UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2009


~~For the Quarterly Period Ended September 30, 2008~~¨

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 000-50404

LKQ CORPORATION

(Exact name of registrant as specified in its charter)


DELAWARE		36-4215970
(State or other jurisdiction of		~~(I.R.S. Employer~~
incorporation or organization)		(I.R.S. Employer Identification No.)



120 NORTH LASALLE STREET, SUITE 3300, CHICAGO, IL		60602
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 621-1950

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o¨ No x

At ~~October 30, 2008,~~April 24, 2009, the registrant had issued and outstanding an aggregate of ~~139,790,781~~140,201,400 shares of Common Stock.

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements.

~~Item 1. Financial Statements.~~

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Balance Sheets

(In thousands, except share and per share data)

September 30,

December 31,

2008

2007

Assets

Current Assets:

Cash and equivalents

$
97,689

$
74,241

Receivables, net

136,553

125,572

Inventory

331,028

320,238

Deferred income taxes

18,022

18,809

Prepaid income taxes

4,630

6,344

Prepaid expenses

8,472

8,088

Total Current Assets

596,394

553,292

Property and Equipment, net

241,093

217,059

Intangibles:

Goodwill

910,200

825,881

Other intangibles, net

72,194

74,951

Other Assets

28,290

21,472

Total Assets

$
1,848,171

$
1,692,655

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable

$
60,488

$
68,871

Accrued expenses:

Accrued payroll-related liabilities

34,788

27,542

Other accrued expenses

44,009

45,630

Deferred revenue

5,203

4,844

Current portion of long-term obligations

19,425

16,936

Total Current Liabilities

163,913

163,823

Long-Term Obligations, Excluding Current Portion

623,028

641,526

Deferred Income Tax Liability

35,992

25,607

Other Noncurrent Liabilities

11,184

11,922

Commitments and Contingencies

Stockholders’ Equity:

Common stock, $0.01 par value, 500,000,000 shares authorized, 138,659,781 and 134,149,066 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively

1,387

1,341

Additional paid-in capital

779,545

705,778

Retained earnings

228,974

142,039

Accumulated other comprehensive income

4,148

619

Total Stockholders’ Equity

1,014,054

849,777

Total Liabilities and Stockholders’ Equity

$
1,848,171

$
1,692,655


	March 31, 2009			December 31, 2008
Assets
Current Assets:
Cash and equivalents	$	92,810		$	79,067
Receivables, net		138,923			148,422
Inventory		359,772			332,756
Deferred income taxes		20,187			19,644
Prepaid income taxes		3,334			21,164
Prepaid expenses		12,212			7,865

Total Current Assets		627,238			608,918

Property and Equipment, net		258,440			258,956
Intangibles:
Goodwill		934,486			923,807
Other intangibles, net		70,167			71,150
Other Assets		18,920			18,973

Total Assets	$	1,909,251		$	1,881,804


Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	62,737		$	65,411
Accrued expenses:
Accrued payroll-related liabilities		27,286			33,129
Other accrued expenses		43,725			42,006
Deferred revenue		5,341			4,733
Current portion of long-term obligations		23,528			21,934

Total Current Liabilities		162,617			167,213

Long-Term Obligations, Excluding Current Portion		615,031			620,940
Deferred Income Tax Liability		46,140			43,518
Other Noncurrent Liabilities		31,721			29,627

Commitments and Contingencies

Stockholders’ Equity:
Common stock, $0.01 par value, 500,000,000 shares authorized, 140,008,741 and 139,921,410 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively		1,400			1,399
Additional paid-in capital		793,235			790,933
Retained earnings		274,242			241,938
Accumulated other comprehensive loss		(15,135	)		(13,764	)

Total Stockholders’ Equity		1,053,742			1,020,506

Total Liabilities and Stockholders’ Equity	$	1,909,251		$	1,881,804

See notes to unaudited consolidated condensed financial statements.

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Statements of Income

(In thousands, except per share data)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2008

2007

2008

2007

Revenue

$
490,701

$
243,495

$
1,467,001

$
712,091

Cost of goods sold

274,786

135,038

808,064

391,455

Gross margin

215,915

108,457

658,937

320,636

Facility and warehouse expenses

48,479

26,188

136,783

76,432

Distribution expenses

46,636

23,803

136,731

68,191

Selling, general and administrative expenses

60,929

29,107

186,791

85,969

Restructuring expenses

2,400

—

6,723

—

Depreciation and amortization

7,513

3,768

22,029

10,549

Operating income

49,958

25,591

169,880

79,495

Other expense (income):

Interest expense, net

8,192

2,241

26,904

6,067

Other expense (income), net

1

(468
)
(719
)
(1,143
)

Total other expense

8,193

1,773

26,185

4,924

Income before provision for income taxes

41,765

23,818

143,695

74,571

Provision for income taxes

16,697

9,259

56,760

30,202

Net income

$
25,068

$
14,559

$
86,935

$
44,369

Net income per share:

Basic

$
0.18

$
0.13

$
0.64

$
0.41

Diluted

$
0.18

$
0.13

$
0.62

$
0.39

Weighted average common shares outstanding:

Basic

136,585

109,326

135,481

107,678

Diluted

141,190

115,111

140,458

113,237


	Three Months Ended March 31,
	2009			2008
Revenue	$	517,989		$	491,908

Cost of goods sold		285,039			268,594


Gross margin		232,950			223,314

Facility and warehouse expenses		50,663			44,502

Distribution expenses		44,542			44,769

Selling, general and administrative expenses		67,111			64,103

Restructuring expenses		803			1,174

Depreciation and amortization		8,453			7,258


Operating income		61,378			61,508

Other expense (income):
Interest expense, net		7,580			10,301
Other income, net		(40	)		(269	)


Total other expense		7,540			10,032


Income before provision for income taxes		53,838			51,476

Provision for income taxes		21,534			20,598


Net income	$	32,304		$	30,878


Net income per share:
Basic	$	0.23		$	0.23


Diluted	$	0.23		$	0.22


Weighted average common shares outstanding:
Basic		139,793			134,558


Diluted		142,789			139,682

See notes to unaudited consolidated condensed financial statements.

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Statements of Cash Flows

(In thousands)

Nine Months Ended September 30,

2008

2007

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$
86,935

$
44,369

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

23,998

10,933

Stock-based compensation expense

4,133

2,386

Deferred income taxes

9,375

4,576

Excess tax benefit from exercise of stock options

(8,192
)
(12,150
)
Other adjustments

2,221

(94
)
Changes in operating assets and liabilities, net of effects from purchase transactions:

Receivables

(5,738
)
(8,464
)
Inventory

(5,675
)
(21,853
)
Prepaid income taxes/income taxes payable

9,733

5,299

Accounts payable

(9,798
)
907

Other operating assets and liabilities

(1,678
)
5,598

Net cash provided by operating activities

105,314

31,507

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(42,212
)
(26,095
)
Proceeds from disposal of assets

1,993

417

Purchases of investment securities

—

(5,885
)
Cash used in acquisitions, net of cash acquired

(40,258
)
(55,705
)

Net cash used in investing activities

(80,477
)
(87,268
)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

4,722

8,341

Proceeds from the sale of common stock

—

349,529

Repurchase and retirement of redeemable common stock

—

(1,125
)
Excess tax benefit from exercise of stock options

8,192

12,150

Debt issuance costs

(219
)
(206
)
Repayments of long-term debt

(13,659
)
(3,524
)
Net repayments under line of credit

—

(88,169
)

Net cash (used in) provided by financing activities

(964
)
276,996

Effect of exchange rate changes on cash and equivalents

(425
)
74

Net increase in cash and equivalents

23,448

221,309

Cash and equivalents, beginning of period

74,241

4,031

Cash and equivalents, end of period

$
97,689

$
225,340

Supplemental disclosure of cash flow information:

Notes issued in connection with business acquisitions

$
25

$
1,449

Stock issued in connection with business acquisitions

60,041

—

Cash paid for income taxes, net of refunds

37,508

20,111

Cash paid for interest

27,619

7,148


	Three Months Ended March 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	32,304		$	30,878
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,291			7,875
Stock-based compensation expense		1,711			1,304
Deferred income taxes		2,254			399
Excess tax benefit from exercise of stock options		(261	)		(1,103	)
Other adjustments		592			(68	)
Changes in operating assets and liabilities, net of effects from purchase transactions:
Receivables		10,084			(8,338	)
Inventory		(24,789	)		(8,772	)
Prepaid income taxes/income taxes payable		18,018			18,625
Accounts payable		(2,546	)		(5,091	)
Other operating assets and liabilities		(7,133	)		(3,357	)

Net cash provided by operating activities		39,525			32,352


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(6,918	)		(13,196	)
Proceeds from disposal of assets		109			—
Cash used in acquisitions, net of cash acquired		(15,756	)		(4,186	)

Net cash used in investing activities		(22,565	)		(17,382	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		331			939
Excess tax benefit from exercise of stock options		261			1,103
Debt issuance costs		—			(173	)
Repayments of long-term debt		(6,100	)		(5,549	)
Borrowings under line of credit		2,310			—


Net cash used in financing activities		(3,198	)		(3,680	)


Effect of exchange rate changes on cash and equivalents		(19	)		(121	)

Net increase in cash and equivalents		13,743			11,169

Cash and equivalents, beginning of period		79,067			74,241

Cash and equivalents, end of period	$	92,810		$	85,410


Supplemental disclosure of cash flow information:
Notes issued in connection with business acquisitions	$	729		$	—
Stock issued in connection with business acquisitions		—			18,006
Cash paid for income taxes, net of refunds		1,189			1,506
Cash paid for interest		7,523			10,311
Property and equipment purchases not yet paid		301			811

See notes to unaudited consolidated condensed financial statements.

LKQ CORPORATION AND SUBSIDIARIES

Unaudited Consolidated Condensed Statements of Stockholders’ Equity and Other Comprehensive Income

(In thousands)

Accumulated

Common Stock

Other

Total

Shares

Additional

Retained

Comprehensive

Stockholders’

Issued

Amount

Paid-In Capital

Earnings

Income

Equity

BALANCE, December 31, 2007

134,149

$
1,341

$
705,778

$
142,039

$
619

$
849,777

Net income

—

—

—

86,935

—

86,935

Unrealized loss on pension plan, net of tax of $195

—

—

—

—

(305
)
(305
)

Unrealized gain on change in fair value of interest rate swap agreements, net of tax of $3,031

—

—

—

—

4,740

4,740

Foreign currency translation

—

—

—

—

(906
)
(906
)

Total comprehensive income

—

—

—

—

—

90,464

Stock issued in business acquisition

2,919

29

60,012

—

—

60,041

Share price guarantee payment

—

—

(3,275
)
—

—

(3,275
)

Stock issued as director compensation

5

1

90

—

—

91

Stock-based compensation expense

—

—

3,519

—

—

3,519

Activity related to restricted stock awards

190

2

521

—

—

523

Exercise of stock options, including related tax benefits of $8,192

1,397

14

12,900

—

—

12,914

BALANCE, September 30, 2008

138,660

$
1,387

$
779,545

$
228,974

$
4,148

$
1,014,054


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
	Shares Issued	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
BALANCE, December 31, 2008	139,921	$	1,399	$	790,933	$	241,938	$	(13,764	)	$	1,020,506

Net income	—		—		—		32,304		—			32,304

Change in interest rate swap agreements, net of tax of $370 (see Note 6)	—		—		—		—		(551	)		(551	)

Foreign currency translation	—		—		—		—		(820	)		(820	)


Total comprehensive income	—		—		—		—		—			30,933

Stock issued as director compensation	5		—		72		—		—			72

Stock-based compensation expense	—		—		1,639		—		—			1,639

Exercise of stock options, including related tax benefits of $261	83		1		591		—		—			592


BALANCE, March 31, 2009	140,009	$	1,400	$	793,235	$	274,242	$	(15,135	)	$	1,053,742

See notes to unaudited consolidated condensed financial statements.

LKQ CORPORATION AND SUBSIDIARIES

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1. Interim Financial Statements

The unaudited financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries. When the terms “the Company,” “we,” “us,” or “our” are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries. All intercompany transactions and accounts have been eliminated.

We have prepared the accompanying Unaudited Consolidated Condensed 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 have been condensed or omitted. These Unaudited Consolidated Condensed Financial Statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Operating 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 most recent report on Form 10-K for the year ended December 31, ~~2007~~2008 filed with the SEC.

Note 2. Financial Statement Information

Revenue Recognition

Revenue is recognized when products are shipped and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We have recorded a reserve for estimated returns, discounts and allowances of approximately ~~$10.0~~$12.7 million and ~~$7.5~~$11.2 million at ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007,~~2008, respectively.

Receivables

We have recorded a reserve for uncollectible accounts of approximately ~~$5.5 million and $4.3~~$5.8 million at ~~September 30, 2008~~both March 31, 2009 and December 31, ~~2007, respectively.~~2008.

Inventory

Inventory consists of the following (in thousands):

	September 30,		December 31,
	2008		2007
					March 31, 2009		December 31, 2008
Salvage products	$	136,689	$	111,775	$	143,360	$	140,126
Aftermarket and refurbished products	187,628		201,408			209,075		184,527
Core facilities inventory	6,711		7,055			7,337		8,103

	$	331,028	$	320,238
					$	359,772	$	332,756

Intangibles

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the net assets acquired), and other specifically identifiable intangible assets, ~~such as~~including the ~~tradename acquired in connection with our acquisition of~~ Keystone ~~Automotive Industries, Inc. (“Keystone”) in the fourth quarter of 2007,~~trade name, covenants not to compete and trademarks.

The change in the carrying amount of goodwill during the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 is as follows (in thousands):

Balance as of December 31, 2007

$
825,881

Adjustment of previously recorded goodwill

10,309

Exchange rate effects

(1,659
)
Business acquisitions

75,669

Balance as of September 30, 2008

$
910,200

We adjusted previously recorded goodwill by $10.3 million. These adjustments included $4.6 million of inventory valuation adjustments, $2.6 million of fixed asset valuation adjustments and $2.0 million of adjustments to the allowance for estimated returns, discounts and allowances, all of which related to the Keystone acquisition. We made additional purchase price adjustments totaling $1.1 million relating to Keystone and other businesses acquired in the prior year.


Balance as of December 31, 2008	$	923,807
Adjustment of previously recorded goodwill		234
Exchange rate effects		(1,235	)
Business acquisitions		11,680


Balance as of March 31, 2009	$	934,486

Other intangible assets totaled approximately ~~$72.2~~$70.2 million and ~~$75.0~~$71.1 million, net of accumulated amortization of ~~$4.1~~$6.1 million and ~~$1.0~~$5.1 million, at ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007,~~2008, respectively. Amortization expense was approximately ~~$3.1~~$1.0 million during each of the ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008. ~~The expense for the corresponding 2007 period was immaterial.~~ Estimated annual amortization expense is approximately $4.0 million for each of the years ~~2008~~2009 through ~~2012.~~2013.

Depreciation Expense

~~Included~~Depreciation expense associated with our refurbishing and smelting operations is included in Cost of Goods Sold ~~is depreciation expense associated with refurbishing~~rather than Depreciation and ~~smelting operations.~~Amortization on the Unaudited Consolidated Condensed Statements of Income.

Warranty Reserve

Some of our mechanical products are sold with a standard six-month warranty against defects. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity and related expenses. Our warranty activity during the first ~~nine~~three months of ~~2008~~2009 was as follows (in thousands):

Balance as of January 1, 2008	$	580

Balance as of January 1, 2009				$	540
Warranty expense	2,818				947
Warranty claims	(2,858		)		(971	)
Balance as of September 30, 2008	$	540

Balance as of March 31, 2009				$	516

WeFor an additional fee, we also sell ~~separately priced~~ extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

Stock-Based Compensation

We account for stock-based compensation in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”).

The fair value of stock options has been estimated using the Black-Scholes option-pricing model. The following table summarizes the assumptions used to compute the weighted average fair value of ~~stock option grants:~~options granted during the respective periods:

Nine Months Ended

September 30,

2008

2007

Expected life (in years)

6.4

6.4

Risk-free interest rate

3.27
%
4.40
%
Volatility

39.3
%
40.0
%
Dividend yield

0
%
0
%
Weighted average fair value of options granted

$
8.54

$
4.77


	Three Months Ended March 31,
	2009			2008
Expected life (in years)		6.3			6.4
Risk-free interest rate		1.83	%		3.27	%
Volatility		44.6	%		39.3	%
Dividend yield		0	%		0	%
Weighted average fair value of options granted	$	5.47		$	8.51

Estimated forfeitures – When estimating forfeitures, we consider voluntary and involuntary termination behavior as well as analysis of historical forfeitures. For options granted in ~~2008,~~2009, a forfeiture rate of ~~8.0%~~9.0% has been used for valuing employee option grants, while a forfeiture rate of 0% has been used for valuing non-employee director and executive officer option grants.

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

Three Months ended September 30,

Nine Months ended September 30,

2008

2007

2008

2007

Stock options

$
1,205

$
595

$
3,519

$
2,307

Restricted stock

183

—

523

—

Stock issued in lieu of quarterly cash compensation for non-employee directors

30

31

91

79

Total stock-based compensation expense

$
1,418

$
626

$
4,133

$
2,386


	Three Months Ended March 31,
	2009		2008
Stock options	$	1,460	$	1,114
Restricted stock		179		159
Stock issued to non-employee directors		72		31


Total stock-based compensation expense	$	1,711	$	1,304

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

	Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007			Three Months Ended March 31,
													2009			2008
Cost of goods sold	$	3		$	4		$	10		$	10		$	11		$	3
Facility and warehouse expenses	514			245			1,501			713				620			473
Selling, general and administrative expenses	901			377			2,622			1,663				1,080			828
	1,418			626			4,133			2,386

														1,711			1,304
Income tax benefit	(567		)	(244		)	(1,633		)	(930		)		(674	)		(522	)
Total stock based compensation expense, net of tax	$	851		$	382		$	2,500		$	1,456

Total stock-based compensation expense, net of tax													$	1,037		$	782

We have not capitalized any stock-based compensation ~~cost~~costs during the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 and ~~2007.~~2008. As of ~~September 30, 2008,~~March 31, 2009, unrecognized compensation expense related to unvested stock options and restricted stock is expected to be recognized as follows (in thousands):

	Stock Options		Restricted Stock		Total
							Stock Options		Restricted Stock		Total
Remainder of 2008	$	1,148	$	183	$	1,331
2009	4,570		727		5,297
Remainder of 2009							$	4,864	$	548	$	5,412
2010	4,209		727		4,936			6,116		727		6,843
2011	3,369		727		4,096			5,281		727		6,008
2012	2,447		727		3,174			3,957		727		4,684
2013	85		22		107			1,673		22		1,695
2014								38		—		38


Total unrecognized compensation expense	$	15,828	$	3,113	$	18,941	$	21,929	$	2,751	$	24,680

Segments

~~During the third quarter of 2008, we commenced a reorganization of our~~Our vehicle replacement products operations are organized into ~~ten~~11 operating segments, ~~combining~~comprised of nine geographic regions for our wholesale recycled original equipment manufacturer (“OEM”) products and aftermarket products ~~on a geographic basis, with a~~operations and separate operating ~~segment~~segments for our self-service retail OEM products and ~~one for~~ our ~~refurbishing~~recycled heavy duty truck parts operations. These segments are aggregated into one reportable segment because they possess similar economic characteristics and have common products and services, customers and methods of distribution.

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

	Three Months ended September 30,				Nine Months ended September 30,
	2008		2007		2008		2007		Three Months Ended March 31,
									2009		2008
Recycled and related products and services	$	174,679	$	139,673	$	488,966	$	397,898	$	187,572	$	154,862
Aftermarket, other new and refurbished products	230,328		57,750		746,618		179,816			281,703		275,079
Other	85,694		46,072		231,417		134,377			48,714		61,967

	$	490,701	$	243,495	$	1,467,001	$	712,091
									$	517,989	$	491,908

Recent Accounting Pronouncements

Effective January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) as it pertains to financial assets and liabilities. In accordance with the provisions of FASB Staff Position 157-2, we elected to defer the adoption of SFAS 157 relating to the fair value of non-financial assets and liabilities. We are currently evaluating the impact, if any, of applying SFAS 157 to our non-financial assets and liabilities. SFAS 157 established a framework for reporting fair value and expands disclosures required for fair value measurements. Although the adoption of SFAS 157 did not have a significant impact on our consolidated financial position, results of operations or cash flows, we are now required to provide additional disclosures as part of our financial statements. These additional disclosures are provided in Note ~~10.~~

~~Effective January 1, 2008,~~7, “Fair Value Measurements.” As allowed by the provisions of FASB Staff Position (“FSP”) 157-2, we adopted SFAS ~~No. 159, “The Fair Value Option~~157 for ~~Financial Assets~~our non-financial assets and ~~Financial Liabilities” (“SFAS 159”). The adoption of SFAS 159~~liabilities on January 1, 2009, which did not have a ~~significant impact~~material effect on our consolidated financial position, results of operations or cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) 110 to amend the SEC’s views discussed in SAB 107 regarding the use of the simplified method in developing an estimate of expected life of share options in accordance with SFAS No. 123R. We will continue to use the simplified method untilEffective January 1, 2009, we ~~have the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB 107, as amended by SAB 110.~~

~~In December 2007, the Financial Accounting Standards Board (“FASB”) issued~~adopted SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). Under SFAS 141R, ~~companies will be~~we are required to, among other things, recognize the assets acquired, liabilities assumed, including contractual contingencies, and contingent consideration at fair value on the date of acquisition. ~~SFAS 141R~~We are also ~~requires that~~required to expense acquisition-related expenses ~~be expensed~~ as incurred, restructuring costs ~~be expensed~~ in periods subsequent to the acquisition date, and changes in ~~accounting for~~ deferred income tax asset valuation allowances and acquired income tax uncertainties after the measurement period ~~be included~~ in income tax expense. We applied the provisions of SFAS 141R ~~will be effective on~~to the acquisitions made in the first three months of 2009 and the income tax provisions of SFAS 141R to all acquisitions. See Note 10, “Business Combinations,” for related disclosures.

Effective January 1, 2009, we adopted FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP No. 142-3”). FSP No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and ~~will change our accounting for business combinations upon adoption. We are currently assessing the impact that the~~Other Intangible Assets.” The adoption of ~~SFAS~~

~~141R will~~FSP No. 142-3 did not have an effect on our consolidated financial position, results of operations ~~and~~or cash flows.

~~In March 2008, the FASB issued~~9

On January 1, 2009, we adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of SFAS No. 133” (“SFAS 161”)~~. SFAS 161 requires~~, which provides revised guidance for enhanced disclosures about derivative and hedging ~~activities and is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.~~activities. As SFAS 161 specifically relates to disclosures regarding derivative and hedging activities, it ~~will~~did not impact our consolidated financial position, results of operations or cash flows. The additional disclosures are provided in Note 6, “Derivative Instruments and Hedging Actvities.”

On April 9, 2009, the FASB issued FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP No. 107-1”), which requires disclosures of fair value for any financial instruments not currently reflected at fair value on the balance sheet for all interim periods. FSP No. 107-1 is effective for interim periods ending after June 15, 2009 and should be applied prospectively. As FSP No. 107-1 relates to disclosure requirements, we do not expect the adoption to have an effect on our consolidated financial position, results of operations or cash flows.

Note 3. Capital Structure

On September 25, 2007, we completed the sale of 23,600,000 shares of our common stock pursuant to a registration statement filed with the SEC. Pursuant to the same registration statement, the selling stockholders named in the registration statement sold 4,000,000 shares of our common stock. We received $349.5 million, net of the underwriting discount and net of offering related expenses of approximately $0.7 million, for the common stock we issued and sold. We did not receive any proceeds from the sale of shares by the selling stockholders. We also received approximately $2.8 million in proceeds from the exercise of 1,000,000 stock options by certain members of management in connection with the offering.

On November 5, 2007, our Board of Directors approved a two-for-one split of our common stock payable as a stock dividend. Each stockholder of record at the close of business on November 16, 2007 received an additional share of common stock for every outstanding share held. The payment date was December 3, 2007, and the common stock began trading on a split-adjusted basis on December 4, 2007. All share and per share amounts for all periods presented have been adjusted to reflect the stock split.

On March 4, 2008, in connection with the acquisition of Texas Best Diesel, L.P., we issued 838,073 shares of our common stock.

On August 25, 2008, in connection with the acquisition of Pick-Your-Part Auto Wrecking (“PYP”), we issued 2,080,561 shares of our common stock.

Note 4. ~~Stock-Based Compensation~~Equity Incentive Plans

We have two stock-based compensation plans, the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”) and the Stock Option and Compensation Plan for Non-Employee Directors (the “Director Plan”). Under the Equity Incentive Plan, both qualified and nonqualified stock options, stock appreciation rights, restricted stock, performance shares and performance units may be granted.

Stock options expire 10 years from the date they are granted. Most of the options granted under the Equity Incentive Plan vest over a period of five years. Options granted under the Director Plan vest six months after the date of grant. We expect to issue new shares of common stock to cover future stock option exercises.

On January 9, 2009, our Board of Directors granted options to non-employee directors under the Equity Incentive Plan to purchase a total of 240,000 shares of our common stock at an exercise price of $11.955 per share. The options vest over a period of three years.

On January 11, 2008, we issued 190,000 shares of restricted stock to key employees. The grant-date fair value of the awards was approximately $3.6 million, or $19.14 per share. Vesting of the awards is subject to a continued service condition, with 20% of the awards vesting each year on the anniversary date of the ~~grant date.~~grant. The fair value of each share of restricted stock awarded was equal to the market value of a share of our common stock on the grant date.

Until the shares of restricted stock vest, they may not be sold, pledged or otherwise transferred and are subject to forfeiture upon the recipient’s voluntary termination of employment or termination for cause.

A summary of transactions in our stock-based compensation plans for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 is as follows:

	Restricted			Stock Options
	Shares and					Weighted		Restricted				Stock Options
	Options		Restricted			Average		Shares and Options Available For Grant		Restricted Shares Outstanding		Number Outstanding		Weighted Average Exercise Price
	Available		Shares	Number		Exercise
	For Grant		Outstanding	Outstanding		Price

Balance, December 31, 2007	6,852,680		—	11,032,102		$	5.06
Balance, December 31, 2008								5,374,928		190,000		9,663,588		$	7.27

Granted	(1,617,250	)	190,000	1,427,250		19.19		(1,779,400	)	—		1,779,400			11.95
Exercised	—		—	(1,397,266	)	3.38		—		—		(82,267	)		4.02
Vested								—		(38,000	)	—			—
Cancelled	98,690		—	(98,690	)	16.61		23,575		—		(23,575	)		17.47

Balance, September 30, 2008	5,334,120		190,000	10,963,396		$	7.01

Balance, March 31, 2009								3,619,103		152,000		11,337,146		$	8.01

The following table summarizes information about outstanding and exercisable stock options at ~~September 30, 2008:~~March 31, 2009:

Outstanding

Exercisable

Weighted

Weighted

Average

Weighted

Average

Weighted

Remaining

Average

Remaining

Average

Range of

Contractual

Exercise

Contractual

Exercise

Exercise Prices

Shares

Life (Yrs)

Price

Shares

Life (Yrs)

Price

$0.75

158,000

2.3

$
0.75

158,000

2.3

$
0.75

2.00 - 2.19

1,108,170

3.9

2.09

1,108,170

3.9

2.09

3.13 - 3.99

1,819,900

3.3

3.47

1,724,300

3.2

3.47

4.16 - 4.72

4,223,286

5.9

4.44

3,966,901

5.9

4.44

7.56 - 7.60

246,000

7.0

7.59

243,600

7.0

7.59

9.33 - 12.42

1,954,840

7.8

10.04

870,860

7.8

10.14

18.87 - 22.58

1,453,200

9.3

19.17

141,970

9.3

19.12

10,963,396

6.1

$
7.01

8,213,801

5.3

$
4.80


	Outstanding				Exercisable
Range of Exercise Prices	Shares	Weighted Average Remaining Contractual Life (Yrs)	Weighted Average Exercise Price		Shares	Weighted Average Remaining Contractual Life (Yrs)	Weighted Average Exercise Price
$0.75	118,000	1.8	$	0.75	118,000	1.8	$	0.75
2.00 - 2.19	1,028,170	3.4		2.10	1,028,170	3.4		2.10
3.25 - 3.96	1,601,900	2.9		3.48	1,585,900	2.9		3.48
4.17 - 4.64	3,303,619	5.5		4.37	3,132,670	5.5		4.36
7.56 - 7.59	206,000	6.5		7.59	204,200	6.5		7.59
9.34 – 12.11	3,690,040	8.5		10.95	1,006,480	7.3		10.08
16.41 - 22.58	1,389,417	8.8		19.15	272,500	8.8		19.14


	11,337,146	6.3	$	8.01	7,347,920	5.0	$	5.22

At ~~September 30, 2008,~~March 31, 2009, a total of ~~10,915,758~~11,179,541 options with an average exercise price of ~~$6.98~~$7.96 and a weighted average remaining contractual life of ~~6.0~~6.3 years were exercisable or expected to vest. The total grant-date fair value of options that vested during the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 was approximately ~~$3.4~~$2.1 million.

The aggregate intrinsic value (market value of stock less option exercise price) of outstanding, expected to vest and exercisable stock options at ~~September 30, 2008~~March 31, 2009 is ~~$109.2~~$77.7 million, ~~$109.1~~$77.2 million and ~~$100.0~~$67.8 million, respectively. The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the Company’s closing stock price of ~~$16.97~~$14.27 on ~~September 30, 2008,~~March 31, 2009, which would have been received by the option holders had all option holders exercised their options as of that date. This amount changes based upon the fair market value of our common stock. The total intrinsic value of stock options exercised ~~was $22.4 million~~ during the ~~nine~~three months ended ~~September 30, 2008.~~March 31, 2009 was $0.8 million. There were ~~2,788,310~~203,030 stock options exercised during the ~~nine~~three months ended ~~September 30, 2007~~March 31, 2008 with an intrinsic value of ~~$33.0~~$3.1 million.

Note 5.Long-Term Obligations

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

September 30,

December 31,

2008

2007

Senior secured debt financing facility:

Term loans payable

$
640,121

$
650,252

Revolving credit facility

—

—

Notes payable to individuals in monthly installments through November 2010, interest at 3.5% to 10.0%

2,332

8,210

642,453

658,462

Less current maturities

(19,425
)
(16,936
)

$
623,028

$
641,526


	March 31, 2009			December 31, 2008
Senior secured debt financing facility:
Term loans payable	$	626,918		$	632,983
Revolving credit facility		7,534			5,342
Notes payable to individuals through August 2019, interest at 3.5% to 10.0%		4,107			4,549

		638,559			642,874
Less current maturities		(23,528	)		(21,934	)

	$	615,031		$	620,940

We obtained a senior secured debt financing facility (“Credit Agreement”) from Lehman Brothers Inc. (“Lehman”) and Deutsche Bank Securities, Inc. (“Deutsche Bank”) on October 12, 2007, which was amended on October 26, 2007. The Credit Agreement has a six year term and includes a $610 million term loan, a $40 million Canadian currency term loan, a $100 million U.S. dollar revolving credit facility, and a $15 million dual currency facility for drawings of either U.S. dollars or Canadian dollars. The Credit Agreement also provides for (i) the issuance of letters of credit of up to $35 million in U.S. dollars and up to $10 million in either U.S. or Canadian dollars, (ii) for a swing line credit facility of $25 million under the $100 million revolving credit facility, and (iii) the opportunity for us to add additional term loan facilities and/or increase the $100 million revolving credit facility’s commitments, provided that such additions or increases do not exceed $150 million in the aggregate and provided further that no existing lender is required to make its pro rata share of any such additions or increases without its consent. Amounts under each term loan facility are due and payable in quarterly installments of increasing amounts that began in the first quarter of 2008, with the balance payable in full on October 12, 2013. Amounts due under each revolving credit facility will be due and payable October 12, 2013. We are also required to prepay the term loan facilities upon the sale of certain assets, upon the incurrence of certain debt, upon receipt of certain insurance and condemnation proceeds, and with up to 50% of our excess cash flow, with the amount of such excess cash flow determined based upon our total leverage ratio.

As of ~~September 30, 2008,~~March, 2009, we had no$7.5 million of borrowings on our $115 million revolving credit facility. Availability on the revolving credit facility is further reduced by outstanding letters of credit totaling ~~approximately $22~~$25.3 million. Lehman Commercial Paper Inc. (“LCP”) filed for protection under Chapter 11 of the Federal Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on October 5, 2008. LCP accounts for $15 million of the revolver funding commitment and serves as our swing line lender. Accordingly, we no longer believe this $15 million revolver commitment is available, so in effect our availability on the line has been reduced to ~~$78~~$67.2 million. Our ability to access the swing line credit facility is also uncertain as a result of the bankruptcy filing. We believe that the LCP bankruptcy will not have a material adverse effect on our liquidity.

The Credit Agreement contains customary representations and warranties, and contains customary covenants that restrict our ability to, among other things (i) incur liens, (ii) incur any indebtedness (including guarantees or other contingent obligations), and (iii) engage in mergers and consolidations. The Credit Agreement also requires us to meet certain financial covenants, including compliance with the required senior secured debt ratio. We were in compliance with all restrictive covenants as of ~~September 30,~~March 31, 2009 and December 31, 2008.

Borrowings under the Credit Agreement accrue interest at variable rates, which depend on the type (U.S. dollar or Canadian dollar) and duration of the borrowing, plus an applicable margin rate. The weighted-average interest rates, including the effect of interest rate swap agreements, on borrowings outstanding against the Company’s senior secured credit facility at ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007~~2008 were ~~4.91%~~4.47% and ~~7.53%~~4.62%, respectively. Borrowings against the senior secured credit facility totaled ~~$640.1~~$634.5 million and ~~$650.3~~$638.3 million at ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007,~~2008, respectively, of which ~~$17.4~~$22.2 million and ~~$10.0~~$19.8 million are classified as current maturities, respectively.

Note 6. Derivative Instruments and Hedging Activities

~~The weighted average interest rate at September 30, 2008 includes~~We are exposed to market risks, including the effect of ~~the following~~changes in interest rates and foreign currency exchange rates. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our credit agreement, but we do not attempt to hedge our foreign currency risk. We do not hold or issue derivatives for trading purposes.

At March 31, 2009, we had interest rate swap agreements ~~which we entered into~~ in ~~March 2008 and September 2008 in order~~place to hedge a portion of the variable interest rate risk on our variable rate term ~~loans:~~

Notional Amount

Effective Date

Maturity Date

Fixed Interest Rate

$
200,000,000

April 14, 2008

April 14, 2011

2.74
%
$
50,000,000

April 14, 2008

April 14, 2010

2.43
%
$
250,000,000

September 15, 2008

October 14, 2010

2.63
%

loans, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. Beginning on the effective dates of the interest rate swap agreements, we have paid and will pay, on a monthly basis through the maturity date, ~~pay~~ the fixed interest rate and receive a variable rate of interest based on the London InterBank Offered Rate (“LIBOR”) on the notional amount. The interest rate swap agreements qualify as cash flow hedges, as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”). , and we have elected to apply hedge accounting for these swap agreements. As a result, the effective portion of changes in the fair value of the interest rate swap agreements is recorded in Other Comprehensive Income and is reclassified to earnings when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense.

The following table summarizes our interest rate agreements in effect as of March 31, 2009:


Notional Amount		Effective Date	Maturity Date	Fixed Interest Rate*
$	50,000,000	April 14, 2008	April 14, 2010	4.68	%
$	200,000,000	April 14, 2008	April 14, 2011	4.99	%
$	250,000,000	September 15, 2008	October 14, 2010	4.88	%
	* Includes applicable margin of 2.25% per annum

As of ~~September 30, 2008,~~March 31, 2009, the fair market value of these market contracts was ~~approximately $7.8 million. The fair market value~~a liability of $14.7 million and is included in Other Noncurrent Liabilities on our Unaudited Consolidated Condensed Balance Sheet. During the three months ended March 31, 2009, we recognized a $2.2 million loss (net of tax) on derivatives in Other Comprehensive Income. Approximately $1.7 million of losses (net of tax) were reclassified to interest ~~rate swaps is subject to changes~~expense from Accumulated Other Comprehensive Income during the three months ended March 31, 2009. As of March 31, 2009, we estimate that $6.7 million of net derivative losses (net of tax) included in ~~value due to changes in interest rates. Hedge~~Accumulated Other Comprehensive Income will be reclassified into earnings within the next 12 months. There was no hedge ineffectiveness for the ~~nine~~three months ended ~~September 30, 2008 was immaterial.~~March 31, 2009.

Note ~~6. Commitments~~7. Fair Value Measurements

SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers 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 ~~Contingencies~~

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

We ~~are obligated under noncancelable operating leases for corporate office space, warehouse~~use the market approach to value our financial assets and ~~distribution facilities, trucks~~liabilities, and ~~certain equipment.~~there were no changes in valuation techniques during the three months ended March 31, 2009. The ~~future minimum lease commitments under these leases~~following table presents information about our financial assets and liabilities measured at ~~September 30, 2008 are~~fair value on a recurring basis as ~~follows~~of March 31, 2009 (in thousands):

Three months ended December 31, 2008

$
12,805

Years ended December 31:

2009

45,282

2010

37,560

2011

29,869

2012

23,784

2013

18,761

Thereafter

54,094

$
222,155

~~Litigation and Related Contingencies~~

On December 2, 2005, Ford Global Technologies, LLC (“Ford”) filed a complaint under Section 337 of the Tariff Act of 1930 with the United States International Trade Commission (“USITC”) against Keystone and five other named Respondents, including four Taiwan-based manufacturers (collectively, the “F-150 Respondents”). On December 12, 2005, Ford filed an Amended Complaint. Both the Complaint and the Amended Complaint contended that the F-150 Respondents infringed 14 design patents covering eight parts on the 2004-2005 Ford F-150 truck (the “Ford Design Patents”). Ford asked the USITC to issue a permanent general exclusion order excluding from entry into the United States all automotive parts that infringe the Ford Design Patents and that are imported into the United States, sold for importation in the United States, or sold within the United States after importation. Ford also sought a permanent order directing the F-150 Respondents to cease and desist from, among other things, selling, marketing, advertising, distributing and offering for sale imported automotive parts that infringe the Ford Design Patents. On December 28, 2005, the USITC issued a Notice of Investigation based on Ford’s Amended Complaint. The USITC’s Notice of Investigation was published in the Federal Register on January 4, 2006.

On January 23, 2006, the F-150 Respondents filed their Response to the Complaint and Notice of Investigation. In the Response, the F-150 Respondents denied, among other things, that any of the Ford Design Patents is valid and/or enforceable and, accordingly, denied each and every allegation of infringement. The F-150 Respondents further asserted several affirmative defenses. In interlocutory rulings, the Administrative Law Judge (“ALJ”) struck the F-150 Respondents’ affirmative defenses of patent exhaustion, permissible repair, license and patent misuse and the affirmative defense that each of the patents is invalid for failure to comply with the ornamentality requirement of 35 U.S.C.§171. Additionally, the ALJ granted Ford’s request to drop four patents from the investigation. A hearing before the ALJ took place the last week of August 2006.

On December 4, 2006, the ALJ issued an Initial Determination upholding seven of Ford’s design patents and declaring the remaining three design patents to be invalid. Both Ford and the F-150 Respondents petitioned the USITC to review and set aside portions of the ALJ’s Initial Determination. The F-150 Respondents’ petition also sought review of the ALJ’s interlocutory rulings concerning certain of their affirmative defenses. On March 20, 2007, the USITC decided not to review the ALJ’s Initial Determination.

On June 6, 2007, the USITC issued its Notice of Final Determination. The Notice of Final Determination denied the F-150 Respondents’ petition for reconsideration and their motion for leave to supplement their petition. In addition, the USITC issued a general exclusion order prohibiting the importation of certain automotive parts found to infringe the seven Ford design patents found valid. The USITC’s decision became final on August 6, 2007 upon the expiration without action of the 60-day Presidential review period. On May 18, 2007, Ford filed a Notice of Appeal with the United States Federal Circuit Court of Appeals. On August 23, 2007, the F-150 Respondents filed a Notice of Appeal with the United States Federal Court of Appeals. The appeals were consolidated, and the parties have submitted their respective briefs to the appellate court.

On May 2, 2008, Ford filed with the USITC another complaint under section 337 of the Tariff Act of 1930. The complaint alleges that LKQ Corporation, Keystone Automotive Industries, Inc., and six other entities (collectively, the “Mustang Respondents”) import and sell certain automotive parts relating to the 2005 Ford Mustang that infringe eight Ford design patents. On May 29, 2008, the USITC issued a Notice of Investigation based on Ford’s complaint. The USITC’s Notice of Investigation was published in the Federal Register on June 5, 2008. On June 23, 2008, the Mustang Respondents filed their Response to the Complaint and Notice of Investigation. In the Response, the Mustang Respondents denied, among other things, that any of the Ford design patents is valid and/or enforceable and, accordingly, denied each and every allegation of infringement. The Mustang Respondents further asserted several affirmative defenses. The parties are conducting discovery. The USITC has set September 7, 2009 as the target date for completion of the investigation.

We will continue to vigorously defend the December 2005 action and the May 2008 action. At the time the exclusion order was issued in the December 2005 action, the parts that were subject to the order comprised only a minimal amount of our sales. Similarly, the parts that relate to the May 2008 action comprise only a minimal amount of our sales. However, as such parts become incorporated into more vehicles over time, it is likely that the amount of our sales of such parts will increase or would have increased substantially. If the design patents in question are ultimately upheld as valid and infringed, it is not anticipated that the loss of sales of these parts over time will be materially adverse to our financial position, results of operations or cash flows. However, depending upon the nature and extent of any adverse ruling, auto manufacturers may attempt to assert similar allegations based upon design patents on a significant number of parts for several of their models, which over time could have a material adverse impact on the entire aftermarket parts industry.

We also have certain other contingent liabilities 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 believe that the probable resolution of such contingencies will not materially affect our financial position, results of operations or cash flows.


	Balance as of March 31,		Fair Value Measurements as of March 31, 2009
	2009		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	65,447	$	65,447	$	—	$	—
Cash surrender value of life insurance		4,763		—		4,763		—


Total Assets	$	70,210	$	65,447	$	4,763	$	—


Liabilities:
Deferred compensation liabilities	$	4,879	$	—	$	4,879	$	—
Interest rate swaps		14,675		—		14,675		—


Total Liabilities	$	19,554	$	—	$	19,554	$	—

Note 8. Commitments and Contingencies

We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment. The future minimum lease commitments under these leases at March 31, 2009 are as follows (in thousands):


Nine months ended December 31, 2009	$	37,087
Years ended December 31:
2010		42,602
2011		34,669
2012		27,940
2013		22,883
2014		16,051
Thereafter		37,144


	$	218,376

Litigation and Related Contingencies

On April 1, 2009, we entered into a settlement agreement with Ford Motor Company and Ford Global Technologies, LLC that ended the two pending legal actions that were initiated by Ford with the United States International Trade Commission. The first action was filed in December 2005 alleging that certain aftermarket parts imported into the United States infringed on 14 design patents that Ford alleged cover eight parts on the 2004-2005 Ford F-150 truck. The second action was filed in May 2008 alleging design patent infringement on certain automotive parts relating to the 2005 Ford Mustang automobile.

Pursuant to the settlement, we (and our designees) became the sole distributor in the United States of aftermarket automotive parts that correspond to Ford collision parts that are covered by a United States design patent. We will pay Ford for these rights, including a royalty for each such part we sell. The term of this arrangement extends through September 30, 2011.

Note 7. 9. Earnings Per Share

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2008

2007

2008

2007

Net income

$
25,068

$
14,559

$
86,935

$
44,369

Denominator for basic earnings per share-Weighted-average shares outstanding

136,585

109,326

135,481

107,678

Effect of dilutive securities:

Stock options

4,587

5,785

4,868

5,559

Restricted stock

18

—

109

—

Denominator for diluted earnings per share-Adjusted weighted-average shares outstanding

141,190

115,111

140,458

113,237

Earnings per share, basic

$
0.18

$
0.13

$
0.64

$
0.41

Earnings per share, diluted

$
0.18

$
0.13

$
0.62

$
0.39


	Three Months Ended March 31,
	2009		2008
Net income	$	32,304	$	30,878


Denominator for basic earnings per share-Weighted-average shares outstanding		139,793		134,558
Effect of dilutive securities:
Stock options		2,991		5,031
Restricted stock		5		93

Denominator for diluted earnings per share-Adjusted weighted-average shares outstanding		142,789		139,682


Earnings per share, basic	$	0.23	$	0.23


Earnings per share, diluted	$	0.23	$	0.22

The following chart sets forth the number of employee stock options outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2008

2007

2008

2007

Antidilutive securities:

Stock options

1,460

31

1,460

894

~~Note 8. Business Combinations~~

During the nine month period ended September 30, 2008, we acquired a 100% interest in each of four businesses (three in the recycled OEM parts business and one wheel polishing business) including on August 25, 2008, PYP, an auto recycler with nine recycling locations in California, and on March 4, 2008, Texas Best Diesel, L.P., a recycled OEM heavy truck parts business. The acquisitions enabled us to expand our presence in an existing market and also become a provider of recycled OEM heavy truck parts. The aggregate consideration for these businesses totaled approximately $41.6 million in cash, net of cash acquired, and $60.0 million in stock issued. The cash consideration for PYP included a $3.3 million contingent payment to the former owners based on a share price guarantee for shares sold in the market during the month following the acquisition date. The guarantee period was closed as of September 30, 2008, and we do not anticipate any further payments to the former owners of PYP. As the payment was based on a contingency involving share prices, the $3.3 million has not been included in the cost of the acquired entity for purchase accounting but instead reduced additional paid-in capital. We expect to receive a refund of a portion of the purchase price during the fourth quarter resulting from a working capital adjustment.

During the nine month period ended September 30, 2007, we acquired a 100% interest in each of eight businesses (five in the recycled OEM products business, two in the aftermarket products business and one that refurbishes and distributes head lamps and tail lamps) for an aggregate of $52.2 million in cash and $1.4 million in notes issued. The acquisitions enabled us to expand our presence in existing markets, serve new market areas and become a provider of refurbished head lamps and tail lamps.

On October 12, 2007, we completed our acquisition of 100% of the outstanding common stock of Keystone. The acquisition of Keystone enabled us to become the largest nationwide provider of aftermarket collision replacement products and refurbished bumper covers and wheels. During the nine months ended September 30, 2007, we incurred $1.5 million in direct costs associated with the acquisition. In September 2008, we received a refund of approximately $1.3 million of the purchase price for an overpayment on Keystone shares at the acquisition date.

The acquisitions are being accounted for under the purchase method of accounting and are included in our financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair market values at the dates of acquisition. In connection with acquisitions made subsequent to September 30, 2007, the purchase price allocations are preliminary as we are in the process of determining the following: 1) whether any operations acquired will be closed or combined with existing operations; 2) valuation amounts for certain of the inventories and fixed assets acquired and the fair value of liabilities assumed; and 3) the final estimation of the tax basis of the entities acquired. During the nine months ended September 30, 2008, we made adjustments to the preliminary purchase price allocations to finalize the inventory and fixed asset valuations, reserve balances and the estimated tax basis for certain of the businesses acquired in 2007. These adjustments increased goodwill related to these 2007 acquisitions by approximately $10.3 million.

The purchase price allocations for acquisitions completed and adjustments made to preliminary purchase price allocations during the nine months ended September 30, 2008 and 2007 are as follows (in thousands):

2008

2007

Receivables, net

$
5,645

$
3,062

Inventory

5,912

9,546

Prepaid expenses and other assets

493

314

Property and equipment

6,797

8,927

Goodwill

85,978

34,922

Current liabilities assumed

(7,548
)
(2,776
)
Deferred taxes

1,195

—

Purchase price payable in subsequent period

—

(190
)
Notes issued

(25
)
(1,449
)
Stock issued (See Note 3)

(60,041
)
—

Long-term obligations assumed

(1,423
)
(118
)
Payment of prior year purchase price payable

—

1,956

Cash used in acquisitions, net of cash acquired

$
36,983

$
54,194

We recorded goodwill of $86.0 million during the nine month period ended September 30, 2008, of which $75.7 million is expected to be deductible for income tax purposes. Of the $34.9 million of goodwill recorded during the nine month period ended September 30, 2007, $12.9 million is expected to be deductible for income tax purposes.

The following pro forma summary presents the effect of the businesses acquired during 2008 and 2007 as though the businesses had been acquired as of January 1, 2007 and is based upon unaudited financial information of the acquired entities (in thousands, except per share data):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2008

2007

2008

2007

Revenue as reported

$
490,701

$
243,495

$
1,467,001

$
712,091

Revenue of purchased businesses for the period prior to acquisition:

Keystone, net of eliminations

—

174,212

—

553,271

Other acquisitions

25,316

36,026

105,527

121,760

Pro forma revenue

$
516,017

$
453,733

$
1,572,528

$
1,387,122

Net income as reported

$
25,068

$
14,559

$
86,935

$
44,369

Net income of purchased businesses for the period prior to acquisition, including adjustments for interest and amortization:

Keystone

—

(2,869
)
665

(118
)
Other acquisitions

2,235

753

9,434

3,370

Pro forma net income

$
27,303

$
12,443

$
97,034

$
47,621

Earnings per share-basic, as reported

$
0.18

$
0.13

$
0.64

$
0.41

Effect of purchased businesses for the period prior to acquisition:

Keystone

—

(0.03
)
—

—

Other acquisitions

0.02

0.01

0.07

0.02

Pro forma earnings per share-basic

$
0.20

$
0.11

$
0.71

$
0.43

Earnings per share-diluted, as reported

$
0.18

$
0.13

$
0.62

$
0.39

Effect of purchased businesses for the period prior to acquisition:

Keystone

—

(0.03
)
—

—

Other acquisitions

0.01

0.01

0.06

0.02

Pro forma earnings per share-diluted

$
0.19

$
0.11

$
0.68

$
0.41

Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. Revenue between LKQ and Keystone has been eliminated. The unaudited pro forma supplemental information also includes purchase accounting adjustments (including a $2.9 million increase in Keystone’s reported cost of goods sold during the nine months ended September 30, 2007, resulting from a write-up of Keystone inventory to fair value), adjustments to depreciation on acquired property and equipment, amortization expense associated with the Keystone tradename, adjustments to interest expense, and the related tax effects. These pro forma results are not necessarily indicative either of what would have occurred if the acquisitions had been in effect for the period presented or of future results.


	Three Months Ended March 31,
	2009	2008
Antidilutive securities:
Stock options	3,183	1,486
Restricted stock	152	—

Note 10. Business Combinations

During the three month period ended March 31, 2009, we acquired a 100% interest in each of three businesses (two in the recycled OEM parts business and one in the recycled OEM heavy truck parts business) (the “Q1 Acquisitions”). The acquisitions enabled us to increase our geographic presence and expand our network of recycled OEM heavy truck parts. The aggregate consideration for the Q1 Acquisitions totaled approximately $15.6 million in cash, net of cash acquired.

On August 25, 2008, we acquired a 100% equity interest in PYP, an operator of multiple self-service facilities in the state of California. The consideration for PYP was comprised of $42.0 million in stock issued (2.1 million shares) and $34.0 million in net cash payments. The final purchase price remains subject to change based on resolution of a working capital adjustment.

Also in 2008, we acquired a 100% interest in each of seven businesses (six in the recycled OEM parts business, including three providing recycled OEM heavy truck parts, and one wheel polishing business). The acquisitions enabled us to expand our presence in existing markets, increase our coverage of the Canadian market and become a provider of recycled OEM heavy truck parts. The aggregate consideration for these seven businesses totaled approximately $36.5 million in cash, net of cash acquired, $18.0 million in stock issued (0.8 million shares) and $1.6 million of debt issued. Of the 2008 acquisitions, we completed two of the business combinations in the three month period ended March 31, 2008 for aggregate consideration of approximately $4.2 million in cash and $18.0 million in stock issued.

The acquisitions are being accounted for under the purchase method of accounting and are included in our financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair market values at the dates of acquisition. During the three months ended March 31, 2009, we made adjustments to the preliminary purchase price allocations primarily to finalize the inventory valuations for certain of the businesses acquired in 2008. These adjustments increased goodwill related to these 2008 acquisitions by approximately $0.2 million. Several of our 2008 acquisitions remain in the measurement period, and we may be required to adjust inventory, identifiable intangible assets and insurance reserves pending completion of final valuations. Additionally, we may adjust the purchase prices for certain of our 2008 acquisitions based on working capital adjustments. We do not anticipate any material adjustments to the purchase price allocations for the Q1 Acquisitions in future periods.

The purchase price allocations for the Q1 Acquisitions and adjustments made in the three months ended March 31, 2009 to preliminary purchase price allocations for prior year acquisitions are as follows (in thousands):

   Q1 Acquisitions Adjustments to
2008 acquisitions
Receivables
   $ 889 $ (31 )
Receivable reserves
   (74 ) (15 )
Inventory
   2,930 (208 )
Prepaid expenses and other assets
   9 —
Property and equipment
   1,929 55
Goodwill
   11,680 234
Intangible assets
   50 —
Current liabilities assumed
   (842 ) (82 )
Deferred taxes
   (238 ) —
Notes issued
   (729 ) —
Payment of prior years purchase price payable
   —   199

Cash used in acquisitions, net of cash acquired
   $ 15,604 $ 152

We recorded goodwill of $11.7 million for the Q1 Acquisitions, of which $7.4 million is expected to be deductible for income tax purposes. The entire $0.2 million of goodwill adjustments recorded for prior year acquisitions during the three month period ended March 31, 2009 is expected to be deductible for income tax purposes.
The primary reason for our acquisition of PYP in 2008 and the other acquisitions made in 2009 and 2008 was to enable us to expand our market presence, expand our product offerings and enter new markets. All or substantially all of the employees of these businesses became our employees following acquisition. We expect to reduce costs in the acquired businesses through economies of scale. All of these factors contributed to purchase prices that included a significant amount of goodwill.
In the period between the acquisition dates and March 31, 2009, the Q1 Acquisitions generated $2.6 million of revenue and $0.2 million of operating income.
15
The following pro forma summary presents the effect of the businesses acquired during 2009 and 2008 as though the businesses had been acquired as of January 1, 2008, and is based upon unaudited financial information of the acquired entities (in thousands, except per share data):
   Three Months Ended
March 31,
   2009    2008
Revenue as reported
   $ 517,989    $ 491,908
Revenue of purchased businesses for the period prior to acquisition:

PYP
   —      33,577
Other acquisitions
   1,044    14,801

Pro forma revenue
   $ 519,033    $ 540,286

Net income as reported
   $ 32,304    $ 30,878
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments:

PYP
   —      1,783
Other acquisitions
   59    1,576

Pro forma net income
   $ 32,363    $ 34,237

Earnings per share-basic, as reported
   $ 0.23    $ 0.23
Effect of purchased businesses for the period prior to acquisition:

PYP
   —      0.01
Other acquisitions
   —      0.01

Pro forma earnings per share-basic
   $ 0.23    $ 0.25

Earnings per share-diluted, as reported
   $ 0.23    $ 0.22
Effect of purchased businesses for the period prior to acquisition:

PYP
   —      0.01
Other acquisitions
   —      0.01

Pro forma earnings per share-diluted
   $ 0.23    $ 0.24

Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma supplemental information also includes purchase accounting adjustments, adjustments to depreciation on acquired property and equipment, adjustments to interest expense, and the related tax effects. These pro forma results are not necessarily indicative either of what would have occurred if the acquisitions had been in effect for the period presented or of future results.
16

Note 9.11. Restructuring and Integration Costs

We have undertaken certain restructuring activities in connection with our ~~October 2007~~ acquisition of ~~Keystone.~~Keystone Automotive Industries, Inc. (“Keystone”) in the fourth quarter of 2007. The restructuring ~~activities primarily include reductions in staffing levels resulting from~~plan included the elimination of ~~duplicative functions and staffing~~duplicate headcount at Keystone’s corporate headquarters in Nashville, Tennessee shortly after the closing of the acquisition and the ~~closure~~incorporation of ~~excess~~our existing aftermarket operations into the Keystone business. We performed an analysis of the overlapping facilities ~~resulting from overlap~~and delivery routes to identify the facilities and routes that could be combined or closed to eliminate duplication with existing LKQ facilities. ToDrivers and some facility personnel have been or will be terminated or relocated as a result of the ~~extent these~~combination of routes and locations. Certain facilities were closed and the inventory was moved to the combined facility. Additionally, Keystone’s accounting system is centralized and located in California, while the LKQ aftermarket accounting function is centralized in Ohio. We are in the process of combining the accounting function for all aftermarket operations at the Keystone accounting center in California. The restructuring activities ~~are associated with~~include the migration of the systems utilized by the LKQ aftermarket facilities to the Keystone system. We currently anticipate the combination of operations ~~they are being accounted for in~~and migration of systems will be substantially completed during the second quarter of 2009.

In accordance with EITF Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business ~~Combination.~~Combination,” we finalized our restructuring plans no later than one year from the date of our acquisition of Keystone. If there are settlements of obligations for less than the expected amount, any excess reserves will be reversed with a corresponding decrease in goodwill. Any additional reserves required in the future will be recorded through charges to restructuring expense.

Restructuring activities associated with our existing operations are being accounted for in accordance with SFAS No. 146, “Accounting for Costs Associated With Exit or Disposal ~~Activities.”~~

Activities” and are accordingly being charged to expense.

In connection with the Keystone restructuring activities, ~~as part of the cost of the acquisition,~~ we established reserves as detailed below. Upon finalization of restructuring plans or settlement of obligations for less than the expected amount, any excess reserves will be reversed with a corresponding decrease in goodwill. Any additional reserves required after the close of the purchase accounting period will be recorded through charges to restructuring expense. Accrued acquisition expenses are included in other accrued expenses in the accompanying Unaudited Consolidated Condensed Balance Sheets.

The changes in accrued acquisition expenses directly related to the Keystone acquisition from the acquisition date to December 31, 2008 and during ~~2007 and~~ the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 are as follows (in thousands):

Severance
Related
Costs

Excess
Facility
Costs

Other

Total

Reserves established

$
11,233

$
2,823

$
488

$
14,544

Payments

(1,727
)
(85
)
(488
)
(2,300
)

Balance at December 31, 2007

9,506

2,738

—

12,244

Reserves adjusted

(800
)
(700
)
—

(1,500
)
Payments

(7,524
)
(462
)
—

(7,986
)

Balance at September 30, 2008

$
1,182

$
1,576

$
—

$
2,758


	Severance Related Costs			Excess Facility Costs			Other			Total
Reserves established	$	10,433		$	1,816		$	488		$	12,737
Payments		(10,159	)		(912	)		(488	)		(11,559	)


Balance at December 31, 2008	$	274		$	904		$	—		$	1,178


Payments		(68	)		(170	)		—			(238	)


Balance at March 31, 2009	$	206		$	734		$	—		$	940

Severance related costs are expected to be paid ~~through~~in 2009. The excess facility costs are expected to be paid over the remaining terms of the leases through 2013.

Restructuring and integration costs associated with our operations ~~of $2.4~~totaled approximately $0.8 million and ~~$6.7~~$1.2 million for the three months ended March 31, 2009 and 2008, respectively, and are included in Restructuring expenses on the accompanying Unaudited Consolidated Condensed Statements of ~~Income for~~Income. For the three ~~and nine~~ months ended ~~September 30, 2008, respectively. These~~March 31, 2009, these charges include ~~costs~~$0.3 million to move inventory between facilities ~~migrate systems,~~ and ~~standardize processes~~$0.5 million of other costs, including severance and ~~procedures totaling $1.8 million and $4.7 million for~~related benefits. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2008, ~~respectively. We also recognized~~these charges included severance costs and costs associated with the closure of existing facilities ~~due to overlap~~that overlapped with acquired Keystone ~~locations of $0.6 million~~facilities, as well as costs to migrate systems, train employees and ~~$2.0 million for the three~~standardize processes and ~~nine months ended September 30, 2008, respectively.~~procedures.

We have established a reserve for the costs related to the closure of existing ~~facilities.~~facilities and other costs, including severance and related benefits. The other restructuring charges are generally expensed and paid in the same reporting period. The changes in accrued restructuring expenses from plan inception to December 31, 2008 and for the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 are as follows (in thousands):

Excess Facility Costs

Balance at December 31, 2007

$
—

Reserves established

2,047

Payments

(599
)

Balance at September 30, 2008

$
1,448


	Excess Facility Costs			Facility Relocation and Closure Costs			Severance Related Costs and Other			Total
Reserves established	$	2,240		$	4,039		$	2,310		$	8,589
Payments		(997	)		(4,039	)		(2,298	)		(7,334	)


Balance at December 31, 2008	$	1,243		$	—		$	12		$	1,255


Reserves established		—			292			511			803
Payments		(225	)		(292	)		(86	)		(603	)


Balance at March 31, 2009	$	1,018		$	—		$	437		$	1,455

The excess facility costs are expected to be paid over the remaining terms of the leases through 2016. The other costs, including severance and related benefits, are expected to be paid through 2010.

Note ~~10. Fair Value Measurements~~

We use the market approach to value our financial assets and liabilities, and there were no changes in valuation techniques during the nine months ended September 30, 2008. The following table presents information about our financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2008 (in thousands):

Balance as
of September 30,

Fair Value Measurements as of September 30, 2008

2008

Level 1

Level 2

Level 3

Assets:

Cash equivalents

$
68,492

$
68,492

$
—

$
—

Interest rate swaps

7,771

—

7,771

—

Cash surrender value of life insurance

4,665

—

4,665

—

Total Assets

$
80,928

$
68,492

$
12,436

$
—

Liabilities:

Deferred compensation liabilities

$
4,137

$
—

$
4,137

$
—

Total Liabilities

$
4,137

$
—

$
4,137

$
—

~~Note 11.~~12. Income Taxes

We calculate our interim income tax provision in accordance with Accounting Principles Board Opinion No. 28, “Interim Financial Reporting” and FASB Interpretation No. 18, “Accounting for Income Taxes in Interim Periods.” 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, 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 ~~nine~~three months ended ~~September 30,~~March 31, 2009 and 2008 was ~~39.5% compared with 40.5%~~40.0% for ~~the comparable prior year period.~~both periods.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

Overview

We provide replacement systems, components, and parts needed to repair vehicles (cars and trucks). Buyers of vehicle replacement products have the option to purchase from primarily four sources: new products produced by original equipment manufacturers (“OEMs”), which are commonly known as OEM products; new products produced by companies other than the OEMs, which are sometimes referred to as “aftermarket” products; recycled products originally produced by OEMs, which we refer to as recycled OEM products; and ~~OEM~~used products that have been refurbished. We participate in the ~~markets~~market for recycled OEM products as well as the market for collision repair aftermarket products. We obtain aftermarket products and salvage vehicles from a variety of sources, and we dismantle the salvage vehicles to obtain a comprehensive range of vehicle products that we distribute into the vehicle repair market. We also refurbish and sell bumpers, wheels, head lamps and tail lamps.

We are the largest nationwide provider of recycled OEM products and related services, with sales, processing, and distribution facilities that reach most major markets in the United States. In October 2007, we acquired Keystone Automotive Industries, Inc., the nation’s leading distributor of aftermarket collision parts. As a result, we are the largest nationwide provider of aftermarket collision replacement products, and refurbished bumper covers and wheels. We believe there are opportunities for growth in both product lines through acquisitions and internal development.

Our revenue, cost of goods sold, and operating results have fluctuated on a quarterly and annual basis in the past and can be expected to continue to fluctuate in the future as a result of a number of factors, some of which are beyond our control. Please refer to the Forward-Looking Statements presented below and the risk factors enumerated in Item 1A in our ~~2007~~2008 Annual Report on Form 10-K filed with the SEC on February ~~29, 2008, and the updates to Item 1A included in Part II of our Quarterly Reports on Form 10-Q filed subsequently.~~27, 2009. Due to these ~~risk~~ factors, our operating results in future periods can be expected to fluctuate. Accordingly, our historical results of operations may not be indicative of future performance.

Acquisitions

Since our inception in 1998 we have pursued a growth strategy of both organic growth and acquisitions. We have pursued acquisitions that we believe will help drive profitability, cash flow and stockholder value. Our principal focus for acquisitions is companies that will expand our geographic presence and our ability to provide a wider choice of alternative vehicle replacement products and services to our customers.

In the first ~~nine~~three months of 2009, we acquired three businesses (two in the recycled OEM parts business and one in the recycled OEM heavy truck parts business). The acquisitions enabled us to increase our geographic presence and expand our network of recycled OEM heavy truck parts.

In August 2008, we acquired ~~four~~Pick-Your-Part Auto Wrecking (“PYP”), an operator of multiple self-service facilities in the state of California. During 2008, we also acquired seven other businesses (three in the recycled OEM parts business, three in the recycled OEM heavy truck parts business and one wheel polishing business). ~~In October 2008, we acquired~~These acquisitions included two ~~additional recycled OEM heavy truck parts businesses.~~businesses in Canada. The 2008 ~~business~~ acquisitions enabled us to expand our presence in an existing markets, increase our coverage of the Canadian market and become a provider of recycled OEM heavy truck parts.

Sources of Revenue

~~Since 2005,~~We generate the majority of our revenue from the sale of vehicle replacement products and related services. In 2008, sales of vehicle replacement products represented approximately 86% of our consolidated sales. We divide our vehicle replacement products into two categories: (i) recycled products and related products and services and ~~since February 2008, heavy truck parts, has ranged between 81%~~(ii) aftermarket, other new and ~~89%~~refurbished products. Recycled products, which includes our salvage and self-service operations, was our largest sales category in prior years. With the acquisition of Keystone, the percentage of our ~~total~~ revenue derived from the sales of ~~which between 5%~~aftermarket, other new and ~~13% of our total revenue has come from our self-service facilities.~~ refurbished products now exceeds the recycled products category.

We sell the majority of our vehicle replacement products to collision repair shops and mechanical repair shops. Our vehicle replacement products include engines, transmissions, front-ends, doors, trunk lids, bumpers, hoods, fenders, grilles, valances, wheels, head lamps, and tail lamps. WeFor an additional fee, we sell extended warranty contracts for certain mechanical products. These contracts cover the cost of parts and labor and are sold for periods of six months, one year, or two years. We defer the revenue from such contracts and recognize it ratably over the term of the contracts. ~~We also sell damaged vehicles to vehicle repairers.~~ The demand for our products and services is influenced by several factors, including the number of vehicles in operation, the number of miles being driven, the frequency and severity of vehicle accidents, availability and pricing of new parts, seasonal weather patterns, and local weather conditions. Additionally, automobile

insurers exert significant influence over collision repair shops as to how an insured vehicle is repaired and the cost level of the products used in the repair process. Accordingly, we consider automobile insurers to be key demand drivers of our products. While they are not our direct customers, we do provide insurance ~~companies~~carriers services in an effort to promote the increased usage of alternative replacement products in the repair process. Such services include the review of vehicle repair order estimates, as well as direct quotation services to their adjusters. We neither charge a fee to the insurance carriers for these services nor adjust our pricing of parts for our customers when we perform these services for insurance carriers. There is no standard price for recycled OEM products, but rather a pricing structure that varies from day to day based upon such factors as product availability, quality, demand, new OEM replacement product prices, the age of the vehicle being repaired, and competitor pricing. The pricing for aftermarket and refurbished products is determined based on a number of factors, including availability, quality, demand, new OEM replacement product prices, and competitor pricing.

~~Since 2005,~~In 2008, revenue from other sources represented approximately ~~11% to 19%~~14% of our ~~revenue has been obtained from~~consolidated sales. These other ~~sources. These~~sources include bulk sales to mechanical remanufacturers, scrap sales, and sales of aluminum ingots and sows. We derive scrap metal from several sources, including OEM’s and other companies that contract with us to dismantle and scrap certain vehicles (which we refer to as “crush only” vehicles) and from vehicles that have been used in both our wholesale and self service recycling operations. Our revenue from other sources has increased since ~~2004 primarily~~2006 in dollar terms but has declined as a percentage of total sales. Revenue from other sources has grown in recent years due to ~~our obtaining an aluminum smelter through a business acquisition in 2006,~~ higher

scrap sales from our recycle and wheel operations, including crush only vehicles, and higher bulk sales of certain ~~products. Subsequent~~products to September 30, 2008, scrap metal prices have fallen significantly, which will have a negative effect on our revenue (Item 3 of this Quarterly Report on Form 10-Q provides further description of this price risk).

mechanical remanufacturers.

When we obtain mechanical products from dismantled vehicles and determine they are damaged, or when we have a surplus of a certain mechanical product type, we sell them in bulk to mechanical remanufacturers. The majority of these products are sorted by product type and model type. Examples of such products are engine blocks and heads, transmissions, starters, alternators, and air conditioner compressors. After we have recovered all the products we intend to resell, the remaining materials are crushed and sold to scrap processors.

Cost of Goods Sold

Our cost of goods sold for recycled OEM products includes the price we pay for the salvage vehicle and, where applicable, auction, storage, and towing fees. We are facing increasing competition in the purchase of salvage vehicles from shredders and scrap recyclers, internet-based buyers, and others. Our cost of goods sold also includes labor and other costs we incur to acquire and dismantle such vehicles. Since 2006, our labor and labor-related costs related to acquisition and dismantling have accounted for approximately 7% of our cost of goods sold for vehicles we dismantle. The acquisition and dismantling of salvage vehicles is a manual process and, as a result, energy costs are not material.

Our cost of goods sold for aftermarket products includes the price we pay for the parts, freight, and other inventoried costs such as processing costs incurred in our warehouse locations, allocated overhead and import fees and duties, where applicable. Our aftermarket products are acquired from a number of vendors. Our cost of goods sold for refurbished wheels, bumpers and lights includes the price we pay for inventory, freight, and costs to refurbish the parts, including direct and indirect labor, rent, depreciation and other overhead ~~costs~~ related to refurbishing operations.

In the event we do not have a recycled OEM product or suitable aftermarket product in our inventory to fill a customer order, we attempt to purchase the part from a competitor. We refer to these parts as brokered products. Since ~~2005,~~2006, the revenue from brokered products that we sell to our customers has ranged from 2% to 6%5% of our total revenue. The gross margin on brokered product sales as a percentage of revenue is generally less than half of what we achieve from sales of our own inventory because we must pay higher prices for these products.

Some of our mechanical products are sold with a standard six-month warranty against defects. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity and related expenses. We also sell separately priced extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

Expenses

Our facility and warehouse expenses primarily include our costs to operate our distribution, self-service, and warehouse facilities. These costs include labor for ~~both~~ plant management and facility and warehouse personnel, stock-based compensation, facility rent, property and liability insurance, utilities, and other occupancy costs. The costs included in facility and warehouse expenses do not relate to inventory processing or conversion activities and, as such, are classified below the gross margin line on our consolidated statements of income.

Our distribution expenses primarily include our costs to deliver our products to our customers. Included in our distribution expense category are labor costs for drivers, local delivery and transfer truck rentals and subcontractor costs, vehicle repairs and maintenance, insurance, and fuel.

Our selling and marketing expenses primarily include our advertising, promotion, and marketing costs; salary and commission expenses for sales personnel; sales training; telephone and other communication expenses; and bad debt expense. Since ~~2005,~~2006, personnel costs have accounted for approximately ~~77% to~~ 80% of our selling and marketing expenses. Most of our ~~recycled OEM~~ product sales personnel are paid on a commission basis. The number and quality of our sales force is critical to our ability to respond to our customers’ needs and increase our sales volume. Our objective is to continually evaluate our sales force, develop and implement training programs, and utilize appropriate measurements to assess our selling effectiveness.

Our general and administrative expenses include primarily the costs of our corporate and regional offices that provide corporate and field management, treasury, accounting, legal, payroll, business development, human resources, and information systems functions. These costs include wages and benefits for corporate, regional and administrative personnel, stock-based compensation, long term incentive compensation, accounting, legal and other professional fees, office supplies, telephone and other communication costs, insurance and rent.

Seasonality

Our operating results are subject to quarterly variations based on a variety of factors, influenced primarily by seasonal changes in weather patterns. During the winter months we tend to have higher demand for our products because there are more weather related accidents. In addition, the cost of salvage vehicles tends to be lower as more weather related accidents occur generating a larger supply of total loss vehicles.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the ~~U.S.~~United States (“GAAP”). The

preparation of these financial statements requires us to make estimates, assumptions, and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, assumptions, and judgments, including those related to revenue recognition, inventory valuation, allowance for doubtful accounts, business combinations, goodwill ~~impairments,~~impairment, self-insurance programs, contingencies, ~~stock-based compensation, and~~ accounting for income ~~taxes.~~taxes, and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for our judgments about the carrying values of assets and liabilities and our recognition of revenue. Actual results may differ from these estimates.

Revenue Recognition

We recognize and report revenue from the sale of vehicle replacement products when they are shipped and title has transferred, subject to a reserve for returns, discounts, and allowances that management estimates based upon historical information. A replacement product would ordinarily be returned within a few days of shipment. Our customers may earn discounts based upon sales volumes or sales volumes coupled with prompt payment. Allowances are normally given within a few days following product shipment. We analyze historical returns and allowances activity by comparing the items to the original invoice amounts and dates. We use this information to project future returns and allowances on products sold. If actual returns and allowances are higher than our historical experience, there would be an adverse impact on our operating results in the period of occurrence.

WeFor an additional fee, we also sell ~~separately priced~~ extended warranty contracts for certain mechanical products. Revenue from these contracts is deferred and recognized ratably over the term of the contracts.

Inventory Accounting

Salvage Inventory. Salvage inventory is recorded at the lower of cost or market. Our salvage inventory cost is established based upon the price we pay for a vehicle, and includes buying; dismantling; and, where applicable, auction, storage, and towing fees. Inventory carrying value is determined using the average cost to sales percentage at each of our facilities and applying that percentage to the facility’s inventory at expected selling prices. The average cost to sales percentage is derived from each facility’s historical vehicle profitability for salvage vehicles purchased at auction or from contracted rates for salvage vehicles acquired under direct procurement arrangements.

Aftermarket and Refurbished Product Inventory. Aftermarket and refurbished product inventory is recorded at the lower of cost or market. Our aftermarket inventory cost is based on the average price we pay for parts, and includes expenses incurred for freight and buying, where applicable. For items purchased from foreign sources, import fees and duties and transportation insurance are also included. Our refurbished product inventory cost is based on the average price we pay for wheel, bumper and ~~bumper~~lamp cores, and includes expenses incurred for freight, buying and refurbishing overhead.

For all inventory, our carrying value is reduced regularly to reflect the age and current anticipated demand for our products. If actual demand differs from our estimates, additional reductions to our inventory carrying value would be necessary in the period such determination is made.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. The allowance for doubtful accounts is based on our assessment of the ~~collectibility~~collectability of specific customer accounts, the aging of the accounts receivable, and our historical experience. Our allowance for doubtful accounts at ~~September 30, 2008~~March 31, 2009 was approximately ~~$5.5~~$5.8 million, which represents ~~3.9%~~3.8% of gross receivables. If actual defaults are higher than our historical experience, our allowance for doubtful accounts may be insufficient to cover the uncollectible receivables, which would have an adverse impact on our operating results in the period of occurrence. A 10% change in the ~~2007~~2008 annual write-off rate would result in a change in the estimated allowance for doubtful accounts of approximately ~~$0.2~~$0.6 million. For our vehicle replacement parts operations, our exposure to uncollectible accounts receivable is generally limited because the majority of our sales are to a large number of small customers that are geographically dispersed. We also have certain customers in our vehicle replacement parts operations that pay for products at the time of delivery. The aluminum smelter and our mechanical core operation sell in larger quantities to a small number of distributors, foundry customers and remanufacturers. As a result, our exposure to uncollectible accounts receivable is greater in these operations. We control credit risk through credit approvals, credit limits, and monitoring policies.

Business Combinations

For acquisitions completed prior to January 1, 2009, we have applied the guidance in Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”) for performing purchase price allocations. Effective on January 1, 2009, we adopted Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). The acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The purchase price allocation is subject to change during the twelve month period subsequent to the acquisition date, with the adjustments reflected prospectively for acquisitions under SFAS 141 and retrospectively for those under SFAS 141R. We utilize management estimates and an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require us to make significant assumptions, including projections of future events and operating performance.

Goodwill Impairment

We record goodwill as a result of our acquisitions. ~~SFAS~~Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), requires us to ~~analyze~~test our goodwill for impairment at least annually. The determination of the value of goodwill requires us to make estimates and assumptions that affect our consolidated financial statements. In assessing the recoverability of our goodwill, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets. ~~We perform goodwill impairment tests annually in the fourth quarter and between annual tests whenever events may indicate that an impairment exists.~~ In response to changes in industry and market conditions, we may be required to strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of goodwill. We perform goodwill impairment tests annually in the fourth quarter and between annual tests whenever events may indicate that an impairment exists. During the first quarter of 2009, we have not identified any events or changes in circumstances that would more likely than not reduce the fair value of our reporting units below their carrying amounts. Therefore, we have not updated our 2008 impairment tests.

Our vehicle replacement products operations are organized into 11 operating segments, comprised of nine geographic regions for our wholesale recycled OEM products and aftermarket products operations and separate operating segments for our self-service retail OEM products and our recycled heavy duty truck parts operations. We utilize these 11 operating segments as reporting units, without aggregation, for purposes of goodwill impairment testing.

Our goodwill would be considered impaired if the net book value of a reporting unit exceeded its estimated fair value. The fair value estimates are ~~primarily~~ established using an equal weighting of the results of a discounted cash flow methodology ~~supported by~~and a comparative market multiples ~~where appropriate.~~approach. We believe that using two methods to determine fair value limits the chances of an unrepresentative

valuation. As of ~~September 30, 2008,~~March 31, 2009, we had ~~$910.2~~$934.5 million in goodwill subject to future impairment tests. If we were

required to recognize goodwill impairments, ~~in future periods,~~ we would report those impairment losses as part of our operating results. We determined that no adjustments were necessary when we performed our annual impairment testing in the fourth quarter of ~~2007.~~2008. A 10% decrease in the fair value estimates ~~used~~of the reporting units in the fourth quarter of ~~2007~~2008 impairment test would ~~not~~ have changed this ~~determination.~~determination for one reporting unit. Our self-service reporting unit’s fair value exceeded its book value by 6%. In prior years, the fair value of the self-service reporting unit has exceeded the carrying value by larger amounts. However, a combination of factors, including the decline in scrap metal and other metal prices in the fourth quarter of 2008 and our acquisition of PYP self service yards shortly before this drop in prices, contributed to the narrowing gap between fair value and book value. We could be subject to an impairment in the self-service reporting unit in future periods if the market conditions worsen or the economic slowdown extends into 2010 or later.

Self-Insurance Programs

We self-insure a portion of employee medical benefits under the terms of our employee health insurance program. We purchase certain stop-loss insurance to limit our liability exposure. We also self-insure a portion of our property and casualty risk, which includes automobile liability, general liability, ~~and~~ workers’ compensation ~~claims. We have purchased both aggregate (in some cases)~~ and ~~specific (in all cases) stop-loss~~property under deductible insurance ~~coverage from third party insurers in order to limit our total liability exposure.~~programs. The ~~cost of the stop-loss~~ insurance ispremium costs are expensed over the contract periods.

We record an accrual for the claims expense related to our employee medical benefits, automobile liability, general liability, and workers’ compensation claims based upon the expected amount of all such claims. If actual claims are higher than what we anticipated, our accrual might be insufficient to cover our claims costs, which would have an adverse impact on our operating results in that period.

Contingencies

We are subject to the possibility of various loss contingencies arising in the ordinary course of business resulting from litigation, claims and other commitments, and from a variety of environmental and pollution control laws and regulations. We consider the likelihood of loss or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss, in determining loss contingencies. We accrue an estimated loss contingency when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We determine the amount of reserves, if any, with the assistance of our outside legal counsel. We regularly evaluate current information available to us to determine whether the accruals should be adjusted. If the amount of an actual loss were greater than the amount we have accrued, the excess loss would have an adverse impact on our operating results in the period that the loss occurred. If the loss contingency is subsequently determined to no longer be probable, the amount of loss contingency previously accrued would be included in our operating results in the period such determination was made.

Accounting for Income Taxes

All income tax amounts reflect the use of the liability method. Under this method, deferred tax assets and liabilities are determined based upon the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We operate in multiple tax jurisdictions with different tax rates, and we determine the allocation of income to each of these jurisdictions based upon various estimates and assumptions.

We record a provision for taxes based upon our effective income tax rate. We record a valuation allowance to reduce our deferred tax assets to the amount that we expect is more likely than not to be realized. We consider historical taxable income, expectations, and risks associated with our estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance. We had a valuation allowance of ~~$1.2~~$1.0 million and ~~$0.7~~$0.9 million at ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007,~~2008, respectively, against our deferred tax assets. Should we determine that it is more likely than not that we would be able to realize all of our deferred tax assets in the future, an adjustment to the net deferred tax asset would increase income in the period such determination was made. Conversely, should we determine that it is more likely than not that we would not be able to realize all of our deferred tax assets in the future, an adjustment to the net deferred tax assets would decrease income in the period such determination was made.

We account for uncertain tax positions in accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 establishes a threshold for the financial statement recognition and measurement of tax positions taken or expected to be taken in tax returns. Only those positions that meet the more-likely-than-not recognition threshold may be recognized in the financial statements. We recognize interest accrued relating to unrecognized tax benefits in our income tax expense. In the normal course of business we will undergo tax audits by various tax jurisdictions. Such audits often require an extended period of time to complete and may result in income tax adjustments if changes to the allocation are required between jurisdictions with different tax rates. ~~Under existing GAAP,~~Our operations involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits.

With the adoption of SFAS 141R on January 1, 2009, changes in accruals for uncertainties arising from the resolution of pre-acquisition contingencies and deferred income tax asset valuation allowances of acquired businesses after the measurement period will be recorded in earnings in the period the changes are ~~charged or credited to goodwill.~~determined. Adjustments to other tax accruals we make are generally recognized in the period they are determined. Under Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”), changes in accruals for uncertainties arising from the resolution of pre-acquisition contingencies and income taxes of acquired businesses will be recorded in earnings in the period the changes are determined after the effective date of SFAS 141R. See “Recent Accounting Pronouncements” for further discussion of SFAS 141R.

Stock-Based Compensation

We measure compensation cost for all share-based payments (including employee stock options) at fair value and recognize compensation expense for all awards on a straight-line basis over the requisite service period of the award in accordance with SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”).

Several key factors and assumptions affect the valuation models currently utilized for valuing our stock option awards under SFAS 123R. We have been in existence since early 1998 and have been a public company since October 2003. As a result, we do not have the historical data necessary to consider using a lattice valuation model at this time. We have therefore elected to use the Black-Scholes valuation model. In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB 110”) to amend the SEC’s views discussed in SAB 107 regarding the use of the simplified method in developing an estimate of expected life of share options in accordance with SFAS No. 123R. We will continue to use the simplified method until we have the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB 107, as amended by SAB 110. Key assumptions used in determining the fair value of stock options granted in ~~2008~~2009 were: expected term of ~~6.4~~6.3 years; risk-free interest rate of ~~3.27%~~1.83%; dividend yield of 0%; forfeiture rate of 6.7%; and volatility of ~~39.3%~~44.6%.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements” in Note 2 to the unaudited consolidated condensed financial statements in Part I, Item 1 for information related to new accounting standards.

In December 2007, the SEC issued SAB 110 to amend the SEC’s views discussed in SAB 107 regarding the use of the simplified method in developing an estimate of expected life of share options in accordance with SFAS No. 123R. We will continue to use the simplified method until we have the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB 107, as amended by SAB 110.24

In December 2007, the FASB issued SFAS No. 141R, which requires companies to, among other things, recognize the assets acquired, liabilities assumed, including contractual contingencies, and contingent consideration at fair value on the date of acquisition. SFAS 141R also requires that acquisition-related expenses be expensed as incurred, restructuring costs be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred income tax asset valuation allowances and acquired income tax uncertainties after the measurement period be included in income tax expense. SFAS 141R will be effective on January 1, 2009 and will change our accounting for business combinations upon adoption. We are currently assessing the impact that the adoption of SFAS 141R will have on our consolidated financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of SFAS No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about derivative and hedging activities and is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. As SFAS 161 specifically relates to disclosures regarding derivative and hedging activities, it will not impact our consolidated financial position, results of operations or cash flows.

Segment Reporting

Over ~~95%~~96% of our operations are conducted in the ~~U.S.~~United States. During 2004, we acquired a recycled OEM products business with locations in Guatemala and Costa Rica. ~~In May and July~~Since 2007, we have acquired ~~two~~a total of five recycled OEM products businesses located in Canada. Keystone, which we acquired in October 2007, has bumper refurbishing operations in Mexico and ~~two~~ aftermarket products businesses located in Canada. Revenue generated and properties located outside of the ~~U.S.~~United States are not material. ~~We manage our operations geographically. During the third quarter of 2008, we commenced a reorganization of our~~

Our vehicle replacement products operations are organized into ~~ten~~11 operating segments, ~~combining~~comprised of nine geographic regions for our wholesale recycled OEM products and aftermarket products ~~on a geographic basis, with a~~operations and separate operating ~~segment~~segments for our self-service retail OEM products and ~~one for~~ our ~~refurbishing~~recycled heavy duty truck parts operations. These segments are aggregated into one reportable segment because they possess similar economic characteristics and have common products and services, customers and methods of distribution. ~~Our~~The vehicle replacement products operations account for over ~~94%~~95% of our revenue, earnings and assets.

Results of Operations

The following table sets forth statement of operations data as a percentage of total revenue for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2008		2007		2008		2007		2009		2008
Statement of Operations Data:
Revenue	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	56.0	%	55.5	%	55.1	%	55.0	%	55.0	%	54.6	%
Gross margin	44.0	%	44.5	%	44.9	%	45.0	%	45.0	%	45.4	%
Facility and warehouse expenses	9.9	%	10.8	%	9.3	%	10.7	%	9.8	%	9.0	%
Distribution expenses	9.5	%	9.8	%	9.3	%	9.6	%	8.6	%	9.1	%
Selling, general and administrative expenses	12.4	%	12.0	%	12.7	%	12.1	%	13.0	%	13.0	%
Restructuring expenses	0.5	%	—		0.5	%	—		0.2	%	0.2	%
Depreciation and amortization	1.5	%	1.5	%	1.5	%	1.5	%	1.6	%	1.5	%
Operating income	10.2	%	10.5	%	11.6	%	11.2	%	11.8	%	12.5	%
Other expense, net	1.7	%	0.7	%	1.8	%	0.7	%	1.5	%	2.0	%
Income before provision for income taxes	8.5	%	9.8	%	9.8	%	10.5	%	10.4	%	10.5	%
Net income	5.1	%	6.0	%	5.9	%	6.2	%	6.2	%	6.3	%

Three Months Ended ~~September 30, 2008~~March 31, 2009 Compared to Three Months Ended ~~September 30, 2007~~March 31, 2008

Revenue.Our revenue increased ~~101.5%~~5.3% to ~~$490.7~~$518.0 million for the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$243.5~~$491.9 million for the comparable period of ~~2007.~~2008. The increase in revenue was primarily due to ~~business acquisitions, in particular Keystone. In addition, our operations other than Keystone had a~~the higher volume of ~~product sales in~~products we sold and business acquisitions, partially offset by reduced revenue from scrap metal and other metal sales. While our total organic growth rate was a negative 0.5%, our organic revenue growth rate for parts and services, excluding the ~~third quarter~~effects of scrap metal and other metal prices that dropped sharply during the latter part of 2008, compared to the same period in the prior year. Also, we processed a higher volume of vehicles in the period, which resulted in higher revenue from processing fees and from the sale of scrap and other commodities derived from the dismantling process. Since the October 2007 acquisition of Keystone, we have been integrating the sale and distribution of our pre-existing aftermarket, wheel and reconditioned light product offerings with Keystone and with our recycled parts in more locations in order to provide a wider selection of products to our customers. Organic revenue growth was ~~approximately 12.4% in~~5.1% during the three month period ended September 30, 2008, and was calculated assuming we had owned Keystone in the three month period ended September 30, 2007. The integration of our pre-existing aftermarket and wheel operations with Keystone prevents us from measuring revenue growth between Keystone and our pre-existing businesses since the acquisition.

March 31, 2009.

Cost of Goods ~~Sold.~~Sold. Our cost of goods sold increased ~~103.5%~~6.1% to ~~$274.8~~$285.0 million in the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$135.0~~$268.6 million in the comparable period of ~~2007.~~2008. The increase in cost of goods sold was primarily due to the increased volume of products sold. ~~Our acquisition of Keystone accounted for a majority of the increase.~~ As a percentage of revenue, cost of goods sold increased from ~~55.5%~~54.6% to ~~56.0%~~55.0%. This increase was due primarily to narrower margins in our self service operations. The decline in scrap metal and other metal prices resulted in lower revenue in our self service operations at lower gross margin percentages. We have reduced our average acquisition cost for self service products as ~~a percentage~~compared to both the comparable quarter and the fourth quarter of ~~revenue was primarily due to higher sales volumes of aftermarket products that traditionally have seasonally weaker margins during the summer.~~

2008.

Gross ~~Margin.~~Margin. Our gross margin increased ~~99.1%~~4.3% to ~~$215.9~~$233.0 million in the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$108.5~~$223.3 million in the comparable period of ~~2007.~~2008. Our gross margin increased primarily due to increased volume. As a percentage of revenue, gross margin decreased from ~~44.5%~~45.4% to ~~44.0%~~45.0%. Our gross margin as a percentage of revenue decreased due primarily to the factors noted above inCost of Goods Sold.

Facility and Warehouse ~~Expenses.~~Expenses. Facility and warehouse expenses increased ~~85.1%~~13.8% to ~~$48.5~~$50.7 million in the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$26.2~~$44.5 million in the comparable period of ~~2007.~~2008. Our facility and warehouse expenses increased ~~primarily~~by $7.4 million due to $10.7 million in higher wages and fringe benefits resulting from increased headcount and stock option expenses for field personnel and $9.5 million related to higher facility and equipment rent, property taxes, repairs and maintenance, utilities and supplies. Ourbusiness acquisitions (primarily the acquisition of ~~Keystone accounted for a majority of the increase, while our acquisition of Pick Your Part Auto Wrecking~~PYP in August ~~2008 contributed $3.7 million to the increase.~~2008). As a percentage of revenue, facility and warehouse expenses ~~decreased~~increased from ~~10.8%~~9.0% to ~~9.9%,~~9.8%. This increase was due primarily to the PYP acquisition as ~~we achieved greater leverage from combining Keystone with~~facility and warehouse expenses are a higher percentage of revenue in our ~~existing LKQ~~self service operations as compared to our wholesale recycling and aftermarket operations.

Distribution Expenses. Distribution expenses ~~increased 95.9%~~decreased 0.5% to ~~$46.6~~$44.5 million in the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$23.8~~$44.8 million in the comparable period of ~~2007. Our~~2008. Distribution expenses in dollar terms declined relative to the first quarter of 2008 as a reduction in fuel costs was partially offset by $1.8 million in distribution ~~expenses increased primarily due to $10.6 million of higher wage and benefit~~ costs from ~~an increase~~our business acquisitions and $0.5 million in ~~the number of employees, higher fuel costs of $5.7 million, higher truck rentals and repairs of $2.7 million, and~~ higher third party freight ~~of $2.4 million. Our acquisition of Keystone accounted for the majority of the increases.~~costs. As a percentage of revenue, our distribution expenses decreased from ~~9.8%~~9.1% to ~~9.5%. This reduction is~~8.6% primarily ~~attributable~~due to lower ~~employee~~fuel costs ason a ~~percentage of~~higher revenue ~~resulting from combining Keystone with our existing LKQ operations, partially offset by higher fuel costs.~~

base.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased ~~109.3%~~4.7% to ~~$60.9~~$67.1 million in the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$29.1~~$64.1 million in the comparable period of ~~2007. The majority of the expense increase was a result of an increase~~2008. Our business acquisitions accounted for $4.1 million in higher costs, primarily in labor and labor-related expenses. Excluding the added costs from business acquisitions, we decreased labor and labor-related expenses by $1.7 million, primarily as a result of ~~$21.8 million due primarily to higher sales commission expenses~~cost reductions resulting from our consolidation of Keystone and ~~increased headcount.~~LKQ aftermarket operations. Our ~~selling expenses tend to rise as revenue increases due to our commissioned sales~~

~~forces. Our remaining~~ selling, general and administrative expenses also increased due ~~primarily~~ to higher ~~professional fees~~legal costs of ~~$2.1 million, higher telephone expense of $1.6 million, higher bad debt expense of $1.0 million, and higher advertising and promotion of $1.6~~$1.1 million. ~~Our acquisition of Keystone accounted for a majority of the increases.~~ As a percentage of revenue, our selling, general, and administrative expenses increased from 12.0% to 12.4%. This increase as a percentage of revenue is primarily attributable to the mix of product sales. Aftermarket products, which became a larger portion of our business with the Keystone acquisition, have higher selling costs as a percentage of revenue than our recycled products.were 13.0% in both 2009 and 2008.

Restructuring Expenses.Restructuring expenses ~~totaled $2.4~~decreased 31.6% to $0.8 million in the three month period ended ~~September 30, 2008. We had no restructuring expenses~~March 31, 2009, from $1.2 million in the comparable period of ~~2007.~~2008. The restructuring expenses are the result of our integration of Keystone ~~and~~into pre-existing LKQ operations, and include ~~LKQ~~$0.5 million of severance, and facility closure costs and moving expenses of ~~$1.4 million, professional fees~~$0.3 million. These expenses have declined as we have completed the majority of ~~$0.6 million and $0.4 million~~our integration efforts, with the remaining integration efforts expected to be completed by the end of ~~severance, relocation and other costs for LKQ employees.~~

the second quarter.

Depreciation and ~~Amortization.~~Amortization. Depreciation and amortization (including that reported in cost of goods sold above) increased ~~111.4%~~18.0% to ~~$8.2~~$9.3 million in the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$3.9~~$7.9 million in the comparable period of ~~2007. Our acquisition of Keystone~~2008. Business acquisitions accounted for ~~the majority~~$0.5 million of the increase in depreciation and amortization ~~expense, including $0.9 million~~expense. Increased levels of property and equipment accounted for the remaining increase in depreciation and amortization expense. As a percentage of ~~the Keystone trade name.~~

revenue, depreciation and amortization increased from 1.5% to 1.6%.

Operating ~~Income.~~Income. Operating income ~~increased 95.2%~~decreased 0.2% to ~~$50.0~~$61.4 million in the three month period ended ~~September 30, 2008~~March 31, 2009, from ~~$25.6~~$61.5 million in the comparable period of ~~2007.~~2008. As a percentage of revenue, operating income decreased from ~~10.5%~~12.5% to ~~10.2%~~11.8%. ~~Operating~~The decrease in operating income ~~for~~as a percentage of revenue was due primarily to the ~~three month period ended September 30, 2008 included a 0.5% reduction from restructuring expenses.~~lower margins experienced in our self service operations due to lower scrap metal and other metal prices. SeeRevenue andCost of Goods Sold discussions above.

Other (Income) Expense. Total other expense, net ~~increased 362.1%~~decreased 24.8% to ~~$8.2~~$7.5 million for the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$1.8~~$10.0 million for the comparable period of ~~2007.~~2008. The decrease in other expense, net is due primarily to interest expense. Net interest expense ~~increased 265.6%~~decreased 26.4% to ~~$8.2~~$7.6 million for the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$2.2~~$10.3 million for the comparable period of ~~2007.~~2008. Our average effective interest rate on our bank borrowings was 4.5% in the first quarter of 2009 compared to 6.1% in the first quarter of 2008. In addition, our average bank borrowings were approximately ~~$500.0~~$11.7 million ~~higher~~lower at ~~September 30, 2008~~March 31, 2009 as compared to ~~September 30, 2007,~~March 31, 2008, due primarily to the Keystone acquisition. Other income decreased $0.5 million to $0.0 million in the three month period ended September 30, 2008. Included in other income in the three month period ended September 30, 2007 is approximately $0.4 million of proceeds recognized from a corporate-owned life insurance policy. We use corporate-owned life insurance policies to fund our obligations under our nonqualified deferred compensation plan. As a percentage of revenue, net other expense increased from 0.7% to 1.7%.

scheduled repayments.

Provision for Income ~~Taxes.~~Taxes. The provision for income taxes increased ~~80.3%~~4.5% to ~~$16.7~~$21.5 million infor the three month period ended ~~September 30, 2008,~~March 31, 2009, from ~~$9.3~~$20.6 million in the comparable period of ~~2007,~~2008, due primarily to ~~improved operating results.~~higher income before provision for income taxes. Our effective income tax rate was 40.0% in ~~2008~~both 2009 and ~~38.9% in 2007.~~2008. The increase in our effective income tax rate in 2008 was due primarily to a valuation allowance adjustment of $0.4 million for a state net operating loss that is not expected to be realizable. Additionally, our 2007 effective rate was favorably impacted by the receipt of $0.4 million of nontaxable life insurance proceeds.

~~Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007~~

~~Revenue.~~ ~~Our revenue increased 106.0% to $1,467.0 million~~provision for the ~~nine~~three month period ended September 30, 2008, from $712.1 million for the comparable period of 2007. The increase in revenue was primarily due to business acquisitions, in particular Keystone. In addition, our operations other than Keystone had a higher volume of product sales in the nine month period ended September 30, 2008 compared to the same period in the prior year. Also, we processed a higher volume of vehicles in the period, which resulted in higher revenue from processing fees and from the sale of scrap and other commodities derived from the dismantling process. Organic revenue growth was approximately 11.6% in the nine month period ended September 30, 2008, and was calculated assuming we had owned Keystone since January 1, 2007. The integration of our pre-existing aftermarket and wheel operations with Keystone prevents us from measuring revenue growth between Keystone and our pre-existing businesses since the acquisition.

~~Cost of Goods Sold.~~ ~~Our cost of goods sold increased 106.4% to $808.1~~March 31, 2009 includes $0.3 million in ~~the nine month period ended September 30, 2008, from $391.5 million~~discrete adjustments for changes in ~~the comparable period of 2007. The increase in cost of goods sold was primarily due to increased volume of products sold. Our acquisition of Keystone accounted~~state income tax laws, provisions for ~~a majority of the increase. As a percentage of revenue, cost of goods sold increased from 55.0% to 55.1%.~~

~~Gross Margin.~~ Our gross margin increased 105.5% to $658.9 million in the nine month period ended September 30, 2008, from $320.6 million in the comparable period of 2007. Our gross margin increased primarily due to increased volume. As a percentage of revenue, gross margin decreased from 45.0% to 44.9%.

~~Facility~~uncertain tax positions and ~~Warehouse Expenses.~~ Facility and warehouse expenses increased 79.0% to $136.8 million in the nine month period ended September 30, 2008, from $76.4 million in the comparable period of 2007. Our facility and warehouse expenses increased primarily due to $29.7 million in higher wages and fringe benefits resulting from increased headcount and stock-based compensation expenses for field personnel, along with $26.0 million related to higher facility and equipment rent, property taxes, repairs and maintenance, utilities and supplies. Our acquisition of Keystone accounted for a majority of the increase. As a percentage of revenue, facility and warehouse expenses decreased from 10.7% to 9.3%, as we achieved greater leverage from combining Keystone with our existing LKQ operations.

~~Distribution Expenses.~~ ~~Distribution expenses increased 100.5% to $136.7 million in the nine month period ended~~

~~September 30, 2008, from $68.2 million in the comparable period of 2007. Our distribution expenses increased due to higher wages and fringe benefits of $32.1 million primarily from~~ an increase in ~~the number of employees, and higher fuel costs of $16.6 million, higher truck rentals and repairs of $8.7 million, and higher third party freight of $7.2 million.~~ valuation allowances.~~Our acquisition of Keystone accounted for a majority of the increases.~~ As a percentage of revenue, our distribution expenses decreased from 9.6% to 9.3%. This reduction is primarily attributable to lower employee costs as a percentage of revenue resulting from combining Keystone with our existing LKQ operations, partially offset by higher fuel costs.

~~Selling, General, and Administrative Expenses.~~ Selling, general, and administrative expenses increased 117.3% to $186.8 million in the nine month period ended September 30, 2008, from $86.0 million in the comparable period of 2007. The majority of the expense increase was a result of an increase in labor and labor-related expenses of $71.0 million due primarily to higher sales commission expenses and increased headcount. Our selling expenses tend to rise as revenue increases due to our commissioned sales forces. Our remaining selling, general and administrative expenses increased due primarily to higher professional fees of $6.7 million, higher telephone expense of $4.7 million, higher travel and related expenses of $3.6 million, higher bad debt expense of $3.1 million, and higher advertising and promotion of $4.0 million. Our acquisition of Keystone accounted for a majority of the increases. As a percentage of revenue our selling, general, and administrative expenses increased from 12.1% to 12.7%. This increase as a percentage of revenue is primarily attributable to the mix of product sales. Aftermarket products, which became a larger portion of our business with the Keystone acquisition, have higher selling costs as a percentage of revenue than our recycled products.26

~~Restructuring Expenses.~~ Restructuring expenses totaled $6.7 million in the nine month period ended September 30, 2008. We had no restructuring expenses in the comparable period of 2007. The restructuring expenses are the result of our integration of Keystone and pre-existing LKQ operations, and include facility closure costs and moving expenses of $4.9 million, professional fees of $0.9 million and $0.9 million of severance, relocation and other costs for LKQ employees.

~~Depreciation and Amortization.~~ Depreciation and amortization (including that reported in cost of goods sold above) increased 119.5% to $24.0 million in the nine month period ended September 30, 2008, from $10.9 million in the comparable period of 2007. Our acquisition of Keystone accounted for the majority of the increase in depreciation and amortization expense, including $2.8 million of amortization of the Keystone trade name.

~~Operating Income.~~ Operating income increased 113.7% to $169.9 million in the nine month period ended September 30, 2008 from $79.5 million in the comparable period of 2007. As a percentage of revenue, operating income increased from 11.2% to 11.6%. Operating income for the nine month period ended September 30, 2008 included a 0.5% reduction from restructuring expenses.

~~Other (Income) Expense.~~ Total other expense, net increased 431.8% to $26.2 million for the nine month period ended September 30, 2008, from $4.9 million for the comparable period of 2007. The net interest expense component of other expense, net increased 343.4% to $26.9 million for the nine month period ended September 30, 2008, from $6.1 million for the comparable period of 2007. Our average bank borrowings were approximately $527.0 million higher for the nine month period ended September 30, 2008 as compared to the comparable period of 2007, due primarily to acquisitions. Other income was $0.7 million and $1.1 million in the nine month periods ended September 30, 2008 and 2007, respectively. Included in other income in the nine month period ended September 30, 2007 is approximately $0.9 million of proceeds recognized from corporate owned life insurance policies. We use corporate owned life insurance policies to fund our obligations under our nonqualified deferred compensation plan.

~~Provision for Income Taxes.~~ The provision for income taxes increased 87.9% to $56.8 million in the nine month period ended September 30, 2008, from $30.2 million in the comparable period of 2007, due primarily to improved operating results. Our effective tax rate was 39.5% in 2008 and 40.5% in 2007. The decrease in our effective income tax rate in 2008 was due primarily to lower taxes on our Canadian operations as well as from the benefit of a state net operating loss that is now expected to be realizable. These effects were partially offset by a valuation allowance adjustment recorded in the third quarter of 2008 for a state net operating loss that is not expected to be realizable and the settlement of a state tax audit. Our 2007 effective rate was impacted negatively by the enactment of a new income tax law in a state in which we operate. We reduced certain deferred tax assets and increased our income tax provision by approximately $0.6 million in 2007 as a result of this new law.

Liquidity and Capital Resources

Our primary sources of ongoing liquidity are cash ~~flow~~flows from our operations and our credit facility. At ~~September 30, 2008,~~March 31, 2009, we had ~~$97.7~~$92.8 million in cash and cash equivalents and ~~approximately $78.0~~$67.2 million available under our bank credit agreement ($115 million commitment less outstanding revolver borrowings of $7.5 million and letters of credit of ~~$22~~$25.3 million, and excluding a $15 million commitment from Lehman ~~Brothers~~ Commercial Paper Inc. (“LCP”) that is unlikely to be honored, as described below). On September 25, 2007, we completed a public offering of 27.6 million shares of our common stock, with 23.6 million shares sold by us and 4.0 million shares sold by selling stockholders. We received approximately $349.5 million in net proceeds from the offering, after deducting the underwriting discount and expenses of the offering. We paid all amounts outstanding under our revolving credit facility at that time and temporarily invested the remaining proceeds in cash equivalents pending the acquisition of Keystone on October 12, 2007.

dollar revolving credit facility, and a $15 million dual currency facility for drawings of either U.S. dollars or Canadian dollars. The Credit Agreement also provides for (i) the issuance of letters of credit of up to $35 million in U.S. dollars and up to $10 million in either U.S. or Canadian dollars, (ii) for a swing line credit facility of $25 million under the $100 million revolving credit facility, and (iii) the opportunity for us to add additional term loan facilities and/or increase the $100 million revolving credit facility’s commitments, provided that such additions or increases do not exceed $150 million in the aggregate and provided further that no existing lender is required to make its pro rata share of any such additions or increases without its consent. Amounts under each term loan facility are due and payable in quarterly installments of increasing amounts that began in the first quarter of 2008, with the balance payable in full on October 12, 2013. Amounts due under each revolving credit facility will be due and payable on October 12, 2013. We are also required to prepay the term loan facilities upon the sale of certain assets, upon the incurrence of certain debt, upon receipt of certain insurance and condemnation proceeds, and with up to 50% of our excess cash flow, with the amount of such excess cash flow determined based upon our total leverage ratio.

~~Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc. (“LCP”)~~LCP filed for protection under Chapter 11 of the Federal Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on ~~September 15, 2008 and~~ October 5, ~~2008, respectively.~~2008. LCP is the administrative agent under our Credit Agreement and had committed to provide $15 million under the revolving credit facility that is a part of our Credit Agreement. Our ability to draw on that $15 million is ~~uncertain~~doubtful as a result of the bankruptcy filing. LCP is also our swing line lender and in such capacity had committed to provide same day borrowing of swing line loans as part of our revolving credit facility. We have not borrowed any amounts under any swing line loans. Our ability to access this short term borrowing is ~~uncertain~~doubtful as a result of the bankruptcy filing. However, we do not believe that any inability to draw on the $15 million revolving credit facility or to access our swing line facility will have a material adverse impact on us.

Since we entered into the Credit Agreement, our average availability, excluding the LCP portion, has been approximately $76 million, and the highest amounts outstanding under our revolver and in the form of letters of credit were $7.5 million and $25.3 million, respectively. We have not utilized the revolver as a primary source of liquidity, but we do maintain sufficient availability if needs arise.

Borrowings under the Credit Agreement accrue interest at variable rates, which depend on the type (U.S. dollar or Canadian dollar) and duration of the borrowing, plus an applicable margin rate. The weighted-average interest ~~rates~~rate on borrowings outstanding against ~~the Company’s~~our senior secured credit facility at ~~September 30, 2008~~March 31, 2009 (after giving effect to the interest rate swap contracts in force, described in Note 6, “Derivative Instruments and Hedging Activities,” in Item 31 of this Quarterly Report on Form 10-Q) ~~and December 31, 2007 were 4.91% and 7.53%~~was 4.47%, ~~respectively,~~ before debt issuance cost amortization. Borrowings against the senior secured credit facility totaled ~~$640.1~~$634.5 million and ~~$650.3~~$638.3 million at ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007,~~2008, respectively, of which ~~$17.4~~$22.2 million and ~~$10.0~~$19.8 million are classified as current maturities, respectively.

Our liquidity needs are primarily to fund working capital requirements and expand our facilities and network. The procurement of inventory is the largest operating use of our funds. We normally pay for salvage vehicles acquired at salvage auctions and under some direct procurement arrangements at the time that we take possession of the vehicles. We normally pay for aftermarket parts purchases at the time of shipment or on standard payment terms, depending on the manufacturer and payment options offered. Wheel cores acquired from third parties are normally paid for on standard payment terms. We acquired approximately ~~34,900~~41,700 and ~~106,600~~39,200 wholesale salvage vehicles in the three ~~month~~months ended March 31, 2009 and ~~nine month periods ended September 30,~~ 2008, ~~respectively, and 28,600 and 93,200 in the comparable periods of 2007,~~ respectively. In addition, we acquired approximately ~~88,500~~81,700 and ~~219,100~~56,100 lower cost self-service and crush only vehicles in the three ~~month~~months ended March 31, 2009 and ~~nine month periods ended September 30,~~ 2008, ~~respectively, and 48,400 and 145,700 in the comparable periods of 2007,~~ respectively. Our purchases of aftermarket parts and wheels totaled approximately ~~$117.3~~$142.4 million and ~~$366.4~~$132.1 million in the three months ended March 31, 2009 and 2008, respectively.

Net cash provided by operating activities totaled $39.5 million for the three month period ended March 31, 2009, compared to $32.4 million for the same period of 2008. Net income adjusted for non-cash depreciation, amortization and stock-based compensation generated $43.3 million of cash in 2009, a $3.2 million increase over the same period of 2008. Inventory, net of

effects of purchase acquisitions, represented a cash outflow of $24.8 million in the three month period ended March 31, 2009. We increased our purchases of aftermarket inventory during the quarter to increase our safety stock for new customer programs and ~~nine~~to expand certain product categories to additional locations. We anticipate that aftermarket inventory levels will decrease in the second half of 2009. Receivables generated $10.1 million in cash for the three month period ended March 31, 2009 as a result of improved collections. Cash paid for taxes was $1.2 million in the first quarter of 2009, while our income tax provision was $21.5 million. Payments for the full year of 2008 exceeded our expected tax liability due to the reduction in our fourth quarter profitability resulting from the effect of declining scrap metal and other metal prices on our self-service operations. As a result, we have not made significant estimated tax payments in 2009.

Net cash used in investing activities totaled $22.6 million for the three month period ended March 31, 2009, compared to $17.4 million for the same period of 2008. We invested $15.8 million of cash in acquisitions in 2009 compared to $4.2 million for two acquisitions in the comparable period of 2008. Net property and equipment purchases were $6.8 million in the three month period ended March 31, 2009, which is approximately half of the capital expenditures for the comparable period in the prior year. The reduction in capital expenditures is driven by the timing of our projects as we continue to believe that our full year 2009 spending will be between $75.0 and $80.0 million, an increase of over $8.0 million compared to 2008.

Net cash used in financing activities totaled $3.2 million for the three month period ended March 31, 2009, compared to $3.7 million for the same period of 2008. Beginning in the first quarter of 2009, our scheduled term loan payments increased to approximately $4.9 million per quarter in 2009 compared to $2.5 million per quarter in the prior year. Repayments of other debt, which primarily consists of notes issued for business acquisitions, were $1.2 million for the three month period ended March 31, 2009, compared to $3.1 million in the prior year. Line of credit borrowings totaled $2.3 million in 2009, resulting from borrowings to fund a Canadian business acquisition. Cash generated from exercises of stock options provided $0.3 million and $0.9 million in the three month periods ended ~~September 30,~~March 31, 2009 and 2008, ~~respectively, and $25.0~~respectively. The excess tax benefit from share-based payment arrangements reduced income taxes payable by $0.3 million and ~~$78.6~~$1.1 million in the ~~comparable~~three month periods ended March 31, 2009 and 2008, respectively.

As part of ~~2007, respectively, with~~ the ~~increase principally due~~consideration for business acquisitions completed during 2009, we issued promissory notes totaling approximately $0.7 million. The notes bear interest at annual rates of 4.0% to ~~our acquisition of Keystone.~~

4.25%, and interest is payable at maturity or in monthly installments.

We intend to continue to evaluate markets for potential growth through the internal development of redistribution centers, processing facilities, and warehouses, through further integration of aftermarket, refurbished and recycled OEM product facilities, and through selected business acquisitions. Our future liquidity and capital requirements will depend upon numerous factors, including the costs and timing of our internal development efforts and the success of those efforts, the costs and timing of expansion of our sales and marketing activities, and the costs and timing of future business acquisitions.

Net cash provided by operating activities totaled $105.3 million for the nine month period ended September 30, 2008, compared to $31.5 million for the same period of 2007. Net income adjusted for non-cash items generated $126.7 million of cash in 2008, a $64.5 million increase over the same period of 2007. Working capital uses of cash, net of effects of purchase acquisitions, included increases in receivables and inventory, and decreases in accounts payable and other operating assets and liabilities, partially offset by a net cash inflow from income taxes. Receivables increased primarily due to increased revenue. Inventory increased primarily due to increases in salvage inventory as we took advantage of favorable supplies at the salvage auctions, partially offset by a reduction in aftermarket inventory due primarily to seasonal fluctuations and the consolidation of LKQ’s former aftermarket operations with Keystone’s. Accounts payable decreased primarily due to accelerating some of Keystone’s vendor payments in order to take advantage of discounts offered for earlier payment. Other operating assets and liabilities reduced cash primarily due to payments for severance. Income taxes represented a cash inflow in 2008 as the current provision exceeded estimated tax payments due for 2008.

Net cash used in investing activities totaled $80.5 million for the nine month period ended September 30, 2008, compared to $87.3 million for the same period of 2007. We invested $41.6 million of cash in four acquisitions in 2008 compared to $55.7 million for eight acquisitions in the comparable period of 2007. Net property and equipment and other long term asset purchases increased $14.5 million in 2008. Purchases of investment securities totaled $5.9 million in 2007 related to acquisitions of shares of Keystone Automotive Industries, Inc. prior to our acquisition of that company in October 2007.

Net cash used in financing activities totaled $1.0 million for the nine month period ended September 30, 2008, compared to $277.0 million provided by financing activities for the same period of 2007, which resulted primarily from the sale of common stock in September 2007. Exercises of stock options provided $4.7 million and $8.3 million in the nine month periods ended September 30, 2008 and 2007, respectively. The excess tax benefit from share-based payment arrangements reduced income taxes payable by $8.2 million and $12.2 million in the nine month periods ended September 30, 2008 and 2007, respectively. Repayments of long-term debt obligations and line of credit borrowings totaled $13.7 million in 2008 and $91.7 million in 2007. In the first quarter of 2007, we repurchased and retired 100,000 shares of redeemable common stock for $1.1 million pursuant to a call option that was issued in connection with a 2003 business acquisition.

We may in the future borrow additional amounts under our credit facility or enter into new or additional borrowing arrangements. We anticipate that any proceeds from such new or additional borrowing arrangements will be used for general corporate purposes, including to develop and acquire businesses and operating facilities; to further the integration of our aftermarket, refurbishing and recycled OEM product facilities; to expand and improve existing facilities; to purchase property, equipment, and inventory; and for working capital.

We estimate that our capital expenditures for the ~~full year 2008,~~remainder of 2009, excluding business acquisitions, will be ~~approximately $65.0 million to $70.0~~between $68.0 and $73.0 million. We expect to use these funds for growth projects, including several major facility expansions, ~~purchases of machinery and equipment,~~ improvement of current facilities, real estate acquisitions and systems development projects. We anticipate that net cash provided by operating activities for ~~2008~~2009, which we estimate will be in excess of ~~$100.0 million.~~

��$145.0 million, will be used to fund our capital expenditures.

We believe that our current cash and equivalents, cash provided by operating activities and funds available under our credit facility will be sufficient to meet our current operating and capital requirements. However, we may, from time to time, raise additional funds through public or private financing, strategic relationships, or other arrangements. There can be no assurance that additional funding, or refinancing of our credit facility, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to ~~existing~~ stockholders, and debt financing, if available, may involve restrictive ~~covenants in addition to those to which we are subject under our current credit facility.~~covenants. Our failure to raise capital if and when needed could have a material adverse impact on our business, operating results, and financial condition.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. Words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “believe,” “if,” “estimate,” “intend,” “project” and similar words or expressions are used to identify these forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. However, these forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different. These factors include, among other things, those described under Risk Factors in Item 1A of our ~~2007~~2008 Annual Report on Form 10-K, filed with the SEC on February ~~29, 2008, and the updates to Item 1A included in Part II of our Quarterly Reports on Form 10-Q filed subsequently.~~

27, 2009.

Other matters set forth in this Quarterly Report may also cause our actual future results to differ materially from these forward-looking statements. We cannot assure you that our expectations will prove to be correct. In addition, all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the

cautionary statements mentioned above. You should not place undue reliance on these forward-looking statements. All of these forward-looking statements are based on our expectations as of the date of this Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our results of operations are exposed to changes in interest rates primarily with respect to borrowings under our credit facility, where interest rates are tied to either the prime rate or LIBOR. In March 2008, we implemented a policy to manage our exposure to variable interest rates on a portion of our outstanding variable rate debt instruments through the use of interest rate swap contracts. These contracts convert a portion of our variable rate debt to fixed rate, matching effective and maturity dates to specific debt instruments. All of our interest rate swap contracts have been executed with banks (JP Morgan Chase Bank, N.A. and Deutsche Bank AG) that we believe are creditworthy and are denominated in currency that matches the underlying debt instrument. Net interest payments or receipts from interest rate swap contracts will be included as adjustments to interest expense in our consolidated income statement. As of ~~September 30, 2008,~~March 31, 2009, three interest rate swap contracts representing a total of $500 million of notional amount were outstanding with various maturity dates through April 2011. All of these contracts are designated as cash flow hedges and modify the variable rate nature of that portion of our variable rate debt. The fair market value of our outstanding interest rate swap contracts at ~~September 30, 2008~~March 31, 2009 was a liability of approximately ~~$7.8~~$14.7 million, and the value of such contracts is subject to changes in interest rates.

At ~~September 30, 2008,~~March 31, 2009, we had unhedged variable rate debt of ~~$140.1~~$134.5 million. Using sensitivity analysis to measure the impact of a 100 basis point movement in the interest rate, interest expense would change by ~~$1.4~~$1.3 million annually.

We are also exposed to market risk related to price fluctuations in scrap metal and other ~~precious metals such as platinum, palladium and rhodium.~~metals. Market prices of these metals affect the amount that we pay for our inventory as well as the revenue that we generate from sales of these metals. As both our revenue and costs are affected by the price fluctuations, we tend to have a natural hedge against the changes. However, there is typically a lag between the metal price fluctuations, which influence our revenue, and ~~any~~ inventory cost changes. Therefore, we can experience positive or negative margin effects in periods of rising or falling metal prices, particularly when such prices move rapidly. ~~Subsequent to September 30, 2008, scrap~~Scrap metal and other ~~precious~~ metal prices ~~have fallen~~declined significantly in the fourth quarter of 2008, which ~~will have~~had a negative effect on our revenue and margins. In the first quarter of 2009, we have experienced an improvement in gross margins inrelative to the fourth quarter ~~until~~of 2008 as inventory costs ~~normalize at~~have fallen in response to the ~~lower price point.~~

decline of scrap metal and other metal prices.

Additionally, we are exposed to currency fluctuations with respect to the purchase of aftermarket parts in Taiwan. While all transactions with manufacturers based in Taiwan are conducted in U.S. dollars, changes in the relationship between the U.S. dollar and the Taiwan dollar might impact the purchase price of aftermarket parts. We might not be able to pass on any price increases to customers. Under our present policies, we do not attempt to hedge this currency exchange rate exposure.

Our investment in our operations in Central America and Canada ~~are~~is not material, and we do not attempt to hedge our foreign currency risk related to such operations.

~~Item 4. Controls and Procedures~~

Item 4.

Controls and Procedures

As of ~~September 30, 2008,~~March 31, 2009, the end of the period covered by this report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of LKQ Corporation’s management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective to ensure that we are able to collect, process and disclose the information we are required to disclose in the reports we file with the Securities and Exchange Commission within the required time periods. ~~There has been no change~~

In January 2009, we implemented new general ledger, accounts payable, fixed assets, and cash management financial applications for some of our operations. These applications replaced legacy applications and provide improvements in security and segregation of duties, as well as process standardization and integration. As a result of the implementations, we redesigned certain of our control procedures within our internal control over financial reporting framework. We will continue to evaluate the impact that ~~occurred~~the new financial applications will have on our internal controls and expect the new applications to enhance our overall control environment.

Except as described above, there were no significant changes in our internal controls over financial reporting during ~~our most recent fiscal quarter~~the three months ended March 31, 2009 that ~~has~~were identified in connection with the evaluation referred to above that have materially affected, or ~~is reasonable~~are reasonably likely to materially affect, our internal control over financial reporting.


Exhibit Number		Description of Exhibit
10.1
~~10.1~~		Amendment No. 2 to the LKQ Corporation Employees’ Retirement Plan, ~~as amended and restated~~dated as of ~~September 1, 2008.~~ April 20, 2009.

10.2		Amendment ~~No. 1 dated October 23, 2008 to LKQ Corporation Employees’ Retirement Plan, as amended and restated as of September 1, 2008.~~

~~10.3~~		~~ISDA 2002 Master Agreement between Deutsche Bank AG and LKQ Corporation, and related schedule.~~

~~10.4~~		~~Stock Purchase~~ Agreement dated as of ~~August 15,~~March 2, 2009 amending the Consulting Agreement dated as of January 11, 2008 ~~among~~between LKQ Corporation ~~Glenn C. McElroy, Phillip B. McElroy, Thomas C. Hutton, John L. Neu, Robert T. Neu~~ and ~~Jeffrey P. Neu, and Pick-U-Part Auto Wrecking (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on August 21, 2008).~~ Joseph M. Holsten.

~~10.5~~ 31.1		~~LKQ Corporation Amended and Restated Stock Option and Compensation Plan for Non-Employee Directors, as further amended on November 5, 2008.~~

~~31.1~~		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


LKQ CORPORATION

	/s/ Mark T. Spears
	Mark T. Spears
	Executive Vice President and Chief Financial Officer
	(As duly authorized officer and Principal Financial Officer)

	/s/ Frank P. Erlain
	Frank P. Erlain
	Vice President — Finance and Controller
	(As duly authorized officer and Principal Accounting Officer)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2008		2007			2008			2007

Revenue	$	490,701	$	243,495		$	1,467,001		$	712,091

Cost of goods sold	274,786		135,038			808,064			391,455

Gross margin	215,915		108,457			658,937			320,636

Facility and warehouse expenses	48,479		26,188			136,783			76,432

Distribution expenses	46,636		23,803			136,731			68,191

Selling, general and administrative expenses	60,929		29,107			186,791			85,969

Restructuring expenses	2,400		—			6,723			—

Depreciation and amortization	7,513		3,768			22,029			10,549

Operating income	49,958		25,591			169,880			79,495

Other expense (income):
Interest expense, net	8,192		2,241			26,904			6,067
Other expense (income), net	1		(468		)	(719		)	(1,143		)

Total other expense	8,193		1,773			26,185			4,924

Income before provision for income taxes	41,765		23,818			143,695			74,571

Provision for income taxes	16,697		9,259			56,760			30,202

Net income	$	25,068	$	14,559		$	86,935		$	44,369

Net income per share:
Basic	$	0.18	$	0.13		$	0.64		$	0.41

Diluted	$	0.18	$	0.13		$	0.62		$	0.39

Weighted average common shares outstanding:
Basic	136,585		109,326			135,481			107,678

Diluted	141,190		115,111			140,458			113,237

	Nine Months Ended September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	86,935		$	44,369
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,998			10,933
Stock-based compensation expense	4,133			2,386
Deferred income taxes	9,375			4,576
Excess tax benefit from exercise of stock options	(8,192		)	(12,150		)
Other adjustments	2,221			(94		)
Changes in operating assets and liabilities, net of effects from purchase transactions:
Receivables	(5,738		)	(8,464		)
Inventory	(5,675		)	(21,853		)
Prepaid income taxes/income taxes payable	9,733			5,299
Accounts payable	(9,798		)	907
Other operating assets and liabilities	(1,678		)	5,598

Net cash provided by operating activities	105,314			31,507

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(42,212		)	(26,095		)
Proceeds from disposal of assets	1,993			417
Purchases of investment securities	—			(5,885		)
Cash used in acquisitions, net of cash acquired	(40,258		)	(55,705		)

Net cash used in investing activities	(80,477		)	(87,268		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	4,722			8,341
Proceeds from the sale of common stock	—			349,529
Repurchase and retirement of redeemable common stock	—			(1,125		)
Excess tax benefit from exercise of stock options	8,192			12,150
Debt issuance costs	(219		)	(206		)
Repayments of long-term debt	(13,659		)	(3,524		)
Net repayments under line of credit	—			(88,169		)

Net cash (used in) provided by financing activities	(964		)	276,996

Effect of exchange rate changes on cash and equivalents	(425		)	74

Net increase in cash and equivalents	23,448			221,309

Cash and equivalents, beginning of period	74,241			4,031
Cash and equivalents, end of period	$	97,689		$	225,340

Supplemental disclosure of cash flow information:
Notes issued in connection with business acquisitions	$	25		$	1,449
Stock issued in connection with business acquisitions	60,041			—
Cash paid for income taxes, net of refunds	37,508			20,111
Cash paid for interest	27,619			7,148

									Accumulated
	Common Stock								Other			Total
	Shares			Additional			Retained		Comprehensive			Stockholders’
	Issued	Amount		Paid-In Capital			Earnings		Income			Equity

BALANCE, December 31, 2007	134,149	$	1,341	$	705,778		$	142,039	$	619		$	849,777

Net income	—	—		—			86,935		—			86,935

Unrealized loss on pension plan, net of tax of $195	—	—		—			—		(305		)	(305		)

Unrealized gain on change in fair value of interest rate swap agreements, net of tax of $3,031	—	—		—			—		4,740			4,740

Foreign currency translation	—	—		—			—		(906		)	(906		)

Total comprehensive income	—	—		—			—		—			90,464

Stock issued in business acquisition	2,919	29		60,012			—		—			60,041

Share price guarantee payment	—	—		(3,275		)	—		—			(3,275		)

Stock issued as director compensation	5	1		90			—		—			91

Stock-based compensation expense	—	—		3,519			—		—			3,519

Activity related to restricted stock awards	190	2		521			—		—			523

Exercise of stock options, including related tax benefits of $8,192	1,397	14		12,900			—		—			12,914

BALANCE, September 30, 2008	138,660	$	1,387	$	779,545		$	228,974	$	4,148		$	1,014,054

Balance as of December 31, 2007	$	825,881
Adjustment of previously recorded goodwill	10,309
Exchange rate effects	(1,659		)
Business acquisitions	75,669

Balance as of September 30, 2008	$	910,200

	Three Months ended September 30,				Nine Months ended September 30,
	2008		2007		2008		2007

Stock options	$	1,205	$	595	$	3,519	$	2,307
Restricted stock	183		—		523		—
Stock issued in lieu of quarterly cash compensation for non-employee directors	30		31		91		79

Total stock-based compensation expense	$	1,418	$	626	$	4,133	$	2,386

		Outstanding				Exercisable
		Weighted				Weighted
		Average	Weighted			Average	Weighted
		Remaining	Average			Remaining	Average
Range of		Contractual	Exercise			Contractual	Exercise
Exercise Prices	Shares	Life (Yrs)	Price		Shares	Life (Yrs)	Price

$0.75	158,000	2.3	$	0.75	158,000	2.3	$	0.75
2.00 - 2.19	1,108,170	3.9	2.09		1,108,170	3.9	2.09
3.13 - 3.99	1,819,900	3.3	3.47		1,724,300	3.2	3.47
4.16 - 4.72	4,223,286	5.9	4.44		3,966,901	5.9	4.44
7.56 - 7.60	246,000	7.0	7.59		243,600	7.0	7.59
9.33 - 12.42	1,954,840	7.8	10.04		870,860	7.8	10.14
18.87 - 22.58	1,453,200	9.3	19.17		141,970	9.3	19.12

	10,963,396	6.1	$	7.01	8,213,801	5.3	$	4.80

Notional Amount		Effective Date	Maturity Date	Fixed Interest Rate

$	200,000,000	April 14, 2008	April 14, 2011	2.74	%
$	50,000,000	April 14, 2008	April 14, 2010	2.43	%
$	250,000,000	September 15, 2008	October 14, 2010	2.63	%

Three months ended December 31, 2008	$	12,805
Years ended December 31:
2009	45,282
2010	37,560
2011	29,869
2012	23,784
2013	18,761
Thereafter	54,094

	$	222,155

	Three Months Ended September 30,		Nine Months Ended September 30,
	2008	2007	2008	2007
Antidilutive securities:
Stock options	1,460	31	1,460	894


	Q1 Acquisitions			Adjustments to 2008 acquisitions
Receivables	$	889		$	(31	)
Receivable reserves		(74	)		(15	)
Inventory		2,930			(208	)
Prepaid expenses and other assets		9			—
Property and equipment		1,929			55
Goodwill		11,680			234
Intangible assets		50			—
Current liabilities assumed		(842	)		(82	)
Deferred taxes		(238	)		—
Notes issued		(729	)		—
Payment of prior years purchase price payable		—			199


Cash used in acquisitions, net of cash acquired	$	15,604		$	152

	Excess Facility Costs

Balance at December 31, 2007	$	—

Reserves established	2,047
Payments	(599		)

Balance at September 30, 2008	$	1,448

	Balance as of September 30,		Fair Value Measurements as of September 30, 2008
	2008		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	68,492	$	68,492	$	—	$	—
Interest rate swaps	7,771		—		7,771		—
Cash surrender value of life insurance	4,665		—		4,665		—

Total Assets	$	80,928	$	68,492	$	12,436	$	—

Liabilities:
Deferred compensation liabilities	$	4,137	$	—	$	4,137	$	—

Total Liabilities	$	4,137	$	—	$	4,137	$	—

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