8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

________________________ 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2016

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LKQ CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	000-50404	36-4215970
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
500 West Madison Street, Suite 2800 Chicago, IL		60661
(Address of principal executive offices)		(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 18, 2016, LKQ Corporation ("LKQ") entered into a Stock and Asset Purchase Agreement (the “Agreement”) to sell the OEM glass manufacturing business of its Pittsburgh Glass Works subsidiary to a subsidiary of Vitro S.A.B. de C.V. for a sale price of $310 million, subject to potential post-closing purchase price adjustments. The Agreement contains customary representations and warranties, covenants and conditions, and closing will be subject to receipt of necessary regulatory approvals. Subject to the satisfaction of all conditions to closing, the transaction is expected to be completed in the first quarter of 2017. The foregoing description of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, which will be filed as an exhibit to LKQ's annual report on Form 10-K for the year ending December 31, 2016.

Item 8.01 Other Events.

Upon execution of the Agreement, LKQ concluded that the OEM business met the criteria to be classified as held for sale in LKQ’s consolidated financial statements. As a result, the assets related to the OEM business will be reflected on LKQ’s consolidated balance sheet at the lower of the net asset carrying value or fair value less cost to sell. LKQ is in the process of evaluating the accounting for the disposition but currently expects to record a non-cash pretax charge in the range of approximately $25 - $35 million in the fourth quarter of 2016 related to the impairment of long-lived assets associated with the OEM business. The long-lived assets primarily consist of property, plant & equipment. In addition, LKQ is unable at this time to determine the size or impact of income tax consequences related to the transaction. LKQ will fully describe and disclose the amount of the charge in its annual report on Form 10-K for the year ending December 31, 2016.

On December 19, 2016, LKQ issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press release dated December 19, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 20, 2016

LKQ CORPORATION
By:	/s/ VICTOR M. CASINI
	Victor M. Casini
	Senior Vice President and General Counsel

EX-99.1

Exhibit 99.1

LKQ Corporation Agrees to Sell OEM Glass Manufacturing Business to Vitro SAB

Chicago, IL (December 19, 2016) - LKQ Corporation (Nasdaq: LKQ) today announced that it has entered intoa definitive agreement to sell the OEM glass manufacturing business of its Pittsburgh Glass Works subsidiary (“PGW”) to a subsidiary of Vitro S.A.B. de C.V. (BMV: VITROA), a leading glass manufacturer based in Mexico. The sale price is $310 million, subject to potential post-closing purchase price adjustments.

As part of the transaction, LKQ and Vitro entered into a multi-year supply agreement pursuant to which LKQ’s ongoing aftermarket glass distribution business will purchase a specified amount of its automotive glass from Vitro at specified prices.

The transaction is expected to be completed in the first quarter of 2017 and is subject to customary closing conditions and necessary regulatory approvals.

“We are very pleased with this transaction and look forward to a seamless transition for our OEM glass customers and employees. PGW’s industry leading OEM business fits well with Vitro’s long-term growth strategy within the automotive glass manufacturing industry, and this divestiture allows LKQ to focus on our aftermarket glass distribution operations and the synergies that exist with our core North American auto parts distribution business,” stated Robert L. Wagman, President and Chief Executive Officer of LKQ Corporation.

LKQ will report the financial information for the OEM glass manufacturing business as discontinued operations in its fourth quarter and full year 2016 financial statements, which will be released in late February 2017 and discussed during LKQ’s fourth quarter earnings call.

About LKQ Corporation

LKQ Corporation (www.lkqcorp.com) is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles.  LKQ is also a leader in the design, production and supply of automotive glass to OEMs. LKQ has operations in North America, Europe, China and Taiwan. LKQ offers its customers a broad range of replacement systems, components, equipment and parts to repair and accessorize automobiles, trucks, and recreational and performance vehicles.

About Vitro SAB

Vitro, S.A.B. de C.V. (www.vitro.com) is the leading glass manufacturer in Mexico and one of the world’s major companies in its industry, backed by more than 100 years of experience. Founded in 1909 in Monterrey, Mexico, the Company has subsidiaries in the Americas, offering quality products and reliable services to meet the needs of two businesses: glass containers and flat glass. Companies of Vitro produce, process, distribute, and market a wide range of glass articles, which are part of the daily life of thousands of people. Vitro offers solutions for multiple markets, including cosmetic, pharmaceutical and toiletries, as well as architectural and automotive. The Company is also a supplier of chemical products and raw material, machinery, molds and equipment for industrial use.

Forward Looking Statements

Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act. Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual results to differ from the results predicted or implied by our forward-looking statements include the factors discussed in our filings with the SEC (which are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov), including those disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2015 and in our subsequent Quarterly Reports on Form 10-Q, as well as the following factor:

• the receipt of regulatory approvals for the transaction and the successful fulfillment or waiver of all other closing conditions without unexpected delays or conditions.

Joseph P. Boutross

LKQ Corporation

Director, Investor Relations

(312) 621-2793

jpboutross@lkqcorp.com