notes" and, together with the 2026 notes, the "Euro Notes (2026/28)") in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering, together with borrowings under our senior secured credit facility, were used to (i) finance a portion of the consideration paid for the Stahlgruber acquisition, (ii) for general corporate purposes and (iii) to pay related fees and expenses, including the refinancing of net financial debt. The Euro Notes (2026/28) are governed by the Indenture dated as of April 9, 2018 (the “Euro Notes (2026/28) Indenture”) among LKQ Euro Holdings, LKQ Corporation and certain of our subsidiaries (the “Euro Notes (2026/28) Subsidiaries”), the trustee, paying agent, transfer agent, and registrar. The 2026 notes and 2028 notes bear interest at rates of 3.625 % and 4.125 %, respectively, per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Euro Notes (2026/28) is payable in arrears on April 1 and October 1 of each year. The Euro Notes (2026/28) are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes (2026/28) Subsidiaries (the "Euro Notes (2026/28) Guarantors"). The Euro Notes (2026/28) and the related guarantees are, respectively, LKQ Euro Holdings' and each Euro Notes (2026/28) Guarantor’s senior unsecured obligations and will be subordinated to all of LKQ Euro Holdings' and the Euro Notes (2026/28) Guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes (2026/28) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2026/28) to the extent of the assets of those subsidiaries. The Euro Notes (2026/28) have been listed on the Global Exchange Market of Euronext Dublin. The Euro Notes (2026/28) are redeemable, in whole or in part, at any time at a redemption price of 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after April 1, 2021, we may redeem some or all of the 2026 notes at the applicable redemption prices set forth in the Euro Notes (2026/28) Indenture. On or after April 1, 2023, we may redeem some or all of the 2028 notes at the applicable redemption prices set forth in the Euro Notes (2026/28) Indenture. We may be required to make an offer to purchase the Euro Notes (2026/28) upon the sale of certain assets, subject to certain exceptions, and upon a change of control. In addition, in the event of certain developments affecting taxation or under certain other circumstances which, in any case, require the payment of certain additional amounts, we may redeem the Euro Notes (2026/28) in whole, but not in part, at any time at a redemption price of 100 % of the principal amount thereof, plus accrued but unpaid interest, if any, and such certain additional amounts, if any, to the redemption date. On April 1, 2021, we redeemed the Euro Notes 2026 at a redemption price equal to 101.813 % of the principal amount of the 2026 notes plus accrued and unpaid interest thereon to, but not including, April 1, 2021. The total redemption payment was $ 915 million (€ 777 million), including an early-redemption premium of $ 16 million (€ 14 million) and accrued and unpaid interest of $ 16 million (€ 14 million). In the second quarter of 2021, we will record a loss on debt extinguishment of $ 24 million related to the redemption due to the early-redemption premium and the write-off of the unamortized debt issuance costs. Receivables Securitization Facility On December 20, 2018, we amended the terms of our receivables securitization facility with MUFG Bank, Ltd. ("MUFG") to: (i) extend the term of the facility to November 8, 2021; (ii) increase the maximum amount available to $ 110 million; and (iii) make other clarifying and updating changes. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to MUFG for the benefit of conduit investors and/or financial institutions for cash proceeds. Upon payment of the receivables by customers, rather than remitting to MUFG 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. The sale of the ownership interest in the receivables is accounted for as a secured borrowing on our Unaudited Condensed Consolidated Balance Sheets, under which the receivables included in the program collateralize the amounts invested by MUFG, 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 Purchasers. Net receivables totaling 19 $ 111 million and $ 121 million were collateral for the investments under the receivables facility as of March 31, 2021 and December 31, 2020, respectively. 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), LIBOR, or (iii) base rates, and are payable monthly in arrears. The commercial paper rate is 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. There was no outstanding balance as of March 31, 2021 or December 31, 2020. Note 10. 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 and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes. Cash Flow Hedges We hold interest rate swap agreements 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 for the respective currency of each interest rate swap agreement’s notional amount. Changes in the fair value of the interest rate swap agreements are recorded in Accumulated other comprehensive income (loss) and are reclassified to Interest expense, net of interest income when the underlying interest payment has an impact on earnings. Our interest rate swap contracts have maturity dates in June 2021. At December 31, 2020, we held cross currency swaps, which contained an interest rate swap component and a foreign currency forward contract component that, combined with related intercompany financing arrangements, effectively convert variable rate U.S. dollar-denominated borrowings into fixed rate euro-denominated borrowings. The swaps were intended to minimize the impact of fluctuating exchange rates and interest rates on the cash flows resulting from the related intercompany financing arrangements. Changes in the fair value of the derivative instruments were recorded in Accumulated other comprehensive income (loss) and were reclassified to Interest expense, net of interest income and Other income, net when the underlying transactions had an impact on earnings. 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 fluctuating exchange rates on these future cash flows. 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. Changes in the fair value of the foreign currency forward contracts where we are applying hedge accounting are recorded in Accumulated other comprehensive income (loss) and reclassified to Other income, net when the underlying transaction has an impact on earnings. As of March 31, 2021 and December 31, 2020, we held cash flow hedges with the following notional amounts (in thousands): March 31, 2021 December 31, 2020 Interest rate swap agreements USD denominated $ 150,000 $ 480,000 Cross currency swap agreements Euro denominated € — € 340,000 Foreign currency forward contracts SEK denominated kr — kr 227,000 The following tables summarize the fair values of our designated cash flow hedges as of March 31, 2021 and December 31, 2020 (in thousands): 20 Other Accrued Expenses Fair Value at March, 31 2021 Fair Value at December 31, 2020 Interest rate swap agreements $ 335 $ 899 Cross currency swap agreements — 56,328 Foreign currency forward contracts — 1,350 Total cash flow hedges $ 335 $ 58,577 While certain 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 on our Unaudited Condensed Consolidated Balance Sheets. The impact of netting the fair values of these contracts would have no effect on our Unaudited Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020. The activity related to our cash flow hedges is included in Note 8, "Accumulated Other Comprehensive Income (Loss)." The activity related to our cash flow hedges is presented in either operating activities or financing activities in our Unaudited Condensed Consolidated Statements of Cash Flows. Other Derivative Instruments Not Designated as Hedges To manage our foreign currency exposure on non-functional currency denominated borrowings, we have entered into short term foreign currency forward contracts. We expect to enter into similar instruments as each instrument matures and expect to continue to do so until the foreign currency denominated borrowings are repaid. As of March 31, 2021, we held foreign currency forward contracts with notional amounts of $ 315 million and € 184 million. At December 31, 2020, the notional amounts of similar contracts were € 142 million and £ 75 million. On April 1, 2021, in connection with the redemption of the Euro Notes 2026, we entered into an additional foreign currency forward contract with a notional amount of $ 720 million. 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 fair values of these other short-term derivative instruments are recorded in either Prepaid expenses and other current assets or Other accrued expenses on our Consolidated Balance Sheets. The fair values of these contracts at March 31, 2021 and December 31, 2020, along with the effect on our results of operations during the three months ended March 31, 2021 and 2020, were immaterial. We hold other short-term derivative instruments, including foreign currency forward contracts, to manage our exposure to variability in the cash flows related to inventory purchases denominated in a non-functional currency. We have elected not to apply hedge accounting for these transactions. The notional amount and fair value of these contracts at March 31, 2021 and December 31, 2020, along with the effect on our results of operations during the three months ended March 31, 2021 and 2020, were immaterial. Note 11. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value We use the market and income approaches to estimate the fair value of our financial assets and liabilities, and during the three months ended March 31, 2021, 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 significant unobservable inputs for 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 March 31, 2021 and December 31, 2020 (in thousands): 21 Balance as of March 31, 2021 Fair Value Measurements as of March 31, 2021 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 79,435 $ — $ 79,435 $ — Foreign currency forward contracts 4,451 — 4,451 — Total Assets $ 83,886 $ — $ 83,886 $ — Liabilities: Contingent consideration liabilities $ 3,422 $ — $ — $ 3,422 Interest rate swaps 335 — 335 — Deferred compensation liabilities 81,231 — 81,231 — Foreign currency forward contracts 632 — 632 — Total Liabilities $ 85,620 $ — $ 82,198 $ 3,422 Balance as of December 31, 2020 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 72,250 $ — $ 72,250 $ — Total Assets $ 72,250 $ — $ 72,250 $ — Liabilities: Contingent consideration liabilities $ 13,263 $ — $ — $ 13,263 Interest rate swaps 899 — 899 — Deferred compensation liabilities 76,240 — 76,240 — Cross currency swap agreements 56,328 — 56,328 — Foreign currency forward contracts 5,190 — 5,190 — Total Liabilities $ 151,920 $ — $ 138,657 $ 13,263 The cash surrender value of life insurance is included in Other noncurrent assets on our Unaudited Condensed Consolidated Balance Sheets. The current portion of contingent consideration liabilities is included in Other current liabilities on our Unaudited Condensed Consolidated Balance Sheets; the noncurrent portion of deferred compensation liabilities and contingent consideration liabilities is included in Other noncurrent liabilities on our Unaudited Condensed Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps, cross currency swap agreements, and foreign currency forward contracts is presented in Note 10, "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 other 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. 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. We also have equity investments recorded in Other noncurrent assets that are reported at fair value. We have used net asset value as a practical expedient to value these equity investments and thus they are excluded from the fair value hierarchy disclosure. 22 Financial Assets and Liabilities Not Measured at Fair Value Our debt is reflected on the Unaudited Condensed Consolidated Balance Sheets at cost. Based on market conditions as of both March 31, 2021 and December 31, 2020, the fair value of our credit agreement borrowings reasonably approximated the carrying values of $ 853 million and $ 967 million, respectively. As of March 31, 2021 and December 31, 2020 there were no outstanding borrowings under the receivables facility. As of March 31, 2021 and December 31, 2020, the fair values of the Euro Notes (2024) were approximately $ 633 million and $ 662 million, respectively, compared to carrying values of $ 587 million and $ 611 million, respectively. As of March 31, 2021 and December 31, 2020, the fair values of the Euro Notes (2026/28) were $ 1.2 billion and $ 1.3 billion, respectively, compared to a carrying value of $ 1.2 billion as of both dates. 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 March 31, 2021 and December 31, 2020 to assume these obligations. The fair values of our Euro Notes (2024) and Euro Notes (2026/28) are determined based upon observable market inputs including quoted market prices in markets that are not active, and therefore are classified as Level 2 within the fair value hierarchy. Note 12. Employee Benefit Plans We have funded and unfunded defined benefit plans covering certain employee groups in the U.S. and various European countries. Local statutory requirements govern many of our European plans. The defined benefit plans are mostly closed to new participants and, in some cases, existing participants no longer accrue benefits. As of March 31, 2021 and December 31, 2020, the aggregate funded status of the defined benefit plans was a liability of $ 146 million and $ 153 million , respectively, and is reported in Other noncurrent liabilities and Accrued payroll-related liabilities on our Unaudited Condensed Consolidated Balance Sheets. Net periodic benefit cost for our defined benefit plans included the following components for the three months ended March 31, 2021 and 2020 (in thousands): Three Months Ended March 31, 2021 2020 Service cost $ 895 $ 670 Interest cost 342 718 Expected return on plan assets ( 423 ) ( 478 ) Amortization of actuarial loss 437 114 Net periodic benefit cost $ 1,251 $ 1,024 For the three months ended March 31, 2021 and 2020, the service cost component of net periodic benefit cost was classified in Selling, general and administrative expenses, while the other components of net periodic benefit cost were classified in Other income, net in our Unaudited Condensed Consolidated Statements of Income. Note 13. Income Taxes At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our interim earnings. We also record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, in the interim period in which they occur. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in state and foreign jurisdictions, permanent and temporary differences between book and taxable income, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes. Our effective income tax rate for the three months ended March 31, 2021 was 26.3 %, compared to 29.2 % for the comparable prior year period. The lower estimated annual effective tax rate for 2021 is primarily attributable to the higher forecasted 2021 results of operations, as compared to the forecasts available during the comparable quarter in 2020, when COVID-19 pandemic economic disruptions were depressing forecasted 2020 results. Higher projected income contributes to lower anticipated valuation allowances on the tax benefit of net operating losses and suspended interest deductions in certain 23 jurisdictions where realization may be uncertain. For the three months ended March 31, 2021, the effective tax rate was decreased 0.2 % by favorable discrete items, primarily excess tax benefits on stock-based compensation. Net discrete items for the three months ended March 31, 2020 reduced the effective tax rate by 0.8 %, primarily due to excess tax benefits on stock-based compensation and deferred tax adjustments as a result of statutory tax rate changes. Note 14. Segment and Geographic Information We have four operating segments: Wholesale – North America, Europe, Specialty and Self Service. 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. Our reportable segments are organized based on a combination of geographic areas served and type of product lines offered. The reportable segments are managed separately as each business serves different customers (i.e. geographic in the case of North America and Europe and product type in the case of Specialty) and is affected by different economic conditions. 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 Three Months Ended March 31, 2021 Revenue: Third Party $ 1,249,374 $ 1,463,453 $ 457,959 $ — $ 3,170,786 Intersegment 319 — 980 ( 1,299 ) — Total segment revenue $ 1,249,693 $ 1,463,453 $ 458,939 $ ( 1,299 ) $ 3,170,786 Segment EBITDA $ 249,167 $ 140,958 $ 61,482 $ — $ 451,607 Depreciation and amortization (1) 24,260 40,258 7,079 — 71,597 Three Months Ended March 31, 2020 Revenue: Third Party $ 1,289,935 $ 1,363,594 $ 347,406 $ — $ 3,000,935 Intersegment 260 — 1,176 ( 1,436 ) — Total segment revenue $ 1,290,195 $ 1,363,594 $ 348,582 $ ( 1,436 ) $ 3,000,935 Segment EBITDA $ 211,438 $ 78,262 $ 32,232 $ — $ 321,932 Depreciation and amortization (1) 23,148 41,095 7,136 — 71,379 (1) Amounts presented include depreciation and amortization expense recorded within Cost of goods sold and Restructuring and acquisition related expenses. The key measure of segment profit or loss reviewed by our chief operating decision maker, our Chief Executive Officer, is Segment EBITDA. We use Segment EBITDA to compare profitability among our segments and evaluate business strategies. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate general and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment's percentage of consolidated revenue. We calculate Segment EBITDA as EBITDA excluding restructuring and acquisition related expenses (which includes restructuring expenses recorded in Cost of goods sold); change in fair value of contingent consideration liabilities; other gains and losses related to acquisitions, equity method investments, or divestitures; equity in losses and earnings of unconsolidated subsidiaries; equity investment mark to market adjustments; and impairment charges. EBITDA, which is the basis for Segment EBITDA, is calculated as net income attributable to LKQ stockholders excluding discontinued operations and discontinued noncontrolling interest, depreciation, amortization, interest (which includes gains and losses on debt extinguishment) and income tax expense. The table below provides a reconciliation of Net Income to Segment EBITDA (in thousands): 24 Three Months Ended March 31, 2021 2020 Net income $ 266,332 $ 145,979 Less: net income attributable to continuing noncontrolling interest 419 740 Less: net income attributable to discontinued noncontrolling interest — 103 Net income attributable to LKQ stockholders 265,913 145,136 Subtract: Net loss from discontinued operations — ( 915 ) Net income attributable to discontinued noncontrolling interest — ( 103 ) Net income from continuing operations attributable to LKQ stockholders 265,913 146,154 Add: Depreciation and amortization 65,801 65,495 Depreciation and amortization - cost of goods sold 5,615 5,085 Depreciation and amortization - restructuring expenses (1) 181 799 Interest expense, net of interest income 24,179 25,931 Loss on debt extinguishment — 12,751 Provision for income taxes 92,969 60,411 EBITDA 454,658 316,626 Subtract: Equity in earnings of unconsolidated subsidiaries (2) 5,819 516 Equity investment mark to market adjustments 4,739 — Add: Restructuring and acquisition related expenses (1) 7,704 6,171 Restructuring expenses - cost of goods sold ( 163 ) ( 4 ) Impairment of net assets held for sale and (gain on disposal of business) 15 ( 249 ) Change in fair value of contingent consideration liabilities ( 49 ) ( 96 ) Segment EBITDA $ 451,607 $ 321,932 (1) The sum of these two captions represents the total amount that is reported in Restructuring and acquisition related expenses in our Unaudited Condensed Consolidated Statements of Income. Refer to Note 5, "Restructuring and Acquisition Related Expenses," for further information. (2) Refer to "Investments in Unconsolidated Subsidiaries" in Note 3, "Financial Statement Information," for further information. The following table presents capital expenditures by reportable segment (in thousands): Three Months Ended March 31, 2021 2020 Capital Expenditures North America $ 13,335 $ 29,321 Europe 26,298 13,048 Specialty 2,146 2,169 Total capital expenditures $ 41,779 $ 44,538 25 The following table presents assets by reportable segment (in thousands): March 31, December 31, 2021 2020 Receivables, net North America $ 401,737 $ 386,289 Europe 680,067 598,615 Specialty 170,570 88,485 Total receivables, net 1,252,374 1,073,389 Inventories North America 776,512 810,798 Europe 1,278,147 1,302,649 Specialty 338,055 301,165 Total inventories 2,392,714 2,414,612 Property, plant and equipment, net North America 569,428 583,985 Europe 556,489 583,439 Specialty 78,726 81,279 Total property, plant and equipment, net 1,204,643 1,248,703 Operating lease assets, net North America 777,546 755,430 Europe 520,857 520,131 Specialty 74,835 77,563 Total operating lease assets, net 1,373,238 1,353,124 Equity method investments North America 21,098 18,676 Europe 149,631 136,548 Total equity method investments 170,729 155,224 Other unallocated assets 6,271,759 6,115,481 Total assets $ 12,665,457 $ 12,360,533 We report net receivables; inventories; net property , plant and equipment; net operating lease assets; and equity method investments 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 and cash equivalents, prepaid and other current and noncurrent assets, goodwill and other intangibles. Our largest countries of operation are the U.S., followed by the U.K. and Germany. Additional European operations are located in the Netherlands, Italy, Czech Republic, Belgium, Austria, Slovakia, Poland, and other European countries. Our operations in other countries include wholesale operations in Canada, remanufacturing operations in Mexico, an aftermarket parts freight consolidation warehouse in Taiwan, and administrative support functions in India. Our net sales are attributed to geographic area based on the location of the selling operation. 26 The following table sets forth our revenue by geographic area (in thousands): Three Months Ended March 31, 2021 2020 Revenue United States $ 1,605,433 $ 1,533,945 United Kingdom 403,438 390,619 Germany 387,876 374,552 Other countries 774,039 701,819 Total revenue $ 3,170,786 $ 3,000,935 The following table sets forth our tangible long-lived assets by geographic area (in thousands): March 31, December 31, 2021 2020 Long-lived assets United States $ 1,423,988 $ 1,419,113 Germany 344,602 360,184 United Kingdom 310,013 315,333 Other countries 499,278 507,197 Total long-lived assets $ 2,577,881 $ 2,601,827 27