KAR Auction Services, Inc. (Form: 10-Q, Received: 05/04/2016 16:27:25)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34568

________________________________________________________

KAR Auction Services, Inc.

(Exact name of Registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		20-8744739 (I.R.S. Employer Identification No.)

13085 Hamilton Crossing Boulevard

Carmel, Indiana 46032

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (800) 923-3725

________________________________________________________

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 ý 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 ý No o

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



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

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

As of April 30, 2016 , 137,340,511 shares of the registrant's common stock, par value $0.01 per share, were outstanding.

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KAR Auction Services, Inc.

Table of Contents



		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Income	3

	Consolidated Statements of Comprehensive Income	4

	Consolidated Balance Sheets	5

	Consolidated Statements of Stockholders' Equity	7

	Consolidated Statements of Cash Flows	8

	Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	35

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 6.	Exhibits	37

Signatures		38
Exhibit Index
Exhibit Index		39

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

KAR Auction Services, Inc.

Consolidated Statements of Income

(In millions, except per share data)

(Unaudited)



	Three Months Ended March 31,
	2016			2015
Operating revenues
ADESA Auction Services	$	401.5		$	328.0
IAA Salvage Services	269.6			238.0
AFC	73.9			66.4
Total operating revenues	745.0			632.4
Operating expenses
Cost of services (exclusive of depreciation and amortization)	418.7			352.1
Selling, general and administrative	141.1			121.5
Depreciation and amortization	56.4			50.9
Total operating expenses	616.2			524.5
Operating profit	128.8			107.9
Interest expense	28.7			21.0
Other income, net	(1.3		)	(2.2		)
Loss on extinguishment of debt	4.0			—
Income before income taxes	97.4			89.1
Income taxes	36.7			34.6
Net income	$	60.7		$	54.5
Net income per share
Basic	$	0.44		$	0.39
Diluted	$	0.44		$	0.38
Dividends declared per common share	$	0.29		$	0.27

See accompanying notes to consolidated financial statements

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KAR Auction Services, Inc.

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)



	Three Months Ended March 31,
	2016		2015
Net income	$	60.7	$	54.5
Other comprehensive income (loss)
Foreign currency translation gain (loss)	8.7		(18.3		)
Comprehensive income	$	69.4	$	36.2

See accompanying notes to consolidated financial statements

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KAR Auction Services, Inc.

Consolidated Balance Sheets

(In millions)

(Unaudited)



	March 31,		December 31,
	2016		2015
Assets
Current assets
Cash and cash equivalents	$	676.3	$	155.0
Restricted cash	14.9		16.2
Trade receivables, net of allowances of $7.6 and $6.6	662.9		511.9
Finance receivables, net of allowances $9.3 and $9.0	1,696.2		1,632.0
Other current assets	129.6		131.0
Total current assets	3,179.9		2,446.1
Other assets
Goodwill	1,795.7		1,795.9
Customer relationships, net of accumulated amortization of $643.5 and $619.3	400.5		417.7
Other intangible assets, net of accumulated amortization of $274.2 and $258.1	309.5		310.8
Other assets	33.9		34.1
Total other assets	2,539.6		2,558.5
Property and equipment, net of accumulated depreciation of $591.8 and $569.6	770.6		766.9
Total assets	$	6,490.1	$	5,771.5

See accompanying notes to consolidated financial statements

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KAR Auction Services, Inc.

Consolidated Balance Sheets

(In millions, except share and per share data)

(Unaudited)



	March 31,			December 31,
	2016			2015
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	768.2		$	608.4
Accrued employee benefits and compensation expenses	63.5			90.9
Accrued interest	0.9			0.8
Other accrued expenses	129.3			128.4
Income taxes payable	0.6			5.3
Dividends payable	39.8			37.2
Obligations collateralized by finance receivables	1,202.9			1,189.0
Current maturities of long-term debt	24.7			153.9
Total current liabilities	2,229.9			2,213.9
Non-current liabilities
Long-term debt	2,385.5			1,711.2
Deferred income tax liabilities	297.9			300.8
Other liabilities	153.1			159.5
Total non-current liabilities	2,836.5			2,171.5
Commitments and contingencies (Note 8)
Stockholders' equity
Preferred stock, $0.01 par value:
Authorized shares: 100,000,000
Issued shares: none	—			—
Common stock, $0.01 par value:
Authorized shares: 400,000,000
Issued and outstanding shares:
March 31, 2016: 137,289,756
December 31, 2015: 137,795,296	1.4			1.4
Additional paid-in capital	1,415.7			1,407.6
Retained earnings	38.1			17.3
Accumulated other comprehensive loss	(31.5		)	(40.2		)
Total stockholders' equity	1,423.7			1,386.1
Total liabilities and stockholders' equity	$	6,490.1		$	5,771.5

See accompanying notes to consolidated financial statements

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KAR Auction Services, Inc.

Consolidated Statements of Stockholders' Equity

(In millions)

(Unaudited)



	Common Stock Shares		Common Stock Amount		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2015	137.8		$	1.4	$	1,407.6	$	17.3		$	(40.2	)	$	1,386.1
Net income							60.7						60.7
Other comprehensive income										8.7			8.7
Issuance of common stock under stock plans	0.3				2.2								2.2
Stock-based compensation expense					5.2								5.2
Excess tax benefit from stock-based compensation					0.6								0.6
Repurchase and retirement of common stock	(0.8	)											—
Dividends earned under stock plans					0.1		(0.1		)				—
Cash dividends declared to stockholders ($0.29 per share)							(39.8		)				(39.8		)
Balance at March 31, 2016	137.3		$	1.4	$	1,415.7	$	38.1		$	(31.5	)	$	1,423.7

See accompanying notes to consolidated financial statements

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KAR Auction Services, Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)



	Three Months Ended March 31,
	2016			2015
Operating activities
Net income	$	60.7		$	54.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	56.4			50.9
Provision for credit losses	6.9			4.6
Deferred income taxes	(3.5		)	(3.2		)
Amortization of debt issuance costs	2.0			1.7
Stock-based compensation	5.2			2.6
Excess tax benefit from stock-based compensation	(0.6		)	(3.5		)
Loss on disposal of fixed assets	0.1			0.1
Loss on extinguishment of debt	4.0			—
Other non-cash, net	2.0			0.8
Changes in operating assets and liabilities, net of acquisitions:
Trade receivables and other assets	(152.4		)	(128.1		)
Accounts payable and accrued expenses	88.7			105.7
Net cash provided by operating activities	69.5			86.1
Investing activities
Net (increase) decrease in finance receivables held for investment	(65.6		)	6.0
Acquisition of businesses, net of cash acquired	—			(21.9		)
Purchases of property, equipment and computer software	(36.0		)	(25.1		)
Decrease in restricted cash	1.3			2.8
Net cash used by investing activities	(100.3		)	(38.2		)
Financing activities
Net increase in book overdrafts	41.7			40.7
Net decrease in borrowings from lines of credit	(140.0		)	—
Net increase (decrease) in obligations collateralized by finance receivables	8.1			(9.1		)
Proceeds from long-term debt	1,336.5			—
Payments for debt issuance costs/amendments	(19.5		)	—
Payments on long-term debt	(637.6		)	(4.4		)
Payments on capital leases	(6.2		)	(4.8		)
Payments of contingent consideration and deferred acquisition costs	(2.0		)	(1.2		)
Issuance of common stock under stock plans	2.2			9.2
Excess tax benefit from stock-based compensation	0.6			3.5
Repurchase and retirement of common stock	—			(10.2		)
Dividends paid to stockholders	(37.2		)	(38.2		)
Net cash provided by (used by) financing activities	546.6			(14.5		)
Effect of exchange rate changes on cash	5.5			(7.9		)
Net increase in cash and cash equivalents	521.3			25.5
Cash and cash equivalents at beginning of period	155.0			152.9
Cash and cash equivalents at end of period	$	676.3		$	178.4
Cash paid for interest	$	25.4		$	18.8
Cash paid for taxes, net of refunds	$	32.9		$	34.2

See accompanying notes to consolidated financial statements

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements

March 31, 2016 (Unaudited)

Note 1—Basis of Presentation and Nature of Operations

Defined Terms

Unless otherwise indicated or unless the context otherwise requires, the following terms used herein shall have the following meanings:


•	"we," "us," "our" and "the Company" refer, collectively, to KAR Auction Services, Inc. and all of its subsidiaries;


•	"ADESA" or "ADESA Auctions" refer, collectively, to ADESA, Inc., a wholly-owned subsidiary of KAR Auction Services, and ADESA, Inc.'s subsidiaries, including OPENLANE, Inc. (together with OPENLANE, Inc.'s subsidiaries, "OPENLANE");


•	"AFC" refers, collectively, to Automotive Finance Corporation, a wholly-owned subsidiary of ADESA, and Automotive Finance Corporation's subsidiaries and other related entities, including PWI Holdings, Inc.;


•	"Credit Agreement" refers to the Amended and Restated Credit Agreement, dated March 11, 2014, among KAR Auction Services, as the borrower, the several banks and other financial institutions or entities from time to time parties thereto and the administrative agent, as amended on March 9, 2016;

•

"Credit Facility" refers to the three -year senior secured term loan B-1 facility ("Term Loan B-1"), the seven -year senior secured term loan B-2 facility ("Term Loan B-2"), the seven -year senior secured term loan B-3 facility ("Term Loan B-3"), the $300 million , five -year senior secured revolving credit facility (the "revolving credit facility") and the $250 million , five -year senior secured revolving credit facility (the "old revolving credit facility"), the terms of which are set forth in the Credit Agreement. Term Loan B-1 and the old revolving credit facility were extinguished in March 2016 with proceeds received from Term Loan B-3;


•	"IAA" refers, collectively, to Insurance Auto Auctions, Inc., a wholly-owned subsidiary of KAR Auction Services, and Insurance Auto Auctions, Inc.'s subsidiaries and other related entities, including HBC Vehicle Services ("HBC"); and


•	"KAR Auction Services" refers to KAR Auction Services, Inc. and not to its subsidiaries.

Business and Nature of Operations

As of March 31, 2016 , we have a North American network of 66 ADESA whole car auction sites and 173 IAA salvage vehicle auction sites; in addition, we offer online auctions for both whole car and salvage vehicles. IAA also includes HBC Vehicle Services, which operates from 10 locations in the United Kingdom. Our auctions facilitate the sale of used and salvage vehicles through physical, online or hybrid auctions, which permit Internet buyers to participate in physical auctions. ADESA and IAA are leading, national providers of wholesale and salvage vehicle auctions and related vehicle remarketing services for the automotive industry in North America. ADESA's online service offerings include customized private label solutions powered with software developed by its wholly-owned subsidiary, OPENLANE, that allow our institutional consignors (automobile manufacturers, captive finance companies and other institutions) to offer vehicles via the Internet prior to arrival at the physical auction. Remarketing services include a variety of activities designed to transfer used and salvage vehicles between sellers and buyers throughout the vehicle life cycle. ADESA and IAA facilitate the exchange of these vehicles through an auction marketplace, which aligns sellers and buyers. As an agent for customers, the Company generally does not take title to or ownership of vehicles sold at the auctions. Generally, fees are earned from the seller and buyer on each successful auction transaction in addition to fees earned for ancillary services.

ADESA has the second largest used vehicle auction network in North America, based upon the number of used vehicles sold through auctions annually, and also provides services such as inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services. ADESA is able to serve the diverse and multi-faceted needs of its customers through the wide range of services offered.

IAA is one of the leading providers of salvage vehicle auctions and related services. The salvage auctions facilitate the remarketing of damaged vehicles that are designated as total losses by insurance companies, recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made, purchased vehicles and older model vehicles donated to charity or sold by dealers in salvage auctions. The salvage auction business specializes in providing services such as inbound transportation logistics, inspections, evaluations, salvage recovery services, titling and settlement administrative services.

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

AFC is a leading provider of floorplan financing to independent used vehicle dealers and this financing is provided through 118 locations throughout the United States and Canada as of March 31, 2016 . Floorplan financing supports independent used vehicle dealers in North America who purchase vehicles at ADESA, IAA, other used vehicle and salvage auctions and non-auction purchases. In addition to floorplan financing, AFC also provides independent used vehicle dealers with other related services and products, such as vehicle service contracts.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. Operating results for interim periods are not necessarily indicative of results that may be expected for the year as a whole. In the opinion of management, the consolidated financial statements reflect all adjustments, generally consisting of normal recurring accruals, necessary for a fair statement of our results of operations, cash flows and financial position for the periods presented. These consolidated financial statements and condensed notes to consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015 , as filed with the Securities and Exchange Commission on February 18, 2016. The 2015 year-end consolidated balance sheet data included in this Form 10-Q was derived from the audited financial statements referenced above and does not include all disclosures required by U.S. GAAP for annual financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates.

Unamortized Debt Issuance Costs

Debt issuance costs reflect the expenditures incurred in conjunction with term loan debt, the revolving credit facility and the U.S. and Canadian receivables purchase agreements. The debt issuance costs are being amortized to interest expense using the effective interest method or the straight-line method, as applicable, over the lives of the related debt issues.

We adopted Accounting Standards Update (“ASU”) 2015-03, Interest- Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , in the first quarter of 2016. The update required debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The new guidance represents a change in accounting principle and required retrospective application. As shown in the table below, we have reclassified unamortized debt issuance costs previously reported as of December 31, 2015 (in millions) :



	Originally Reported		Reclassified			As Adjusted
Unamortized debt issuance costs	$	20.3	$	(20.3	)	$	—
Obligations collateralized by finance receivables	1,201.2		(12.2		)	1,189.0
Long-term debt	1,719.3		(8.1		)	1,711.2

New Accounting Standards

In March 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The update changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on the consolidated financial statements.

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which replaces existing lease guidance. The ASU is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet, with an exception for leases that meet the definition of a short-term lease. The new guidance will continue to classify leases as either finance or operating, with classification affecting the pattern of expense recognition in the statement of income. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted and the ASU is required to be applied with a modified retrospective approach to each prior reporting period presented with various optional practical expedients. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which superseded the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition . The new guidance provides clarification on the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosures to help financial statement users better understand the nature, amount, timing and uncertainty of revenue that is recognized. In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU 2014-09 by one year. In accordance with the agreed upon delay, the new guidance is effective for the first annual reporting period and interim periods beginning after December 15, 2017, and will require either retrospective application to each prior reporting period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

Note 2—Acquisitions

In February 2016, ADESA signed a definitive agreement to acquire auctions owned by the Brasher family. On April 1, 2016, ADESA completed the acquisition of Brasher's eight auctions for $275 million in cash. The acquisition strengthens ADESA's western U.S. footprint. In 2015, Brasher's had revenue of approximately $140 million . The purchase accounting related to this acquisition is incomplete. Financial results for Brasher's will be included in our consolidated financial statements beginning in the second quarter of 2016.

In March 2016, ADESA signed a definitive agreement to acquire Sanford Auto Dealers Exchange ("SADE"). SADE will expand ADESA's geographic footprint in central Florida. The closing of the transaction is subject to customary conditions and is expected to close in the second quarter of 2016.

Note 3—Stock and Stock-Based Compensation Plans

We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan") in December 2009. The Omnibus Plan is intended to provide equity or cash-based awards to our employees. Our stock-based compensation expense has included expense associated with KAR Auction Services, Inc. performance-based restricted stock units ("PRSUs"), service-based restricted stock units ("RSUs") and service options. We have classified the KAR Auction Services, Inc. PRSUs, RSUs and service options as equity awards.

The total income tax benefit recognized in the consolidated statement of income for PRSUs, RSUs and options was approximately $2.0 million and $1.0 million for the three months ended March 31, 2016 and 2015 , respectively. The following table summarizes our stock-based compensation expense by type of award (in millions) :



	Three Months Ended March 31,
	2016		2015
PRSUs	$	3.1	$	1.3
RSUs	1.5		0.4
Service options	0.6		0.9
Total stock-based compensation expense	$	5.2	$	2.6

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

PRSUs and RSUs

In the first quarter of 2016, we granted a target amount of approximately 0.3 million PRSUs to certain executive officers and management of the Company. The PRSUs vest if and to the extent that the Company's three -year operating adjusted earnings per share attains certain specified goals. In addition, approximately 0.3 million RSUs were granted to certain executive officers and management of the Company. The RSUs are contingent upon continued employment and vest in three equal annual installments. The weighted average grant date fair value of the PRSUs and the RSUs was $34.73 per share, which was determined using the closing price of the Company's common stock on the date of grant. The PRSU and RSU grants were made pursuant to the Company’s Policy on Granting Equity Awards.

Share Repurchase Program

In October 2014, the board of directors authorized a repurchase of up to $300 million of the Company’s outstanding common stock, par value $0.01 per share, through October 28, 2016 . Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. For the year ended December 31, 2015, we repurchased and retired a total of 744,900 shares of common stock in the open market at a weighted average price of $37.04 per share.

In August 2015, as part of the authorized program to repurchase common stock noted above, the Company entered into an accelerated share repurchase agreement under which it paid $200 million for an initial delivery of approximately 4.6 million shares of its common stock. The initial delivery of shares represented 90% of the shares anticipated to be repurchased based on current market prices at that time. The initial delivery of shares also resulted in an immediate reduction in the number of shares used to calculate the weighted average common shares outstanding for basic and diluted net income per share. The Company settled the accelerated share repurchase agreement in January 2016 and received approximately 0.8 million additional shares of its common stock based on an adjusted volume weighted average price of its stock over the period. In total, 5,413,274 shares were repurchased under the accelerated share repurchase agreement at an average repurchase price of $36.95 per share.

Note 4—Net Income Per Share

The following table sets forth the computation of net income per share (in millions except per share amounts) :



	Three Months Ended March 31,
	2016		2015
Net income	$	60.7	$	54.5
Weighted average common shares outstanding	137.2		141.4
Effect of dilutive stock options and restricted stock awards	1.8		2.5
Weighted average common shares outstanding and potential common shares	139.0		143.9
Net income per share
Basic	$	0.44	$	0.39
Diluted	$	0.44	$	0.38

Basic net income per share was calculated by dividing net income by the weighted average number of outstanding common shares for the period. Diluted net income per share was calculated consistent with basic net income per share including the effect of dilutive unissued common shares related to our stock-based employee compensation program. The effect of stock options and restricted stock on net income per share-diluted is determined through the application of the treasury stock method, whereby net proceeds received by the Company based on assumed exercises are hypothetically used to repurchase our common stock at the average market price during the period. Stock options that would have an anti-dilutive effect on net income per diluted share and PRSUs subject to performance conditions which have not yet been satisfied are excluded from the calculations. No options were excluded from the calculation of diluted net income per share for the three months ended March 31, 2016 and 2015 , respectively. In addition, approximately 0.5 million and approximately 0.3 million PRSUs were

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

excluded from the calculation of diluted net income per share for the three months ended March 31, 2016 and 2015 , respectively. Total options outstanding at March 31, 2016 and 2015 were 3.7 million and 5.1 million , respectively.

Note 5—Finance Receivables and Obligations Collateralized by Finance Receivables

AFC sells the majority of its U.S. dollar denominated finance receivables on a revolving basis and without recourse to a wholly-owned, bankruptcy remote, consolidated, special purpose subsidiary ("AFC Funding Corporation"), established for the purpose of purchasing AFC's finance receivables. A securitization agreement allows for the revolving sale by AFC Funding Corporation to a group of bank purchasers of undivided interests in certain finance receivables subject to committed liquidity. AFC Funding Corporation had committed liquidity of $1.25 billion for U.S. finance receivables at March 31, 2016 .

In March 2016, AFC and AFC Funding Corporation entered into Amendment No. 1 (the "Amendment") to the Sixth Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement”). The Amendment increased AFC Funding's U.S. committed liquidity from $1.15 billion to $1.25 billion . The maturity date of the Receivables Purchase Agreement remains June 29, 2018. We capitalized approximately $0.8 million of costs in connection with the Amendment.

We also have an agreement for the securitization of Automotive Finance Canada Inc.'s ("AFCI") receivables which expires on June 29, 2018. AFCI's committed facility is provided through a third party conduit (separate from the U.S. facility) and was C$125 million at March 31, 2016 . The receivables sold pursuant to both the U.S. and Canadian securitization agreements are accounted for as secured borrowings.

The following tables present quantitative information about delinquencies, credit losses less recoveries ("net credit losses") and components of securitized financial assets and other related assets managed. For purposes of this illustration, delinquent receivables are defined as receivables 31 days or more past due.



	March 31, 2016				Net Credit Losses Three Months Ended March 31, 2016
	Principal Amount of:
(in millions)	Receivables		Receivables Delinquent
Floorplan receivables	$	1,698.7	$	7.4	$	5.3
Other loans	6.8		—		—
Total receivables managed	$	1,705.5	$	7.4	$	5.3



	December 31, 2015				Net Credit Losses Three Months Ended March 31, 2015
	Principal Amount of:
(in millions)	Receivables		Receivables Delinquent
Floorplan receivables	$	1,635.5	$	7.0	$	3.2
Other loans	5.5		—		—
Total receivables managed	$	1,641.0	$	7.0	$	3.2

AFC's allowance for losses was $9.3 million and $9.0 million at March 31, 2016 and December 31, 2015 , respectively.

As of March 31, 2016 and December 31, 2015 , $1,654.6 million and $1,626.6 million , respectively, of finance receivables and a cash reserve of 1 percent of the obligations collateralized by finance receivables served as security for the obligations collateralized by finance receivables. Obligations collateralized by finance receivables consisted of the following:

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)



	March 31, 2016			December 31, 2015
Obligations collateralized by finance receivables, gross	$	1,214.7		$	1,201.2
Unamortized securitization issuance costs	(11.8		)	(12.2		)
Obligations collateralized by finance receivables	$	1,202.9		$	1,189.0

Proceeds from the revolving sale of receivables to the bank facilities are used to fund new loans to customers. AFC, AFC Funding Corporation and AFCI must maintain certain financial covenants including, among others, limits on the amount of debt AFC and AFCI can incur, minimum levels of tangible net worth, and other covenants tied to the performance of the finance receivables portfolio. The securitization agreements also incorporate the financial covenants of our Credit Facility. At March 31, 2016 , we were in compliance with the covenants in the securitization agreements.

Note 6—Long-Term Debt

Long-term debt consisted of the following (in millions) :



	Interest Rate *		Maturity	March 31, 2016			December 31, 2015
Term Loan B-1	LIBOR	+ 2.50%	March 11, 2017	$	—		$	637.2
Term Loan B-2	Adjusted LIBOR	+ 3.1875%	March 11, 2021	1,097.6			1,098.0
Term Loan B-3	Adjusted LIBOR	+ 3.50%	March 9, 2023	1,350.0			—
Revolving credit facility	Adjusted LIBOR	+ 2.50%	March 9, 2021	—			—
Old revolving credit facility	LIBOR	+ 2.25%	March 11, 2019	—			140.0
Canadian line of credit	CAD Prime	+ 0.50%	Repayable upon demand	—			—
Total debt				2,447.6			1,875.2
Unamortized debt issuance costs/discounts				(37.4		)	(10.1		)
Current portion of long-term debt				(24.7		)	(153.9		)
Long-term debt				$	2,385.5		$	1,711.2

* The interest rates presented in the table above represent the rates in place at March 31, 2016 .

Credit Facility

On March 9, 2016, we entered into an Incremental Commitment Agreement and First Amendment (the "First Amendment") to the Credit Agreement. The First Amendment provided for, among other things, (i) a new seven -year senior secured term loan facility ("Term Loan B-3") and (ii) a $300 million , five -year senior secured revolving credit facility (the "revolving credit facility"), which replaced the previously existing revolving credit facility (the "old revolving credit facility"). The proceeds received from Term Loan B-3 were used to repay in full Term Loan B-1 and the amount outstanding on the old revolving credit facility. No early termination penalties were incurred by the Company; however, we incurred a non-cash loss on the extinguishment of debt of $4.0 million in the first quarter of 2016. The loss was a result of the write-off of unamortized debt issuance costs associated with Term Loan B-1 and the old revolving credit facility. The First Amendment did not change the amount outstanding on Term Loan B-2, but did increase its interest rate margin. In addition, we capitalized approximately $18.0 million of debt issuance costs in connection with the First Amendment.

The Credit Facility is available for letters of credit, working capital, permitted acquisitions and general corporate purposes. The Credit Agreement provides that with respect to the revolving credit facility, up to $75 million is available for letters of credit and up to $75 million is available for swing line loans.

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

principal amounts of the term loans, respectively. Such payments commenced on June 30, 2014 for Term Loan B-2 and will commence on June 30, 2016 for Term Loan B-3, with the balances payable at each respective maturity date. In addition, the Credit Facility is subject to mandatory prepayments and reduction in an amount equal to the net proceeds of certain debt offerings, certain asset sales and certain insurance recovery events.

The obligations of the Company under the Credit Facility are guaranteed by certain of our domestic subsidiaries (the "Subsidiary Guarantors") and are secured by substantially all of the assets of the Company and the Subsidiary Guarantors, including but not limited to: (a) pledges of and first priority perfected security interests in 100% of the equity interests of certain of the Company's and the Subsidiary Guarantors' domestic subsidiaries and 65% of the equity interests of certain of the Company's and the Subsidiary Guarantors' first tier foreign subsidiaries and (b) perfected first priority security interests in substantially all other tangible and intangible assets of the Company and each Subsidiary Guarantor, subject to certain exceptions. The Credit Agreement contains affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with our affiliates. The Credit Agreement also requires us to maintain a maximum leverage ratio, provided there are revolving loans outstanding. We were in compliance with the covenants in the Credit Agreement at March 31, 2016 .

As set forth in the Credit Agreement, Term Loan B-2 bears interest at Adjusted LIBOR (as defined in the Credit Agreement) plus 3.1875% (with an Adjusted LIBOR floor of 0.75% per annum), Term Loan B-3 at Adjusted LIBOR (as defined in the Credit Agreement) plus 3.50% (with an Adjusted LIBOR floor of 0.75% per annum) and revolving loan borrowings at Adjusted LIBOR plus 2.50% . However, for specified types of borrowings, the Company may elect to make Term Loan B-2 borrowings at a Base Rate (as defined in the Credit Agreement) plus 2.1875% , Term Loan B-3 at a Base Rate plus 2.50% and revolving loan borrowings at a Base Rate plus 1.50% . The rates on Term Loan B-2 and Term Loan B-3 were 3.94% and 4.25% at March 31, 2016 , respectively. In addition, if the Company reduces its Consolidated Senior Secured Leverage Ratio, which is based on a net debt calculation, to levels specified in the Credit Agreement, the applicable interest rate on the revolving credit facility will step down by 25 basis points. The Company also pays a commitment fee of 40 basis points, payable quarterly, on the average daily unused amount of the revolving credit facility. The fee may step down to 35 basis points based on the Company's Consolidated Senior Secured Leverage Ratio as described above.

On March 31, 2016 there were no borrowings on the revolving credit facility and $140.0 million was drawn on the old revolving credit facility at December 31, 2015 . In addition, we had related outstanding letters of credit in the aggregate amount of $28.0 million at March 31, 2016 and December 31, 2015 , which reduce the amount available for borrowings under the respective revolving credit facility.

Fair Value of Debt

As of March 31, 2016 , the estimated fair value of our long-term debt amounted to $2,447.6 million . The estimates of fair value were based on broker-dealer quotes for our debt as of March 31, 2016 . The estimates presented on long-term financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange.

Note 7—Derivatives

We are exposed to interest rate risk on our variable rate borrowings. Accordingly, interest rate fluctuations affect the amount of interest expense we are obligated to pay. We use interest rate derivatives with the objective of managing exposure to interest rate movements, thereby reducing the effect of interest rate changes and the effect they could have on future cash flows. Currently, interest rate cap agreements are used to accomplish this objective.

•

In August 2015, we purchased three interest rate caps for an aggregate amount of approximately $1.5 million with an aggregate notional amount of $800 million to manage our exposure to interest rate movements on our variable rate Credit Facility when three-month LIBOR (i) exceeds 2.0% between August 19, 2015 (the effective date) and September 29, 2016 and (ii) exceeds 1.75% between September 30, 2016 and August 19, 2017 (the maturity date).


•	In April 2015, we purchased two interest rate caps for an aggregate amount of approximately $0.7 million with an aggregate notional amount of $400 million to manage our exposure to interest rate movements on our variable rate Credit Facility when three-month LIBOR exceeds 1.5% . The interest rate cap agreements each had an effective date of April 16, 2015 and each matures on March 31, 2017.

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

We are exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging , requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks. The following table presents the fair value of our interest rate derivatives included in the consolidated balance sheets for the periods presented ( in millions ):

Asset Derivatives

March 31, 2016

December 31, 2015

Derivatives Not Designated as Hedging Instruments

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

2015 Interest rate caps

Other assets

0.1

Other assets

0.7

We have not designated any of the interest rate caps as hedges for accounting purposes. Accordingly, changes in the fair value of the interest rate caps are recognized as "Interest expense" in the consolidated statement of income. The following table presents the effect of the interest rate derivatives on our consolidated statements of income for the periods presented ( in millions ):



	Location of Gain / (Loss) Recognized in Income on Derivatives	Amount of Gain / (Loss) Recognized in Income on Derivatives
		Three Months Ended March 31,
Derivatives Not Designated as Hedging Instruments		2016			2015
2015 Interest rate caps	Interest expense	$	(0.6	)	N/A

Note 8—Commitments and Contingencies

We are involved in litigation and disputes arising in the ordinary course of business, such as actions related to injuries; property damage; handling, storage or disposal of vehicles; environmental laws and regulations; and other litigation incidental to the business such as employment matters and dealer disputes. Management considers the likelihood of loss or the incurrence of a liability, as well as the 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 (or range of possible losses) can be reasonably estimated. Management regularly evaluates current information available to determine whether accrual amounts should be adjusted. Accruals for contingencies including litigation and environmental matters are included in "Other accrued expenses" at undiscounted amounts and exclude claims for recoveries from insurance or other third parties. These accruals are adjusted periodically as assessment and remediation efforts progress, or as additional technical or legal information becomes available. If the amount of an actual loss is greater than the amount accrued, this could have an adverse impact on our operating results in that period. Such matters are generally not, in the opinion of management, likely to have a material adverse effect on our financial condition, results of operations or cash flows. Legal fees are expensed as incurred. There has been no significant change in the legal and regulatory proceedings which were disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.

Note 9—Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consisted of the following ( in millions ):



	March 31, 2016			December 31, 2015
Foreign currency translation loss	$	(31.6	)	$	(40.3	)
Unrealized gain on postretirement benefit obligation, net of tax	0.1			0.1
Accumulated other comprehensive loss	$	(31.5	)	$	(40.2	)

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

Note 10—Segment Information

ASC 280, Segment Reporting , requires reporting of segment information that is consistent with the manner in which the chief operating decision maker operates and views the Company. Our operations are grouped into three operating segments: ADESA Auctions, IAA and AFC, which also serve as our reportable business segments. These reportable business segments offer different services and have fundamental differences in their operations.

The holding company is maintained separately from the three reportable segments and includes expenses associated with the corporate office, such as salaries, benefits and travel costs for the corporate management team, certain human resources, information technology and accounting costs, and certain insurance, treasury, legal and risk management costs. Holding company interest expense includes the interest expense incurred on capital leases and the corporate debt structure. Intercompany charges relate primarily to interest on intercompany debt or receivables and certain administrative costs allocated by the holding company.

Financial information regarding our reportable segments is set forth below for the three months ended March 31, 2016 (in millions) :



	ADESA Auctions			IAA			AFC			Holding Company			Consolidated
Operating revenues	$	401.5		$	269.6		$	73.9		$	—		$	745.0
Operating expenses
Cost of services (exclusive of depreciation and amortization)	225.1			173.5			20.1			—			418.7
Selling, general and administrative	76.6			25.7			7.5			31.3			141.1
Depreciation and amortization	22.5			21.3			7.7			4.9			56.4
Total operating expenses	324.2			220.5			35.3			36.2			616.2
Operating profit (loss)	77.3			49.1			38.6			(36.2		)	128.8
Interest expense	0.1			—			7.8			20.8			28.7
Other (income) expense, net	(0.6		)	(0.3		)	—			(0.4		)	(1.3		)
Loss on extinguishment of debt	—			—			—			4.0			4.0
Intercompany expense (income)	15.2			9.6			(7.8		)	(17.0		)	—
Income (loss) before income taxes	62.6			39.8			38.6			(43.6		)	97.4
Income taxes	23.3			14.9			14.6			(16.1		)	36.7
Net income (loss)	$	39.3		$	24.9		$	24.0		$	(27.5	)	$	60.7
Total assets	$	3,085.4		$	1,265.0		$	2,068.6		$	71.1		$	6,490.1

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KAR Auction Services, Inc.

Notes to Consolidated Financial Statements (Continued)

March 31, 2016 (Unaudited)

Financial information regarding our reportable segments is set forth below for the three months ended March 31, 2015 (in millions) :



	ADESA Auctions			IAA			AFC			Holding Company			Consolidated
Operating revenues	$	328.0		$	238.0		$	66.4		$	—		$	632.4
Operating expenses
Cost of services (exclusive of depreciation and amortization)	187.1			146.6			18.4			—			352.1
Selling, general and administrative	68.5			22.1			7.1			23.8			121.5
Depreciation and amortization	20.2			19.6			7.8			3.3			50.9
Total operating expenses	275.8			188.3			33.3			27.1			524.5
Operating profit (loss)	52.2			49.7			33.1			(27.1		)	107.9
Interest expense	0.2			—			5.1			15.7			21.0
Other (income) expense, net	(0.6		)	(0.2		)	(1.5		)	0.1			(2.2		)
Intercompany expense (income)	15.2			9.6			(4.3		)	(20.5		)	—
Income (loss) before income taxes	37.4			40.3			33.8			(22.4		)	89.1
Income taxes	14.9			15.3			12.8			(8.4		)	34.6
Net income (loss)	$	22.5		$	25.0		$	21.0		$	(14.0	)	$	54.5
Total assets	$	2,408.6		$	1,238.9		$	1,755.9		$	58.0		$	5,461.4

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made in this report on Form 10-Q that are not historical facts (including, but not limited to, expectations, estimates, assumptions and projections regarding the industry, business, future operating results, potential acquisitions and anticipated cash requirements) may be forward-looking statements. Words such as "should," "may," "will," "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" and similar expressions identify forward-looking statements. Such statements, including statements regarding our future growth; anticipated cost savings, revenue increases and capital expenditures; dividend declarations and payments; common stock repurchases; strategic initiatives, greenfields and acquisitions; our competitive position and retention of customers; and our continued investment in information technology, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 18, 2016. Some of these factors include:


•	increases in the number of used vehicles purchased on virtual auction platforms;


•	business development activities, including greenfields, acquisitions and integration of acquired businesses;


•	significant current competition and the introduction of new competitors;


•	our ability to effectively maintain or update information and technology systems;


•	our ability to implement and maintain measures to protect against cyber-attacks;


•	changes in the market value of vehicles auctioned, including changes in the actual cash value of salvage vehicles;


•	fluctuations in consumer demand for and in the supply of used, leased and salvage vehicles and the resulting impact on auction sales volumes, conversion rates and loan transaction volumes;


•	trends in new and used vehicle sales and incentives, including wholesale used vehicle pricing;


•	the ability of consumers to lease or finance the purchase of new and/or used vehicles;


•	the ability to recover or collect from delinquent or bankrupt customers;


•	economic conditions including fuel prices, commodity prices, foreign exchange rates and interest rate fluctuations;


•	trends in the vehicle remarketing industry;


•	trends in the number of commercial vehicles being brought to auction, in particular off-lease volumes;


•	changes in the volume of vehicle production, including capacity reductions at the major original equipment manufacturers;


•	laws, regulations and industry standards, including changes in regulations governing the sale of used vehicles, the processing of salvage vehicles and commercial lending activities;


•	competitive pricing pressures;


•	costs associated with the acquisition of businesses or technologies;


•	our ability to successfully implement our business strategies or realize expected cost savings and revenue enhancements;


•	our ability to maintain our brand and protect our intellectual property;


•	our ability to develop and implement information systems responsive to customer needs;


•	the costs of environmental compliance and/or the imposition of liabilities under environmental laws and regulations;


•	weather, including increased expenses as a result of catastrophic events;


•	general business conditions;

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•	our substantial amount of debt;


•	restrictive covenants in our debt agreements;


•	our assumption of the settlement risk for vehicles sold;


•	any losses of key personnel;


•	litigation developments;


•	our self-insurance for certain risks;


•	interruptions to service from our workforce;


•	any impairment to our goodwill or other intangible assets;


•	changes in effective tax rates;


•	changes to accounting standards; and


•	other risks described from time to time in our filings with the SEC.

Many of these risk factors are outside of our control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements in this document are made as of the date on which they are made and we do not undertake to update our forward-looking statements.

Our future growth depends on a variety of factors, including our ability to increase vehicle sold volumes and loan transaction volumes, expand our product and service offerings, including information systems development, acquire and integrate additional business entities, manage expansion, control costs in our operations, introduce fee increases, and retain our executive officers and key employees. We cannot predict whether our growth strategy will be successful. In addition, we cannot predict what portion of overall sales will be conducted through online auctions or other remarketing methods in the future and what impact this may have on our auction business.

Overview

We provide whole car auction services in North America and salvage auction services in North America and the United Kingdom. Our business is divided into three reportable business segments, each of which is an integral part of the vehicle remarketing industry: ADESA Auctions, IAA and AFC.

•

The ADESA Auctions segment serves a domestic and international customer base through live and online auctions and through 66 whole car auction facilities in North America that are developed and strategically located to draw professional sellers and buyers together and allow the buyers to inspect and compare vehicles remotely or in person. Through ADESA.com, powered by OPENLANE technology, ADESA offers comprehensive private label remarketing solutions to automobile manufacturers, captive finance companies and other institutions to offer vehicles via the Internet prior to arrival at the physical auction. Vehicles at ADESA's auctions are typically sold by commercial fleet operators, financial institutions, rental car companies, new and used vehicle dealers and vehicle manufacturers and their captive finance companies to franchise and independent used vehicle dealers. ADESA also provides value-added ancillary services including inbound and outbound transportation logistics, reconditioning, vehicle inspection and certification, titling, administrative and collateral recovery services.

•

The IAA segment serves a domestic and international customer base through live and online auctions and through 173 salvage vehicle auction sites in the United States and Canada at March 31, 2016 . IAA also includes HBC Vehicle Services ("HBC"), which operates from 10 locations in the United Kingdom. The salvage auctions facilitate the remarketing of damaged vehicles designated as total losses by insurance companies, charity donation vehicles, recovered stolen (or theft) vehicles and low value used vehicles. The salvage auction business specializes in providing services such as inbound transportation, titling, salvage recovery and claims settlement administrative services.


•	The AFC segment provides short-term, inventory-secured financing, known as floorplan financing, primarily to independent used vehicle dealers. At March 31, 2016 , AFC conducted business at 118 locations in the United States and Canada. The Company also sells vehicle service contracts through Preferred Warranties, Inc. ("PWI").

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The holding company is maintained separately from the three reportable segments and includes expenses associated with the corporate office, such as salaries, benefits and travel costs for our management team, certain human resources, information technology and accounting costs, and certain insurance, treasury, legal and risk management costs. Holding company interest expense includes the interest expense incurred on capital leases and the corporate debt structure. Intercompany charges relate primarily to interest on intercompany debt or receivables and certain administrative costs allocated by the holding company.

Industry Trends

Whole Car

Used vehicles sold in North America through whole car auctions, including online only sales, were approximately 8.7 million, 9.2 million and an estimated 9.8 million in 2013 , 2014 and 2015 , respectively. We estimate that used vehicle auction volumes in North America, including online only volumes, will be approximately 10 million units in 2016 and over 10 million units in 2017 and 2018. Our estimates are based on information from the Bureau of Economic Analysis, IHS Automotive, Kontos Total Market Estimates, NAAA's 2014 Annual Review and management estimates. The anticipated improvement is the result of more off-lease, repossessed, rental and dealer consignment vehicles entering the market.

Salvage

Vehicles deemed a total loss by automobile insurance companies represent the largest category of vehicles sold in the salvage vehicle auction industry. The percentage of claims resulting in total losses was approximately 16% in 2015 and 14% in 2014 and 2013 . There is no central reporting system for the salvage vehicle auction industry that tracks the number of salvage vehicle auction volumes in any given year, which makes estimating industry volumes difficult.

Fluctuations in used vehicle and commodity pricing (aluminum, steel, etc.) have an impact on proceeds received in the salvage vehicle auction industry. In times of rising prices, as the industry experienced over the last few years, revenue and gross profit are positively impacted. If used vehicle and commodity prices decrease, as the industry is experiencing now, proceeds, revenue and gross profit at salvage auctions may be negatively impacted, which could adversely affect the level of profitability. For example, the average price per ton of crushed auto bodies has decreased from $312 in December 2013 to $198 in December 2014 to $115 in December 2015. This reduction in the price of crushed auto bodies has had an adverse impact on the value of salvage vehicles being sold in the salvage auction industry and resulted in reduced revenue per vehicle sold and gross profit.

Automotive Finance

AFC works with independent used vehicle dealers to improve their results by providing a comprehensive set of business and financial solutions that leverages its local branches, industry experience and scale, as well as KAR affiliations. Over the last few years, the U.S. independent used vehicle dealer base has rebounded from approximately 36,000 dealers in 2009 to about 37,000 dealers in 2015 . During this time, AFC's North American dealer base grew from over 9,700 dealers in 2009 to over 14,400 dealers in 2015 and loan transactions, which includes both loans paid off and loans curtailed, grew from approximately 800,000 in 2009 to approximately 1,607,000 in 2015 . As a result of this increased activity, AFC is experiencing increased competition.

Key challenges for the independent used vehicle dealer include demand for used vehicles, disruptions in pricing of used vehicle inventory and lack of access to consumer financing. These same challenges, to the extent they occur, could result in a material negative impact on AFC's results of operations. A significant decline in used vehicle sales would result in a decrease in consumer auto loan originations and an increased number of dealers defaulting on their loans. In addition, volatility in wholesale vehicle pricing impacts the value of recovered collateral on defaulted loans and the resulting severity of credit losses at AFC.

AFC implemented a number of strategic initiatives in recent years to enhance credit standards, improve portfolio risk management and enhance the customer experience. Additionally, in June 2013, the Company acquired PWI, a vehicle service contract business, as part of its strategy to provide additional services to independent used vehicle dealers. These initiatives, along with the current industry environment, have enabled AFC to increase its penetration of the independent dealer base while maintaining a high level of portfolio quality, evidenced by low levels of net credit losses and a managed portfolio which was over 99 percent current at March 31, 2016 .

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Seasonality

The volume of vehicles sold through our auctions generally fluctuates from quarter-to-quarter. This seasonality is caused by several factors including weather, the timing of used vehicles available for sale from selling customers, the availability and quality of salvage vehicles, holidays, and the seasonality of the retail market for used vehicles, which affects the demand side of the auction industry. Used vehicle auction volumes tend to decline during prolonged periods of winter weather conditions. In addition, mild weather conditions and decreases in traffic volume can each lead to a decline in the available supply of salvage vehicles because fewer traffic accidents occur, resulting in fewer damaged vehicles overall. As a result, revenues and operating expenses related to volume will fluctuate accordingly on a quarterly basis. The fourth calendar quarter typically experiences lower used vehicle auction volume as well as additional costs associated with the holidays and winter weather.

Sources of Revenues and Expenses

Our revenue is derived from auction fees and related services associated with our whole car and salvage auctions, and from dealer financing fees, interest income and other service revenue at AFC. Although auction revenues primarily include the auction services and related fees, our related receivables and payables include the gross value of the vehicles sold.

Our operating expenses consist of cost of services, selling, general and administrative and depreciation and amortization. Cost of services is composed of payroll and related costs, subcontract services, the cost of vehicles sold under purchase contracts, supplies, insurance, property taxes, utilities, service contract claims, maintenance and lease expense related to the auction sites and loan offices. Cost of services excludes depreciation and amortization. Selling, general and administrative expenses are composed of payroll and related costs, sales and marketing, information technology services and professional fees.

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Results of Operations

Overview of Results of KAR Auction Services, Inc. for the Three Months Ended March 31, 2016 and 2015 :



	Three Months Ended March 31,
(Dollars in millions except per share amounts)	2016			2015
Revenues
ADESA	$	401.5		$	328.0
IAA	269.6			238.0
AFC	73.9			66.4
Total revenues	745.0			632.4
Cost of services*	418.7			352.1
Gross profit*	326.3			280.3
Selling, general and administrative	141.1			121.5
Depreciation and amortization	56.4			50.9
Operating profit	128.8			107.9
Interest expense	28.7			21.0
Other income, net	(1.3		)	(2.2		)
Loss on extinguishment of debt	4.0			—
Income before income taxes	97.4			89.1
Income taxes	36.7			34.6
Net income	$	60.7		$	54.5
Net income per share
Basic	$	0.44		$	0.39
Diluted	$	0.44		$	0.38

* Exclusive of depreciation and amortization

Revenue

For the three months ended March 31, 2016 , we had revenue of $745.0 million compared with revenue of $632.4 million for the three months ended March 31, 2015 , an increase of 18%. For a further discussion of revenues, gross profit and selling, general and administrative expenses, see the segment results discussions below.

Depreciation and Amortization

Depreciation and amortization increased $5.5 million, or 11%, to $56.4 million for the three months ended March 31, 2016 , compared with $50.9 million for the three months ended March 31, 2015 . The increase in depreciation and amortization was primarily the result of certain assets placed in service over the last twelve months and depreciation and amortization for the assets of businesses acquired in 2015.

Interest Expense

Interest expense increased $7.7 million, or 37%, to $28.7 million for the three months ended March 31, 2016 , compared with $21.0 million for the three months ended March 31, 2015 . The increase was primarily attributable to the interest associated with the new Term Loan B-3, as well as the interest associated with outstanding revolver borrowings prior to the completion of the debt refinancing in March 2016. In addition, there was an increase in interest expense at AFC of approximately $2.7 million, which resulted from an increase in the average U.S. portfolio financed for the three months ended March 31, 2016 as compared with the three months ended March 31, 2015 .

Loss on Extinguishment of Debt

In March 2016, we amended our Credit Agreement and recorded a $4.0 million pretax charge resulting from the write-off of unamortized debt issue costs associated with Term Loan B-1 and unamortized debt issue costs associated with the old revolving credit facility.

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Income Taxes

We had an effective tax rate of 37.7% for the three months ended March 31, 2016 , compared with an effective tax rate of 38.8% for the three months ended March 31, 2015 . Excluding the effect of the discrete items, our effective tax rate for the three months ended March 31, 2016 and 2015 would have been 38.0% and 37.6%, respectively.

Impact of Foreign Currency

The strengthening of the U.S. dollar has had a significant impact on the reporting of our Canadian operations in U.S. dollars. For the three months ended March 31, 2016 , fluctuations in the Canadian exchange rate decreased revenue by $8.2 million, operating profit by $2.7 million, net income by $1.4 million and net income per diluted share by $0.01.

ADESA Results



	Three Months Ended March 31,
(Dollars in millions)	2016		2015
ADESA revenue	$	401.5	$	328.0
Cost of services*	225.1		187.1
Gross profit*	176.4		140.9
Selling, general and administrative	76.6		68.5
Depreciation and amortization	22.5		20.2
Operating profit	$	77.3	$	52.2

* Exclusive of depreciation and amortization

Revenue

Revenue from ADESA increased $73.5 million, or 22%, to $401.5 million for the three months ended March 31, 2016 , compared with $328.0 million for the three months ended March 31, 2015 . The increase in revenue was primarily a result of a 17% increase in the number of vehicles sold, as well as a 5% increase in revenue per vehicle sold, which included an increase in revenue of $16.6 million for businesses acquired in the last 12 months and a decrease in revenue of $5.9 million due to fluctuations in the Canadian exchange rate.

The increase in volume sold was primarily attributable to a 21% increase in institutional volume, including vehicles sold on our online only platform, as well as a 10% increase in dealer consignment units sold for the three months ended March 31, 2016 compared with the three months ended March 31, 2015 . Online sales volume for ADESA represented approximately 43% of the total vehicles sold in the first quarter of 2016 , compared with approximately 40% in the first quarter of 2015 . "Online sales" includes the following: (i) selling vehicles directly from a dealership or other interim storage location (upstream selling); (ii) online solutions that offer vehicles for sale while in transit to auction locations (midstream selling); (iii) simultaneously broadcasting video and audio of the physical auctions to online bidders (LiveBlock ^® ); and (iv) bulletin-board or real-time online auctions (DealerBlock ^® ). Both the upstream and midstream selling represent online only sales, which accounted for over half of ADESA's online sales volume. ADESA sold approximately 188,000 and 141,000 vehicles through its online only offerings in the first quarter of 2016 and 2015 , respectively, of which approximately 92,000 and 84,000 represented vehicle sales to grounding dealers in the first quarter of 2016 and 2015 , respectively. For the three months ended March 31, 2016 and 2015 , dealer consignment vehicles represented approximately 47% of used vehicles sold at ADESA physical auction locations. Vehicles sold at physical auction locations increased 12% in the first quarter of 2016 , compared with the first quarter of 2015 . The used vehicle conversion percentage at physical auction locations, calculated as the number of vehicles sold as a percentage of the number of vehicles entered for sale at our ADESA auctions, decreased to 61.0% for the three months ended March 31, 2016 , compared with 62.8% for the three months ended March 31, 2015 .

Total revenue per vehicle sold increased 5% to approximately $571 for the three months ended March 31, 2016 , compared with approximately $546 for the three months ended March 31, 2015 , and included the impact of a decrease in revenue per vehicle sold of $8 due to fluctuations in the Canadian exchange rate. Physical auction revenue per vehicle sold increased $56 or 8%, to $737 for the three months ended March 31, 2016 , compared with $681 for the three months ended March 31, 2015 . Physical auction revenue per vehicle sold includes revenue from seller and buyer auction fees and ancillary and other related services, which includes non-auction services. The increase in physical auction revenue per vehicle sold was primarily attributable to an increase in lower margin ancillary and other related services revenue, including revenue from certain businesses acquired, partially offset by a decrease in physical auction revenue per vehicle sold of $11 due to fluctuations in the Canadian exchange rate. Online only auction revenue per vehicle sold increased $9 to $116 for the three months ended

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March 31, 2016 , compared with $107 for the three months ended March 31, 2015 . The increase in online only auction revenue per vehicle sold was attributable to an increase in purchased vehicles associated with the ADESA Assurance Program and an increase in the mix of cars sold in closed sales to non-grounding dealers, partially offset by a decrease in online only auction revenue per vehicle sold of $2 due to fluctuations in the Canadian exchange rate. Excluding vehicles purchased as part of the ADESA Assurance Program, revenue per vehicle would have been $110 and $105 for the three months ended March 31, 2016 and 2015, respectively.

Gross Profit

For the three months ended March 31, 2016 , gross profit for ADESA increased $35.5 million, or 25%, to $176.4 million , compared with $140.9 million for the three months ended March 31, 2015 . Gross profit for ADESA was 43.9% of revenue for the three months ended March 31, 2016 , compared with 43.0% of revenue for the three months ended March 31, 2015 . The increase in gross profit percentage for the three months ended March 31, 2016 , compared with the three months ended March 31, 2015 , was primarily the result of the 22% increase in revenue. The increase in cost of services was primarily attributable to the increase in volume and an increase in lower margin ancillary and non-auction services, partially offset by fluctuations in the Canadian exchange rate.

Selling, General and Administrative

Selling, general and administrative expenses for the ADESA segment increased $8.1 million, or 12%, to $76.6 million for the three months ended March 31, 2016 , compared with $68.5 million for the three months ended March 31, 2015 , primarily due to increases in compensation expense of $3.3 million, selling, general and administrative expenses associated with acquisitions of $2.8 million, incentive-based compensation expense of $1.7 million and other miscellaneous expenses aggregating $1.4 million, partially offset by fluctuations in the Canadian exchange rate of $1.1 million.

IAA Results



	Three Months Ended March 31,
(Dollars in millions)	2016		2015
IAA revenue	$	269.6	$	238.0
Cost of services*	173.5		146.6
Gross profit*	96.1		91.4
Selling, general and administrative	25.7		22.1
Depreciation and amortization	21.3		19.6
Operating profit	$	49.1	$	49.7

* Exclusive of depreciation and amortization

Revenue

Revenue from IAA increased $31.6 million, or 13%, to $269.6 million for the three months ended March 31, 2016 , compared with $238.0 million for the three months ended March 31, 2015 . The increase in revenue was a result of an increase in vehicles sold of approximately 14% for the three months ended March 31, 2016 , which included an increase in revenue of $13.9 million from HBC and a decrease in revenue of $1.9 million due to fluctuations in the Canadian exchange rate. Revenue per vehicle sold was also negatively impacted by lower average auction prices due to a decrease in scrap prices and the impact of a strong U.S. dollar. IAA's same-store total loss vehicle inventory increased approximately 4% at March 31, 2016 , as compared to March 31, 2015 . Vehicles sold under purchase agreements were approximately 7% of total salvage vehicles sold for the three months ended March 31, 2016 and 2015 . However, approximately 2% of the 7% of vehicles sold under purchase agreements were representative of vehicles sold by HBC. Online sales volumes for IAA for the three months ended March 31, 2016 and 2015 represented over half of the total vehicles sold by IAA.

Gross Profit

For the three months ended March 31, 2016 , gross profit at IAA increased to $96.1 million , or 35.6% of revenue, compared with $91.4 million , or 38.4% of revenue, for the three months ended March 31, 2015 . The increase in gross profit was mainly attributable to a 13% increase in revenue, partially offset by an 18% increase in cost of services, which included costs associated with purchase contract vehicles and volume growth. For the three months ended March 31, 2016 , HBC had revenue of approximately $13.9 million and cost of services of approximately $12.6 million, as the majority of HBC's vehicles are sold under purchase contracts. HBC accounted for a 1.4% decrease in IAA's gross profit margin percentage for the three

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months ended March 31, 2016 . In addition, the reduction in gross profit on North American purchase contract vehicles accounted for a 0.3% decrease in IAA's gross profit margin percentage for the three months ended March 31, 2016 .

Selling, General and Administrative

Selling, general and administrative expenses at IAA increased $3.6 million, or 16%, to $25.7 million for the three months ended March 31, 2016 , compared with $22.1 million for the three months ended March 31, 2015 . The increase in selling, general and administrative expenses was primarily attributable to the inclusion of expenses associated with HBC of $0.9 million, increases in other information technology costs and telecom costs of $0.7 million, incentive-based compensation expense of $0.4 million, stock-based compensation expense of $0.4 million and other miscellaneous expenses aggregating $1.2 million.

AFC Results



	Three Months Ended March 31,
(Dollars in millions except volumes and per loan amounts)	2016			2015
AFC revenue
Interest and fee income	$	69.4		$	61.1
Other revenue	2.4			2.1
Provision for credit losses	(5.5		)	(3.5		)
Other service revenue	7.6			6.7
Total AFC revenue	73.9			66.4
Cost of services*	20.1			18.4
Gross profit*	53.8			48.0
Selling, general and administrative	7.5			7.1
Depreciation and amortization	7.7			7.8
Operating profit	$	38.6		$	33.1
Loan transactions	453,550			411,682
Revenue per loan transaction, excluding "Other service revenue"	$	146		$	145

* Exclusive of depreciation and amortization

Revenue

For the three months ended March 31, 2016 , AFC revenue increased $7.5 million, or 11%, to $73.9 million , compared with $66.4 million for the three months ended March 31, 2015 . The increase in revenue was the result of a 10% increase in loan transactions and an increase of 13% in "Other service revenue" generated by PWI. The increase in revenue and revenue per loan transaction included the impact of a decrease in revenue of $0.4 million, or $1 per loan transaction, due to fluctuations in the Canadian exchange rate. In addition, managed receivables increased to $1,705.5 million at March 31, 2016 from $1,355.8 million at March 31, 2015 .

Revenue per loan transaction, which includes both loans paid off and loans curtailed, increased $1, or 1%, primarily as a result of increases in average loan values, other revenue and average portfolio duration, partially offset by an increase in the provision for credit losses, a decrease in interest and fee income and fluctuations in the Canadian exchange rate. Revenue per loan transaction excludes "Other service revenue."

Gross Profit

For the three months ended March 31, 2016 , gross profit for the AFC segment increased $5.8 million, or 12%, to $53.8 million , or 72.8% of revenue, compared with $48.0 million , or 72.3% of revenue, for the three months ended March 31, 2015 , primarily as a result of an 11% increase in revenue, partially offset by a 9% increase in cost of services. The floorplan lending business gross profit margin percentage increased from 78.4% to 79.5% as a result of higher revenue per loan transaction. The gross profit margin percentage in the warranty service contract business decreased from 18.0% to 15.1% partially as a result of an increase in claims, as well as costs associated with the continued expansion of the warranty service contract business into new markets.

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Selling, General and Administrative

Selling, general and administrative expenses at AFC increased $0.4 million, or 6%, to $7.5 million for the three months ended March 31, 2016 , compared with $7.1 million for the three months ended March 31, 2015 . The increase was primarily attributable to increases in stock-based compensation expense and incentive-based compensation expense.

Holding Company Results



	Three Months Ended March 31,
(Dollars in millions)	2016			2015
Selling, general and administrative	$	31.3		$	23.8
Depreciation and amortization	4.9			3.3
Operating loss	$	(36.2	)	$	(27.1	)

Selling, General and Administrative

For the three months ended March 31, 2016 , selling, general and administrative expenses at the holding company increased $7.5 million, or 32%, to $31.3 million , compared with $23.8 million for the three months ended March 31, 2015 , primarily as a result of increases in medical expenses of $2.7 million, stock-based compensation expense of $1.7 million, compensation expense of $1.2 million, other professional fees of $0.9 million, acquisition-related professional fees of $0.8 million and other miscellaneous expenses aggregating $0.2 million.

LIQUIDITY AND CAPITAL RESOURCES

We believe that the significant indicators of liquidity for our business are cash on hand, cash flow from operations, working capital and amounts available under our Credit Facility. Our principal sources of liquidity consist of cash generated by operations and borrowings under our revolving credit facility.



(Dollars in millions)	March 31, 2016		December 31, 2015		March 31, 2015
Cash and cash equivalents	$	676.3	$	155.0	$	178.4
Restricted cash	14.9		16.2		14.2
Working capital	950.0		232.2		502.0
Amounts available under Credit Facility*	300.0		110.0		250.0
Cash flow from operations for the three months ended	69.5				86.1


*	There were related outstanding letters of credit totaling approximately $28.0 million , $28.0 million and $28.6 million at March 31, 2016 , December 31, 2015 and March 31, 2015 , respectively, which reduced the amount available for borrowings under the revolving credit facility.

We regularly evaluate alternatives for our capital structure and liquidity given our expected cash flows, growth and operating capital requirements as well as capital market conditions.

Working Capital

A substantial amount of our working capital is generated from the payments received for services provided. The majority of our working capital needs are short-term in nature, usually less than a week in duration. Due to the decentralized nature of the business, payments for most vehicles purchased are received at each auction and branch. Most of the financial institutions place a temporary hold on the availability of the funds deposited that generally can range up to two business days, resulting in cash in our accounts and on our balance sheet that is unavailable for use until it is made available by the various financial institutions. There are outstanding checks (book overdrafts) to sellers and vendors included in current liabilities. Because a portion of these outstanding checks for operations in the U.S. are drawn upon bank accounts at financial institutions other than the financial institutions that hold the cash, we cannot offset all the cash and the outstanding checks on our balance sheet. Changes in working capital vary from quarter-to-quarter as a result of the timing of collections and disbursements of funds to consignors from auctions held near period end. The significant increase in working capital from December 31, 2015 to March 31, 2016 was primarily a result of the cash provided from the refinancing of our debt in the first quarter of 2016.

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Our available cash, which excludes cash in transit, was $612.2 million at March 31, 2016 . Of this amount, approximately $42.9 million was held by our foreign subsidiaries. If the portion of funds held by our foreign subsidiaries that are considered to be permanently reinvested were to be repatriated, tax expense would need to be accrued at the U.S. statutory rate, net of any applicable foreign tax credits. Such foreign tax credits would substantially offset any U.S. taxes that would be due in the event cash held by our foreign subsidiaries was repatriated. On April 1, 2016, ADESA completed the acquisition of Brasher's eight auctions for $275 million in cash.

AFC offers short-term inventory-secured financing, also known as floorplan financing, to independent used vehicle dealers. Financing is primarily provided for terms of 30 to 90 days. AFC principally generates its funding through the sale of its receivables. The receivables sold pursuant to the securitization agreements are accounted for as secured borrowings. For further discussion of AFC's securitization arrangements, see "Securitization Facilities."

Credit Facilities

In February 2016, we exercised the $300 million accordion feature of the revolving credit facility, resulting in an expansion of the revolving credit facility to $550 million. On March 9, 2016, we entered into an Incremental Commitment Agreement and First Amendment (the "First Amendment") to the Credit Agreement. The First Amendment provided for, among other things, (i) a new seven -year senior secured term loan facility ("Term Loan B-3") and (ii) a $300 million , five -year senior secured revolving credit facility (the "revolving credit facility"), which replaced the previously existing revolving credit facility (the "old revolving credit facility"). The proceeds received from Term Loan B-3 were used to repay in full Term Loan B-1 and the amount outstanding on the old revolving credit facility. No early termination penalties were incurred by the Company; however, we incurred a non-cash loss on the extinguishment of debt of $4.0 million in the first quarter of 2016. The loss was a result of the write-off of unamortized debt issuance costs associated with Term Loan B-1 and the old revolving credit facility. The First Amendment did not change the amount outstanding on Term Loan B-2, but did increase its interest rate margin. In addition, we capitalized approximately $18.0 million of debt issuance costs in connection with the First Amendment.

Term Loan B-2 was issued at a discount of $2.8 million and Term Loan B-3 was issued at a discount of $13.5 million . The discounts are being amortized using the effective interest method to interest expense over the respective terms of the loans. Both Term Loan B-2 and Term Loan B-3 are payable in quarterly installments equal to 0.25% of the original aggregate principal amounts of the term loans, respectively. Such payments commenced on June 30, 2014 for Term Loan B-2 and will commence on June 30, 2016 for Term Loan B-3, with the balances payable at each respective maturity date. In addition, the Credit Facility is subject to mandatory prepayments and reduction in an amount equal to the net proceeds of certain debt offerings, certain asset sales and certain insurance recovery events.

On March 31, 2016 , $1,097.6 million was outstanding on Term Loan B-2, $1,350.0 million was outstanding on Term Loan B-3 and there were no borrowings on the revolving credit facility. In addition, there were related outstanding letters of credit in the aggregate amount of $28.0 million at March 31, 2016 , which reduce the amount available for borrowings under the Credit Facility. Our Canadian operations also have a C$8 million line of credit which was undrawn as of March 31, 2016 . However, there were related letters of credit outstanding totaling approximately C$0.9 million at March 31, 2016 , which reduce credit available under the Canadian line of credit.

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substantially all other tangible and intangible assets of the Company and each Subsidiary Guarantor, subject to certain exceptions.

The Credit Agreement contains certain restrictive loan covenants, including, among others, a financial covenant requiring that a maximum consolidated senior secured leverage ratio be satisfied as of the last day of each fiscal quarter if revolving loans are outstanding, and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, consummate change of control transactions, dispose of assets, pay dividends, make investments and engage in certain transactions with affiliates. The senior secured leverage ratio is calculated as total senior secured debt divided by the last four quarters consolidated Adjusted EBITDA. Senior secured debt includes term loan borrowings, revolving loans and capital lease liabilities less available cash as defined in the Credit Agreement. Consolidated Adjusted EBITDA is EBITDA (earnings before interest expense, income taxes, depreciation and amortization) adjusted to exclude among other things (a) gains and losses from asset sales; (b) unrealized foreign currency translation gains and losses in respect of indebtedness; (c) certain non-recurring gains and losses; (d) stock-based compensation expense; (e) certain other non-cash amounts included in the determination of net income; (f) charges and revenue reductions resulting from purchase accounting; (g) minority interest; (h) expenses associated with the consolidation of salvage operations; (i) consulting expenses incurred for cost reduction, operating restructuring and business improvement efforts; (j) expenses realized upon the termination of employees and the termination or cancellation of leases, software licenses or other contracts in connection with the operational restructuring and business improvement efforts; (k) expenses incurred in connection with permitted acquisitions; (l) any impairment charges or write-offs of intangibles; and (m) any extraordinary, unusual or non-recurring charges, expenses or losses.

Certain covenants contained within the Credit Agreement are critical to an investor's understanding of our financial liquidity, as the failure to maintain compliance with these covenants could result in a default and allow our lenders to declare all amounts borrowed immediately due and payable. The maximum consolidated senior secured leverage ratio is required to be met when there are revolving loans outstanding under our Credit Agreement. For the quarter ended March 31, 2016 the ratio could not exceed 3.75 to 1.0 and it steps down to 3.5 to 1.0 at September 30, 2017. Our actual consolidated senior secured leverage ratio, including capital lease obligations of $41.1 million, was 2.75 to 1.0 at March 31, 2016 .

In addition, the Credit Agreement contains certain financial and operational restrictions that limit our ability to pay dividends and other distributions, make certain acquisitions or investments, incur indebtedness, grant liens and sell assets. The covenants in the Credit Agreement affect our operating flexibility by, among other things, restricting our ability to incur expenses and indebtedness that could be used to grow the business, as well as to fund general corporate purposes. We were in compliance with the covenants in the Credit Agreement at March 31, 2016 .

We believe our sources of liquidity from our cash and cash equivalents on hand, working capital, cash provided by operating activities, and availability under our credit facility are sufficient to meet our short and long-term operating needs for the foreseeable future. In addition, we believe the previously mentioned sources of liquidity will be sufficient to fund our capital requirements, debt service payments, announced acquisitions and dividends for the next twelve months.

Securitization Facilities

AFC sells the majority of its U.S. dollar denominated finance receivables on a revolving basis and without recourse to AFC Funding Corporation. A securitization agreement allows for the revolving sale by AFC Funding Corporation to a group of bank purchasers of undivided interests in certain finance receivables subject to committed liquidity. AFC Funding Corporation had committed liquidity of $1.25 billion for U.S. finance receivables at March 31, 2016 .

We also have an agreement for the securitization of AFCI's receivables which expires on June 29, 2018. AFCI's committed facility is provided through a third party conduit (separate from the U.S. facility) and was C$125 million at March 31, 2016 . The receivables sold pursuant to both the U.S. and Canadian securitization agreements are accounted for as secured borrowings.

AFC managed total finance receivables of $1,705.5 million and $1,641.0 million at March 31, 2016 and December 31, 2015 , respectively. AFC's allowance for losses was $9.3 million and $9.0 million at March 31, 2016 and December 31, 2015 , respectively.

As of March 31, 2016 and December 31, 2015 , $1,654.6 million and $1,626.6 million , respectively, of finance receivables and a cash reserve of 1 percent of the obligations collateralized by finance receivables served as security for the $1,202.9 million and $1,189.0 million of obligations collateralized by finance receivables at March 31, 2016 and December 31, 2015 ,

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respectively. There were unamortized securitization issuance costs of approximately $11.8 million and $12.2 million at March 31, 2016 and December 31, 2015 , respectively. After the occurrence of a termination event, as defined in the U.S. securitization agreement, the banks may, and could, cause the stock of AFC Funding Corporation to be transferred to the bank facility, though as a practical matter the bank facility would look to the liquidation of the receivables under the transaction documents as their primary remedy.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA, as presented herein, are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States, or GAAP. They are not measurements of our financial performance under GAAP and should not be considered substitutes for net income (loss) or any other performance measures derived in accordance with GAAP.

EBITDA is defined as net income (loss), plus interest expense net of interest income, income tax provision (benefit), depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for the items of income and expense and expected incremental revenue and cost savings, as described above in the discussion of certain restrictive loan covenants under "Credit Facilities."

Management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors about one of the principal measures of performance used by our creditors. In addition, management uses EBITDA and Adjusted EBITDA to evaluate our performance. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.

The following tables reconcile EBITDA and Adjusted EBITDA to net income (loss) for the periods presented:



	Three Months Ended March 31, 2016
(Dollars in millions)	ADESA		IAA		AFC			Corporate			Consolidated
Net income (loss)	$	39.3	$	24.9	$	24.0		$	(27.5	)	$	60.7
Add back:
Income taxes	23.3		14.9		14.6			(16.1		)	36.7
Interest expense, net of interest income	0.1		—		7.8			20.8			28.7
Depreciation and amortization	22.5		21.3		7.7			4.9			56.4
Intercompany interest	11.9		9.4		(7.8		)	(13.5		)	—
EBITDA	97.1		70.5		46.3			(31.4		)	182.5
Adjustments per the Credit Agreement	7.1		0.6		(6.0		)	5.3			7.0
Adjusted EBITDA	$	104.2	$	71.1	$	40.3		$	(26.1	)	$	189.5

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	Three Months Ended March 31, 2015
(Dollars in millions)	ADESA		IAA			AFC			Corporate			Consolidated
Net income (loss)	$	22.5	$	25.0		$	21.0		$	(14.0	)	$	54.5
Add back:
Income taxes	14.9		15.3			12.8			(8.4		)	34.6
Interest expense, net of interest income	0.1		—			5.1			15.7			20.9
Depreciation and amortization	20.2		19.6			7.8			3.3			50.9
Intercompany interest	12.8		9.4			(4.3		)	(17.9		)	—
EBITDA	70.5		69.3			42.4			(21.3		)	160.9
Adjustments per the Credit Agreement	6.5		(0.3		)	(4.6		)	(0.3		)	1.3
Adjusted EBITDA	$	77.0	$	69.0		$	37.8		$	(21.6	)	$	162.2

Certain of our loan covenant calculations utilize financial results for the most recent four consecutive fiscal quarters. The following table reconciles EBITDA and Adjusted EBITDA to net income (loss) for the periods presented:



	Three Months Ended												Twelve Months Ended
(Dollars in millions)	June 30, 2015			September 30, 2015			December 31, 2015			March 31, 2016			March 31, 2016
Net income (loss)	$	59.5		$	52.3		$	48.3		$	60.7		$	220.8
Add back:
Income taxes	34.8			29.6			26.9			36.7			128.0
Interest expense, net of interest income	21.8			24.3			23.8			28.7			98.6
Depreciation and amortization	51.8			54.1			56.0			56.4			218.3
EBITDA	167.9			160.3			155.0			182.5			665.7
Other adjustments per the Credit Agreement	2.0			2.4			2.7			3.0			10.1
Non-cash charges	4.3			5.5			2.3			10.4			22.5
AFC interest expense	(4.2		)	(5.1		)	(5.5		)	(6.4		)	(21.2		)
Adjusted EBITDA	$	170.0		$	163.1		$	154.5		$	189.5		$	677.1

Summary of Cash Flows



	Three Months Ended March 31,
(Dollars in millions)	2016			2015
Net cash provided by (used by):
Operating activities	$	69.5		$	86.1
Investing activities	(100.3		)	(38.2		)
Financing activities	546.6			(14.5		)
Effect of exchange rate on cash	5.5			(7.9		)
Net increase in cash and cash equivalents	$	521.3		$	25.5

Cash flow from operating activities was $69.5 million for the three months ended March 31, 2016 , compared with $86.1 million for the three months ended March 31, 2015 . The decrease in operating cash flow was primarily attributable to changes in operating assets and liabilities as a result of the timing of collections and the disbursement of funds to consignors for auctions held near period-ends, partially offset by a net increase in non-cash adjustments to net income and increased profitability.

Net cash used by investing activities was $100.3 million for the three months ended March 31, 2016 , compared with $38.2 million for the three months ended March 31, 2015 . The increase in net cash used by investing activities was primarily attributable to:

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•	an increase in the additional finance receivables held for investment of approximately $71.6 million; and


•	an increase in capital expenditures of approximately $10.9 million. For a discussion of the Company's capital expenditures, see “Capital Expenditures” below;

partially offset by:


•	a decrease in cash used for acquisitions of approximately $21.9 million.

Net cash provided by financing activities was $546.6 million for the three months ended March 31, 2016 , compared with net cash used by financing activities of $14.5 million for the three months ended March 31, 2015 . The increase in net cash from financing activities was primarily attributable to:


•	the debt refinancing and payment activities in the first quarter of 2016, for which the Company received approximately $558.9 million of cash after the repayment and rollover of debt;


•	an increase in obligations collateralized by finance receivables of approximately $17.2 million; and


•	a $10.2 million decrease in cash used for the repurchase and retirement of common stock;

partially offset by:


•	an increase in payments for debt issuance costs of $19.5 million; and


•	a $7.0 million decrease in the issuance of common stock under stock plans.

Capital Expenditures

Capital expenditures for the three months ended March 31, 2016 and 2015 approximated $36.0 million and $25.1 million , respectively. Included in the capital expenditures for the first quarter of 2016 was approximately $1.3 million for the greenfield development of ADESA Chicago. Capital expenditures were funded primarily from internally generated funds. We continue to invest in our core information technology capabilities and capacity expansion. Capital expenditures are expected to be approximately $145 million for fiscal year 2016 . Anticipated capital expenditures are primarily attributable to ongoing information system projects, upkeep and improvements at existing vehicle auction facilities, improvements in information technology systems and infrastructure and expansion of existing auction sites. Future capital expenditures could vary substantially based on capital project timing, the opening of new auction facilities, capital expenditures related to acquired businesses and the initiation of new information systems projects to support our business strategies.

Dividends

Subject to board of director approval, we expect to pay a quarterly dividend of $0.29 per share in 2016 using cash flow from operations, representing an annualized dividend of $1.16 per share. The following dividend information has been released for 2016:


•	On November 5, 2015, the Company announced a cash dividend of $0.27 per share that was paid on January 7, 2016, to stockholders of record at the close of business on December 22, 2015.


•	On February 17, 2016, the Company announced a cash dividend of $0.29 per share that was paid on April 5, 2016, to stockholders of record at the close of business on March 23, 2016.


•	On May 3, 2016, the Company announced a cash dividend of $0.29 per share that is payable on July 5, 2016, to stockholders of record at the close of business on June 22, 2016.

Future dividend decisions will be based on and affected by a variety of factors, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in our Credit Agreement and AFC's securitization facilities, capital requirements and other factors that our board of directors deems relevant. No assurance can be given as to whether any future dividends may be declared by our board of directors or the amount thereof.

Table of Contents

Acquisitions

Contractual Obligations

The Company's contractual cash obligations for long-term debt, interest payments related to long-term debt, capital lease obligations and operating leases are summarized in the table of contractual obligations in our Annual Report on Form 10-K for the year ended December 31, 2015 . Since December 31, 2015 , there have been no material changes to the contractual obligations of the Company, with the exception the following:

•

In March 2016, we amended our Credit Agreement, which resulted in an increase in interest rates on our debt. As such, our future interest payments related to long-term debt will be higher than projected at December 31, 2015. In addition, the amendment increased our outstanding debt by approximately $572 million since December 31, 2015 and extended the maturity on approximately $1.35 billion of our debt to 2023.


•	Operating lease obligations change in the ordinary course of business. We lease most of our auction facilities, as well as other property and equipment under operating leases. Future operating lease obligations will continue to change if renewal options are exercised and/or if we enter into additional operating lease agreements.

See Note 6 to the Consolidated Financial Statements, included elsewhere in this Quarterly Report on Form 10-Q, for additional information about the items described above. Our contractual cash obligations as of December 31, 2015 , are discussed in the "Contractual Obligations" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015 , as filed with the Securities and Exchange Commission (the "SEC").

Critical Accounting Estimates

Our critical accounting estimates are discussed in the "Critical Accounting Estimates" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015 , as filed with the SEC. A summary of significant accounting policies is discussed in Note 2 and elsewhere in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 , which includes audited financial statements.

Off-Balance Sheet Arrangements

As of March 31, 2016 , we had no off-balance sheet arrangements pursuant to Item 303(a)(4) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Table of Contents

New Accounting Standards

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The update changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which superseded the revenue recognition requirements in Accounting Standards Codification 605, Revenue Recognition . The new guidance provides clarification on the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosures to help financial statement users better understand the nature, amount, timing and uncertainty of revenue that is recognized. In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU 2014-09 by one year. In accordance with the agreed upon delay, the new guidance is effective for the first annual reporting period and interim periods beginning after December 15, 2017, and will require either retrospective application to each prior reporting period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency

Our foreign currency exposure is limited and arises from transactions denominated in foreign currencies, particularly intercompany loans, as well as from translation of the results of operations from our Canadian and, to a much lesser extent, United Kingdom and Mexican subsidiaries. However, fluctuations between U.S. and non-U.S. currency values may adversely affect our results of operations and financial position. We have not entered into any foreign exchange contracts to hedge changes in the Canadian dollar, British pound or Mexican peso. Canadian currency translation negatively affected net income by approximately $1.4 million for the three months ended March 31, 2016 . A 1% change in the average Canadian exchange rate for the three months ended March 31, 2016 would have impacted net income by approximately $0.2 million. Currency exposure of our U.K. and Mexican operations is not material to the results of operations.

Interest Rates

We are exposed to interest rate risk on our variable rate borrowings. Accordingly, interest rate fluctuations affect the amount of interest expense we are obligated to pay. We currently use interest rate cap agreements to manage our exposure to interest rate changes. We have not designated any of the interest rate caps as hedges for accounting purposes. Accordingly, changes in the fair value of the interest rate caps are recognized as "Interest expense" in the consolidated statement of income.

In April 2015, we purchased two interest rate caps for approximately $0.7 million with an aggregate notional amount of $400 million to manage our exposure to interest rate movements on our variable rate Credit Facility when three-month LIBOR exceeds 1.5%. The interest rate cap agreements cap three-month LIBOR at 1.5%, had an effective date of April 16, 2015 and mature on March 31, 2017.

Taking our interest rate caps into account, a sensitivity analysis of the impact on our variable rate corporate debt instruments to a hypothetical 100 basis point increase in short-term rates (LIBOR) for the three months ended March 31, 2016 would have resulted in an increase in interest expense of approximately $4.7 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2016 , that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Certain legal proceedings in which the Company is involved are discussed in Note 16 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015 and Part I, Item 3 of the same Annual Report. Unless otherwise indicated, all proceedings discussed in the Annual Report remain outstanding.

IAA—Lower Duwamish Waterway

Since June 2004, IAA has operated a branch on property it leases in Tukwila, Washington just south of Seattle. The property is located adjacent to a Superfund site known as the Lower Duwamish Waterway Superfund Site ("LDW Site"). The LDW Site had been designated a Superfund site in 2001, three years prior to IAA’s tenancy. On March 25, 2008, the United States Environmental Protection Agency, or the "EPA," issued IAA a General Notice of Potential Liability, or "General Notice," pursuant to Section 107(a), and a Request for Information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation, and Liability Act, or "CERCLA," related to the LDW Site. On November 7, 2012, the EPA issued IAA a Second General Notice of Potential Liability, or "Second General Notice," for the LDW Site. The EPA's website indicates that the EPA has issued general notice letters to approximately 116 entities, and has issued Section 104(e) Requests to more than 300 entities related to the LDW Site. In the General Notice and Second General Notice, the EPA informed IAA that the EPA believes IAA may be a Potentially Responsible Party, or "PRP," but the EPA did not specify the factual basis for this assertion. At this time, the EPA still has not specified the factual basis for this assertion and has not demanded that IAA pay any funds or take any action apart from responding to the Section 104(e) Information Request. Four PRPs, The Boeing Company, the City of Seattle, the Port of Seattle and King County, have funded a remedial investigation and feasibility study related to the cleanup of the LDW Site. In December 2014, the EPA issued a Record of Decision (ROD), detailing the final cleanup plan for the LDW Site. The ROD estimates the cost of cleanup to be $342 million, with the plan involving dredging of 105 acres, capping 24 acres, and enhanced natural recovery of 48 acres. The estimated length of the cleanup is 17 years, including 7 years of active remediation, and 10 years of monitored natural recovery. IAA is aware that certain authorities may bring natural resource damage claims against PRPs. On February 11, 2016, IAA received a Notice of Intent letter from the United States National Oceanic and Atmospheric Administration informing IAA that the Elliott Bay Trustee Council are beginning to conduct an injury assessment for natural resource damages in the LDW. The Notice of Intent indicates that the decision of the trustees to proceed with this natural resources injury assessment followed a pre-assessment screen performed by the trustees. At this time, however, the Company does not have adequate information to determine IAA's responsibility, if any, for contamination at this site, or to estimate IAA's loss as a result of this potential liability.

In addition, the Washington State Department of Ecology ("Ecology") is working with the EPA in relation to the LDW Site, primarily to investigate and address sources of potential contamination contributing to the LDW Site. In 2007, IAA installed a stormwater capture and filtration system designed to treat sources of potential contamination before discharge to the LDW site. The immediate-past property owner, the former property owner and IAA have had discussions with Ecology concerning possible source control measures, including an investigation of the water and soils entering the stormwater system, an analysis of the source of contamination identified within the system, if any, and possible repairs and upgrades to the stormwater system if required. Additional source control measures, if any, are not expected to have a material adverse effect on future recurring operating costs.

Item 1A. Risk Factors

In addition to the other information set forth in this report, readers should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 , which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about purchases by KAR Auction Services of its shares of common stock during the quarter ended March 31, 2016 :



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)(2) (Dollars in millions)
January 1 - January 31	796,706	$	36.95	796,706	$	72.4
February 1 - February 29	—			—	72.4
March 1 - March 31	—			—	72.4
Total	796,706	$	36.95	796,706

(1)

In October 2014, the board of directors authorized a repurchase of up to $300 million of the Company’s outstanding common stock, par value $0.01 per share, through October 28, 2016. Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Exchange Act. The timing and amount of any repurchases is subject to market and other conditions.

(2)

In August 2015, as part of the authorized program to repurchase common stock noted above, the Company entered into an accelerated share repurchase agreement under which it paid $200 million for an initial delivery of approximately 4.6 million shares of its common stock. The initial delivery of shares represented 90% of the shares anticipated to be repurchased based on current market prices at that time. The Company settled the accelerated share repurchase agreement in January 2016 and received approximately 0.8 million additional shares of its common stock based on an adjusted volume weighted average price of its stock over the period. In total, 5,413,274 shares were repurchased under the accelerated share repurchase agreement at an average repurchase price of $36.95 per share.

Item 6. Exhibits


a)	Exhibits—the exhibit list in the Exhibit Index is incorporated herein by reference as the list of exhibits required as part of this report.

In reviewing the agreements included as exhibits to this Form 10-Q, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about KAR Auction Services, ADESA, IAA, AFC or other parties to the agreements.

The agreements included or incorporated by reference as exhibits to this Quarterly Report on Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Quarterly Report on Form 10-Q not misleading. Additional information about the Company may be found elsewhere in this Quarterly Report on Form 10-Q and KAR Auction Services, Inc.'s other public filings, which are available without charge through the SEC's website at http://www.sec.gov.

Table of Contents

SIGNATURES

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 thereunto duly authorized.



	KAR Auction Services, Inc.
	(Registrant)

Date: May 4, 2016	/s/ ERIC M. LOUGHMILLER
	Eric M. Loughmiller Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

Table of Contents

EXHIBIT INDEX

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

2.1a

Asset Purchase Agreement, dated as of February 17, 2016, by and among ADESA, Inc., Brasher’s

Reno Auto Auction, L.L.C., BIAA, L.L.C., Brasher’s Auto Auctions, West Coast Auto Auctions, Inc.

and the other parties thereto

8-K

001-34568

2.1

2/18/2016

2.1b

First Amendment to Asset Purchase Agreement, dated as of April 1, 2016, to that certain Asset Purchase Agreement dated as of February 17, 2016, by and among ADESA, Inc., Brasher’s Reno Auto Auction, L.L.C., BIAA, L.L.C., Brasher’s Auto Auctions, West Coast Auto Auctions, Inc. and the other parties thereto

2.2

Asset Purchase Agreement, dated as of February 17, 2016, by and among ADESA, Inc., Brasher’s

Auto Auctions and the other parties thereto

8-K

001-34568

2.2

2/18/2016

2.3

Asset Purchase Agreement, dated as of February 17, 2016, by and among ADESA, Inc., West Coast

Auto Auctions, Inc., Brasher’s Cascade Auto Auction, Inc., Brasher’s Northwest Auto Auction, Inc.,

Brasher’s Sacramento Auto Auction, Inc., Brasher’s Fresno Auto Auction, Inc. and the other parties

thereto

8-K

001-34568

2.3

2/18/2016

3.1

Amended and Restated Certificate of Incorporation of KAR Auction Services, Inc.

S-1/A

333-161907

3.1

12/10/2009

3.2

Second Amended and Restated By-Laws of KAR Auction Services, Inc.

8-K

001-34568

3.1

11/4/2014

4.1

Form of common stock certificate

S-1/A

333-161907

4.15

12/10/2009

10.1a

Amendment and Restatement Agreement, dated March 11, 2014, among KAR Auction Services, Inc. and certain of its subsidiaries and JPMorgan Chase Bank, N.A., as administrative agent, swingline lender and issuing lender (the Amended and Restated Credit Agreement and the Amended and Restated Guarantee and Collateral Agreement are included as Exhibits A and B thereto, respectively)

8-K

001-34568

10.1

3/12/2014

10.1b

Incremental Commitment Agreement and First Amendment, dated as of March 9, 2016, among KAR Auction Services, Inc., JPMorgan Chase Bank, N.A., as administrative agent, certain subsidiaries of the Company party thereto and the several lenders party thereto

8-K

001-34568

10.1

3/9/2016

10.2

Conversion Option Plan of KAR Auction Services, Inc. (formerly KAR Holdings, Inc.)

S-1/A

333-158666

10.9

6/17/2009

10.3

Form of Conversion Agreement, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and certain executive officers and employees of IAA

S-1/A

333-158666

10.13

6/17/2009

10.4

KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) Stock Incentive Plan

S-8

333-164032

10.1

12/24/2009

10.5

Form of Nonqualified Stock Option Agreement of KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) pursuant to the Stock Incentive Plan

S-4

333-148847

10.15

1/25/2008

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

10.6

Employment Agreement, dated February 27, 2012, between KAR Auction Services, Inc. and James P. Hallett

10-K

001-34568

10.15

2/28/2012

10.7

Employment Agreement, dated April 13, 2015, between KAR Auction Services, Inc. and Stephane St-Hilaire

10-Q

001-34568

10.7

5/6/2015

10.8

Amended and Restated Employment Agreement, dated March 24, 2014, between KAR Auction Services, Inc. and Don Gottwald

8-K

001-34568

10.1

3/20/2014

10.9

Employment Agreement, dated December 17, 2013, between KAR Auction Services, Inc. and Eric Loughmiller

8-K

001-34568

10.5

12/17/2013

10.10

Employment Agreement, dated May 1, 2014, between KAR Auction Services, Inc. and John Kett

10-K

001-34568

10.10

2/18/2016

10.11

KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) Annual Incentive Program (2014)

10-K

333-148847

10.29

3/11/2009

10.12

KAR Auction Services, Inc. Annual Incentive Plan Summary of Terms for Plan Year 2015

10-Q

001-34568

10.11

5/6/2015

10.13

KAR Auction Services, Inc. Annual Incentive Plan Summary of Terms for Plan Year 2016

10.14a

Amended and Restated Purchase and Sale Agreement, dated May 31, 2002, between AFC Funding Corporation and Automotive Finance Corporation

S-4

333-148847

10.32

1/25/2008

10.14b

Amendment No. 1 to Amended and Restated Purchase and Sale Agreement, dated June 15, 2004

S-4

333-148847

10.33

1/25/2008

10.14c

Amendment No. 2 to Amended and Restated Purchase and Sale Agreement, dated January 18, 2007

S-4

333-148847

10.34

1/25/2008

10.14d

Amendment No. 3 to Amended and Restated Purchase and Sale Agreement, dated April 20, 2007

S-4

333-148847

10.35

1/25/2008

10.14e

Amendment No. 4 to Amended and Restated Purchase and Sale Agreement, dated January 30, 2009

10-K

001-34568

10.19e

2/28/2012

10.14f

Amendment No. 5 to Amended and Restated Purchase and Sale Agreement, dated April 25, 2011

10-K

001-34568

10.19f

2/28/2012

10.15a

Sixth Amended and Restated Receivables Purchase Agreement, dated June 16, 2015, among AFC Funding Corporation, Automotive Finance Corporation, the entities from time to time parties hereto as Purchasers or Purchaser Agents and Bank of Montreal

10-Q

001-34568

10.13

8/4/2015

10.15b

Amendment No. 1, to Sixth Amended and Restated Receivables Purchase Agreement, dated March 2, 2016

10.16

Third Amended and Restated Receivables Purchase Agreement, dated June 16, 2015, among Automotive Finance Canada Inc., KAR Auction Services, Inc. and BNY Trust Company of Canada

10-Q

001-34568

10.14

8/4/2015

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

10.17a

Ground Lease, dated September 4, 2008, between ADESA San Diego, LLC and First Industrial L.P. (East 39 Acres at Otay Mesa, California)

8-K

333-148847

10.3

9/9/2008

10.17b

Guaranty of Lease, dated September 4, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial L.P. (East 39 Acres at Otay Mesa, California)

8-K

333-148847

10.11

9/9/2008

10.18a

Ground Lease, dated September 4, 2008, between ADESA San Diego, LLC and First Industrial L.P. (West 39 Acres at Otay Mesa, California)

8-K

333-148847

10.4

9/9/2008

10.18b

Guaranty of Lease, dated September 4, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial L.P. (West 39 Acres at Otay Mesa, California)

8-K

333-148847

10.12

9/9/2008

10.19a

Ground Lease, dated September 4, 2008, between ADESA California, LLC and ADESA San Diego, LLC and First Industrial Pennsylvania, L.P. (Sacramento, California)

8-K

333-148847

10.5

9/9/2008

10.19b

Guaranty of Lease, dated September 4, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial Pennsylvania, L.P. (Sacramento, California)

8-K

333-148847

10.13

9/9/2008

10.20a

Ground Lease, dated September 4, 2008, between ADESA California, LLC and First Industrial Pennsylvania, L.P. (Tracy, California)

8-K

333-148847

10.6

9/9/2008

10.20b

Guaranty of Lease, dated September 4, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial Pennsylvania, L.P. (Tracy, California)

8-K

333-148847

10.14

9/9/2008

10.21a

Ground Lease, dated September 4, 2008, between ADESA Washington, LLC and First Industrial, L.P. (Auburn, Washington)

8-K

333-148847

10.7

9/9/2008

10.21b

Guaranty of Lease, dated September 4, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial, L.P. (Auburn, Washington)

8-K

333-148847

10.15

9/9/2008

10.22a

Ground Lease, dated September 4, 2008, between ADESA Texas, Inc. and First Industrial, L.P. (Houston, Texas)

8-K

333-148847

10.8

9/9/2008

10.22b

Guaranty of Lease, dated September 4, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial, L.P. (Houston, Texas)

8-K

333-148847

10.16

9/9/2008

10.23a

Ground Lease, dated September 4, 2008, between ADESA Florida, LLC and First Industrial Financing Partnership, L.P. (Bradenton, Florida)

8-K

333-148847

10.10

9/9/2008

10.23b

Guaranty of Lease, dated September 4, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial Financing Partnership, L.P. (Bradenton, Florida)

8-K

333-148847

10.18

9/9/2008

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

10.24a

Ground Sublease, dated October 3, 2008, between ADESA Atlanta, LLC and First Industrial, L.P. (Fairburn, Georgia)

10-Q

333-148847

10.21

11/13/2008

10.24b

Guaranty of Lease, dated October 3, 2008, between KAR Auction Services, Inc. (formerly KAR Holdings, Inc.) and First Industrial, L.P. (Fairburn, Georgia)

10-Q

333-148847

10.22

11/13/2008

10.25

Form of Indemnification Agreement

8-K

001-34568

10.1

12/17/2013

10.26a

KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as Amended June 10, 2014

DEF 14A

001-34568

Appendix A

4/29/2014

10.26b

First Amendment to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan

10-K

001-34568

10.24b

2/18/2016

10.27a

KAR Auction Services, Inc. Employee Stock Purchase Plan

S-8

333-164032

10.3

12/24/2009

10.27b

Amendment No. 1 to KAR Auction Services, Inc. Employee Stock Purchase Plan dated March 31, 2010

10-Q

001-34568

10.60

8/4/2010

10.27c

Amendment No. 2 to KAR Auction Services, Inc. Employee Stock Purchase Plan dated April 1, 2010

10-Q

001-34568

10.61

8/4/2010

10.28

KAR Auction Services, Inc. Directors Deferred Compensation Plan, effective December 10, 2009

10-Q

001-34568

10.62

8/4/2010

10.29

Form of Director Restricted Share Agreement

10-Q

001-34568

10.63

8/4/2010

10.30

Form of Nonqualified Stock Option Agreement

S-1/A

333-161907

10.65

12/4/2009

10.31a

Form of 2015 Restricted Stock Unit Award Agreement for Section 16 Officers

10-Q

001-34568

10.29a

5/6/2015

10.31b

Form of 2015 Restricted Stock Unit Award Agreement for non-Section 16 Officers

10-Q

001-34568

10.29b

5/6/2015

10.32

Form of 2016 Restricted Stock Unit Award Agreement for Section 16 Officers

10-K

001-34568

10.30

2/18/2016

10.33

Form of Performance-Based Restricted Stock Unit Agreement (Total Shareholder Return Percentile Rank vs. S&P 500)

8-K

001-34568

10.2

12/17/2013

10.34

Form of Performance-Based Restricted Stock Unit Agreement (Cumulative Adjusted Net Income Per Share)

8-K

001-34568

10.1

3/3/2014

10.35

Form of 2015 Performance-Based Restricted Stock Unit Agreement (Cumulative Adjusted Net Income Per Share)

10-Q

001-34568

10.32

5/6/2015

10.36

Form of 2016 Performance-Based Restricted Stock Unit Agreement (Cumulative Operating Adjusted Net Income Per Share)

10-K

001-34568

10.34

2/18/2016

Table of Contents

Incorporated by Reference

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing

Date

Filed

Herewith

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

_______________________________________________________________________________



^	Portions of this exhibit have been redacted pursuant to a request for confidential treatment filed separately with the Secretary of the Securities and Exchange Commission pursuant to Rule 406 under the Securities Act of 1933, as amended.

*	Denotes management contract or compensation plan, contract or arrangement.

EXHIBIT 2.1b

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This FIRST AMENDMENT (this “ First Amendment ”) dated as of April 1, 2016 to that certain Asset Purchase Agreement (the “ Purchase Agreement ”) dated as of February 17, 2016, by and among (a) ADESA, Inc. a Delaware corporation (the “ Buyer ”), (b) Brasher’s Reno Auto Auction, L.L.C., a Utah limited liability company (“ Brasher’s Reno ”), BIAA, L.L.C., a Utah limited liability company (“ BIAA ” and together with Brasher’s Reno, collectively, the “ Sellers ”), (c) Brasher’s Auto Auctions, a Utah corporation and member of each of Brasher’s Reno and BIAA (“ Brasher’s ”), (d) West Coast Auto Auctions, Inc., a California corporation and member of each of Brasher’s Reno and BIAA (“ West Coast ”), (e) the Principals as listed on Exhibit A attached hereto (collectively, the “ Principals ”), (f) the shareholders of Brasher’s as listed on Exhibit B attached hereto (collectively, the “ Brasher’s Shareholders ”), and the shareholders of West Coast as listed on Exhibit C attached hereto (collectively, the “ West Coast Shareholders ” and together with the Brasher’s Shareholders, collectively, the “ Shareholders ”, and the Shareholders together with the Principals, Brasher’s, West Coast and the Sellers, collectively, the “ Selling Parties ”), and (g) Jeffrey F. Brasher in his capacity as the Sellers’ Representative (as defined in Section 11.15(a) hereof). Capitalized terms that are not defined elsewhere in this Amendment shall have the meanings ascribed to such capitalized terms in the Agreement (as defined below).

RECITALS

A. Pursuant to Section 11.3 of the Purchase Agreement, the Selling Parties and the Buyer desire to amend the Purchase Agreement upon the terms and conditions set forth in this Amendment.

AGREEMENTS

In consideration of the mutual covenants of the parties as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1. Effective as of the date first set forth above, Section 1.1(f) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(f) [ Intentionally omitted ]

2. Effective as of the date first set forth above, Section 2.1 of the Agreement is amended and restated in its entirety to read as follows:

Section 2.1 Purchase Price . The aggregate purchase price for the Assets (the “ Purchase Price ”) shall be (a) Forty Two Million and Six Hundred and Eighty Thousand and No/100 Dollars ($42,680,000.00), plus (b) the amount of the Assumed Liabilities, as adjusted pursuant to Sections 2.7 and 9.7 hereof.

3. Effective as of the date first set forth above, Section 2.2(a)(i) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(i) The Buyer shall pay to the Sellers by wire transfer of immediately available funds to those accounts designated by the Sellers’ Representative in writing at least two (2) Business Days prior to the Closing Date an aggregate amount equal Forty Two Million and Six Hundred and Eighty Thousand and No/100 Dollars ($42,680,000.00), less the Indemnity Escrow Amount, less the Payoff Amount, less the Bulk Sales Withholding (as defined in Section 2.6 hereof), if applicable, to be allocated and paid to the Sellers in accordance with the percentage allocation set forth on Schedule 2.2(a)(i) attached hereto;

4. Effective as of the date first set forth above, Section 2.7 of the Purchase Agreement is amended and restated in its entirety to read as follows:

Section 2.7 [ Intentionally omitted ]

(a) [ Intentionally omitted ]

(b) [ Intentionally omitted ]

(d) [ Intentionally omitted ]

(e) [ Intentionally omitted ]

5. Effective as of the date first set forth above, the last sentence of Section 5.9 of the Purchase Agreement is amended and restated in its entirety to read as follows:

Notwithstanding anything to the contrary herein contained, the Sellers covenant and agree that at or prior to the Closing, the Sellers shall cause to be released and removed any and all Title Exceptions with respect to the Real Property which are not Permitted Exceptions.

6. Effective as of the date first set forth above, the last sentence of Section 6.1(j) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(j) Title Insurance . As of the Closing, the Title Company shall have issued, or be irrevocably committed to issue, to the Buyer a Leasehold Title Policy for each parcel covered by an Assumed Real Property Lease or a New Real Property Lease.

7. Effective as of the date first set forth above, the last sentence of Section 8.2(h) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(h) New Real Property Leases . A lease for each parcel of Leased Real Property and Owned Real Property listed on Exhibit 8.2(h)-1 duly executed by the Seller or applicable Landlord in substantially the form attached hereto as Exhibit 8.2(h)-2 and

-2-

upon the terms set forth on Exhibit 8.2(h)-3 (each a “ New Real Property Lease ” and collectively, the “ New Real Property Leases “);

8. Effective as of the date first set forth above, Section 8.2(j) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(j) [ Intentionally omitted ]

9. Effective as of the date first set forth above, Section 8.2(k) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(k) One or more customary ALTA statements executed by the owner of record (i.e., the Sellers and/or Affiliate Owners (as applicable)) and in a form reasonably satisfactory to the Title Company and containing the minimum representations which the Title Company shall reasonably require in order to issue the Leased Title Policy free of exceptions for, inter alia , (i) the rights of parties in possession and parties claiming rights in the Real Property, except parties claiming under the Permitted Exceptions; (ii) mechanic’s and materialmen’s liens arising through the Seller; (iii) unrecorded easements arising through the Seller; and (iv) brokerage liens arising through the Seller;

10. Effective as of the date first set forth above, Section 8.2(n) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(n) [ Intentionally omitted ]

11. Effective as of the date first set forth above, Section 8.2(o) of the Purchase Agreement is amended and restated in its entirety to read as follows:

(o) [ Intentionally omitted ]

12. Effective as of the date first set forth above, the following definitions are amended in Section 11.2 of the Purchase Agreement:

“Indemnity Escrow Amount” means $3,841,000.00.

“Owner’s Title Policy” [ Intentionally omitted ] .

“Title Policy” [ Intentionally omitted ] .

13. Exhibit and Schedule Amendment . In connection with the Buyer’s decision to lease, rather than purchase, the Owned Real Property, the parties hereto agree to (a) amend Exhibit 1.2, Schedule 2.2(a)(i), Schedule 2.2(a)(ii) and Exhibit 8.2(h)-1 to the Purchase Agreement, and (b) eliminate Schedule 2.7 to the Purchase Agreement. Copies of the amended Exhibit 1.2, Schedule 2.2(a)(i), Schedule 2.2(a)(ii) and Schedule 8.2(h)-1 are attached hereto.

14. Full Force and Effect . Except as is expressly stated herein, the Purchase Agreement, as further modified by this Amendment, shall remain in full force and effect and unchanged.

-3-

15. Counterparts . This Amendment may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment, to the extent signed and delivered by means of a facsimile machine, e-mail of a PDF file or other electronic transmission, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the reasonable request of any party hereto, each other party hereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto shall raise the use of a facsimile machine, e-mail of a PDF file or other electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine, e-mail of a PDF file or other electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

16. Construction . This Amendment shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Amendment shall be governed by, the internal laws of the State of Delaware, without giving effect to provisions thereof regarding conflict of laws.

17. Waiver of Jury Trial . Each of the parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this First Amendment.

18. Headings . The subject headings of this Amendment are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

19. No Strict Construction . The language used in this Amendment will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto.

20. Entire Agreement . All references in the Purchase Agreement, or otherwise to the Purchase Agreement, hereafter shall be deemed to include the Purchase Agreement as amended by this Amendment.

[end of document;

signature page follows]

-4-

IN WITNESS WHEREOF, the parties have executed this First Amendment to Asset Purchase Agreement as of the date first above written.

BUYER

ADESA, Inc., a Delaware corporation

By: /s/ Paul J. Lips

Name: Paul J. Lips

Title: Executive Vice President

Signature Page to the First Amendment to Asset Purchase Agreement

SELLERS

Brasher’s Reno Auto Auction, L.L.C., a Utah limited liability company

By: /s/ Jeffrey F. Brasher

Name: Jeffrey F. Brasher

Title: Manager

BIAA, L.L.C., a Utah limited liability company

By: /s/ Douglas R. Brasher

Name: Douglas R. Brasher

Title: Manager

SHAREHOLDERS

West Coast Auto Auctions, Inc., a California corporation

By: /s/ John E. Brasher

Name: John E. Brasher

Title: President

Brasher’s Auto Auctions, a Utah corporation

By: /s/ Robert J. Brasher

Name: Robert J. Brasher

Title: President

BRASHER’S SHAREHOLDERS

By: /s/ Jay L. Basher

Name: Jay L. Brasher

By: /s/ Douglas T. Brewer

Name: Douglas T. Brewer

Signature Page to the First Amendment to Asset Purchase Agreement

By: /s/ Justin J. Booth

Name: Justin J. Booth

By: /s/ John D. McPhie

Name: John D. McPhie

Robert J. Brasher 2013 Family Business Trust

By: /s/ Robert J. Brasher

Name: Robert J. Brasher

Title: Trustee

Donald W. Rowley 2013 Family Business Trust

By: /s/ Donald W. Rowley

Name: Donald W. Rowley

Title: Trustee

Jeffrey F. Brasher 2013 Family Business Trust

By: /s/ Jeffrey F. Brasher

Name: Jeffrey F. Brasher

Title: Trustee

Douglas R. Brasher 2013 Family Business Trust

By: /s/ Douglas R. Brasher

Name: Douglas R. Brasher

Title: Trustee

WEST COAST SHAREHOLDERS

By: /s/ John E. Brasher

Name: John E. Brasher

Signature Page to the First Amendment to Asset Purchase Agreement

W. Mark and Angela B. Bassett 2004 Joint Business Trust

By: /s/ W. Mark Bassett

Name: W. Mark Bassett

Title: Trustee

By: /s/ Angela B. Bassett

Name: Angela B. Bassett

Title: Trustee

Benjamin A. and Emy C. Brasher 2011 Joint Business Trust

By: /s/ Benjamin A. Brasher

Name: Benjamin A. Brasher

Title: Trustee

By: /s/ Emy C. Brasher

Name: Emy C. Brasher

Title: Trustee

PRINCIPALS

By: /s/ W. Mark Bassett

Name: W. Mark Bassett

By: /s/ John E. Brasher

Name: John E. Brasher

By: /s/ Benjamin A. Brasher

Name: Benjamin A. Brasher

By: /s/ Jay L. Brasher

Name: Jay L. Brasher

Signature Page to the First Amendment to Asset Purchase Agreement

By: /s/ Robert J. Brasher

Name: Robert J. Brasher

By: /s/ Jeffrey F. Brasher

Name: Jeffrey F. Brasher

By: /s/ Donald W. Rowley

Name: Donald W. Rowley

By: /s/ Douglas T. Brewer

Name: Douglas T. Brewer

By: /s/ Douglas R. Brasher

Name: Douglas R. Brasher

By: /s/ Justin J. Booth

Name: Justin J. Booth

By: /s/ John D. McPhie

Name: John D. McPhie

Signature Page to the First Amendment to Asset Purchase Agreement

EXHIBIT 10.13

KAR Auction Services, Inc.

Annual Incentive Plan

Summary of Terms

Plan Year 2016

KAR Auction Services, Inc. Annual Incentive Plan

Summary of Terms

The following is a summary of the 2016 KAR Auction Services, Inc. Annual Incentive Plan (the “Plan”) which is part of the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan, as Amended June 10, 2014 (the “Omnibus Plan”). For executive officers of the Company, the Plan constitutes a Cash-Based Award under the Omnibus Plan that is intended to be “qualified performance based compensation” under Section 162(m) of the Code and shall be subject to the terms of the Omnibus Plan related thereto and administered accordingly. Any awards under the Plan are subject to the approval of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of KAR Auction Services, Inc. (the “Company”). The Committee has all final authority with respect to administration and interpretation of the Plan. All capitalized terms herein that are not otherwise defined shall have the meanings given to such terms in the Omnibus Plan.

Purpose of the Plan

The purpose of the Plan is to reward eligible employees of the Company with incentive compensation based on their contributions toward meeting and exceeding overall Company goals.

Eligibility

Key employees of the Company may participate in the Plan as determined by the Committee.

Effective Date

This Plan is effective January 1, 2016. The Company reserves the right to revise or terminate the Plan at any time, with or without advance notice, in accordance with applicable law.

Performance Period

Each performance period under the Plan will be one year in duration and will coincide with the Company's fiscal year (January 1 – December 31).

Awards

The award is tied to personal performance as well as the financial performance of the Company or particular business unit, division, region or individual site during the performance period. The award opportunity is expressed as a percentage of base salary, which typically will be determined at the end of the performance period. Awards to executive officers of the Company are subject to the individual annual limit for Other Cash-Based Awards specified in the Omnibus Plan.

The award is tied to specific “threshold,” “target” and “superior” performance goals. The “threshold” is the minimum performance goal that must be met before any award is earned. The “target” opportunity represents the award amount received if the Company meets its targeted financial and, if applicable, non-financial goals. The “superior” opportunity represents the maximum performance goal that must be met for a maximum payout. The actual award opportunities at threshold, target and superior levels of performance are set forth in an individual’s personalized incentive compensation statement. The award is conditioned on satisfactory performance of job responsibilities.

Performance Goals and Targets

Through the annual planning process, performance goals and targets are established. The performance goals and targets chosen for the Company, each business unit, division, region and site reflect the Company’s strategy, competitive situation and market potential. The award may be weighted on a combination of the overall performance of the Company, business unit, division, region or site. Actual performance goals and goal definitions are included with the personalized incentive compensation statement materials.

Calculation of Awards

In calculating your award, actual base salary during the plan year will be utilized. Please note that if your salary or bonus opportunity changes during the plan year your award will be prorated as explained in the examples below.

Example One: Employee is bonus eligible with a base salary of $40,000 with a target opportunity of 20% and receives a merit increase of 2% on 7/1/2015. Bonus calculation would be as follows:

$40,000 x 20% = $8,000 (target award) x performance factor x goal weighting x proration 6/12 ^ths

plus

$40,800 x 20% = $8,160 (target award) x performance factor x goal weighting x proration 6/12 ^ths

Example Two: Employee is bonus eligible with a base salary of $40,000 with a target opportunity of 20% and receives a promotion on 7/1/2015 with a base salary of $45,000 and a target opportunity of 25%. Bonus calculation would be as follows:

$40,000 x 20% = $8,000 (target award) x performance factor x goal weighting x proration 6/12 ^ths

plus

$45,000 x 25% = $11,250 (target award) x performance factor x goal weighting x proration 6/12 ^ths

The performance factor is directly related to financial performance relative to the established threshold, target and superior performance goals. If actual financial results fall between the threshold, target or superior performance levels, straight-line interpolation will be used to determine the performance factor. Multiple goal weightings must add to 100%.

Payment of Awards

Generally, all awards are paid out annually; however, certain non-executive officer positions, if approved by the Committee and business unit President, may be paid out quarterly or semiannually.

Generally, all awards will be paid out in cash, net of applicable withholding taxes. While awards are generally paid as soon as practicable after the audited financial results are available for the performance period, in the Board’s sole discretion, payments to participants other than executive officers of the Company may be based on an estimation of the audited financial results. Additionally, awards may be paid in one or more installments, in the Board’s sole discretion.

In no event will any portion of any awards payable under the Plan (including any pro rata awards paid upon certain terminations of employment described below and any installments) be paid later than March 15, 2017.

Discretionary Adjustment of Awards

The Committee retains discretion to adjust payouts up or down on a case-by-case basis; provided, however, that for participants who are executive officers of the Company, the Committee may only reduce payments. Individual award payouts may be adjusted downward due to personal performance of job responsibilities. Individual award payouts may be eliminated entirely for noncompliance with corporate policy or controls .

In addition, consistent with the terms of the Omnibus Plan and Section 162(m) of the Code, each as applicable, the Committee may adjust any or all financial goals during performance period to reflect unforeseen, unusual or extraordinary events or circumstances including but not limited to (i) changes in accounting principles or practices, (ii) extraordinary gains or losses on the sale of assets, (iii) new or amended laws or regulations and (iv) acquisitions or divestitures.

The Committee also has the authority to impose such other limitations on awards as it may deem necessary or appropriate.

Prorated Awards

In the event that an individual transfers between business units or is promoted during the course of a performance period, a prorated award may be earned based on the time spent in each position.

All eligible employees hired or promoted on or before the 15 ^th of the month will be prorated based on the number of months of plan eligibility, including the month of hire.

All eligible employees hired or promoted on or after the 16 ^th of the month will be eligible to participant in the Plan at the beginning of the following month.

All eligible employees hired on or after November 1 ^st of the current year will not be eligible to participate in the Plan until the beginning of the next Plan year.

Termination of Employment

Generally

Generally, upon termination of employment for any reason, the individual will forfeit any award that has not been paid.

Retirement, Disability or Death

In the event that employment is terminated as a result of retirement (defined below), disability (defined below) or death, the award will be prorated based on the number of months employed during the performance period prior to the termination of employment and based on and subject to actual performance during the performance period, in accordance with the Plan. Payment will be paid as soon as practicable in the following year after the audited financial results are available for the performance period, but in no event later than March 15, 2017. In the event of death, the award will be paid to the individual’s beneficiary or, if no beneficiary is named, to their estate.

For purposes of the Plan: (i) retirement shall mean a termination of a participant’s employment, other than for Cause, on or after the attainment of age 65 and (ii) disability shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment for the period of time as set forth under the long term disability plan maintained by the Company for the benefit of the participant.

Voluntary Termination or Termination by the Company

In the event that a participant voluntarily terminates from employment or is involuntarily terminated by the Company, the participant will forfeit any award that has not been paid, in accordance with the Plan. In other words, a participant must be employed by the Company on the date the award is actually paid by the Company.

Termination or Modification of the Plan

The Committee may modify or terminate the Plan at any time, effective at such date as the Committee may determine. The Committee or Board will, prior to the end of the Plan year, adopt a resolution fixing a minimum aggregate amount, which amount is in the Committee or Board’s discretion (a “Pool”), to be paid to participants under the Plan for 2016. After such a Pool is established, (i) the Plan may not be modified or terminated and the amount of the Pool may not be reduced after December 31, 2016, and (ii) any amounts forfeited by individual participants hereunder because they are not employed as of the payment date will not reduce the Pool but will be reallocated among other participants in the Plan who are not subject to Section 162(m) of the Code, and shall not revert to the Company.

EXHIBIT 10.15b

EXECUTION VERSION

Portions of this Exhibit have been omitted based upon a request for confidential treatment. This Exhibit, including the non-public information, has been filed separately with the Securities and Exchange Commission. "[*]" designates portions of this document that have been redacted pursuant to the request for confidential treatment filed with the Securities and Exchange Commission.

AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 to SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”), dated as of March 2, 2016, is entered into among AFC FUNDING CORPORATION, an Indiana corporation (the “ Seller ”), AUTOMOTIVE FINANCE CORPORATION, an Indiana corporation (the “ Servicer ”), FAIRWAY FINANCE COMPANY, LLC, as a Purchaser, CHARIOT FUNDING LLC, as a Purchaser, DEUTSCHE BANK AG, NEW YORK BRANCH, as a Purchaser and as Purchaser Agent for itself, FIFTH THIRD BANK, as a Purchaser and as Purchaser Agent for itself, JPMORGAN CHASE BANK, N.A., as a Purchaser Agent for Chariot Funding LLC, BMO CAPITAL MARKETS CORP., as Purchaser Agent for Fairway Finance Company, LLC, and BANK OF MONTREAL, as the initial agent (the “ Agent ”).

R E C I T A L S

A. The Seller, the Servicer, the Purchasers, the Purchaser Agents, and the Agent are parties to that certain Sixth Amended and Restated Receivables Purchase Agreement dated as of June 16, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “ Agreement ”).

B. Pursuant to and in accordance with Section 6.1 of the Agreement, the Seller, the Servicer, the Purchasers, the Purchaser Agents and the Agent desire to amend the Agreement as hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms . Capitalized terms which are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

2. Amendment to Agreement . The Agreement is amended as follows:

2.1 The definition of “Maximum Amount” in Exhibit I to the Agreement is hereby amended in its entirety to read as follows:

“ Maximum Amount ” means the lesser of (i) $1,250,000,000 or (ii) the sum of the Maximum Commitments of all Purchasers.

2.2 The Maximum Commitment listed on the signature page to the Agreement for [*] is hereby amended by deleting the phrase “[*]” and inserting in lieu thereof “[*]”.

3. Adjustments . On the date hereof, the Seller shall make purchases from the Purchasers and repayments of Investment on a non-pro rata basis to reflect the amendments made hereby, such that after giving effect thereto the Investment of each Purchaser Group is the same percentage of its Maximum Commitment, as reflected on the attached Purchase Request.

4. Representations and Warranties . Each of the Seller and the Servicer hereby represents and warrants to the Agent, the Purchasers and the Purchaser Agents as follows:

(a) Representations and Warranties . The representations and warranties of such Person contained in Exhibit III and Exhibit VII to the Agreement are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date).

(b) Enforceability . The execution and delivery by such Person of this Amendment, and the performance of its obligations under this Amendment and the Agreement, as amended hereby, are within its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and the Agreement, as amended hereby, are its valid and legally binding obligations, enforceable in accordance with its terms.

5. Effectiveness . This Amendment shall become effective upon (i) the receipt by the Agent of each of the counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto, (ii) the receipt by [*] of its upfront fee payable under the fee letter and (iii) receipt by the Purchaser Agents of a corporate opinion for the Seller in form and substance acceptable to them.

6. Effect of Amendment . Except as expressly amended and modified by this Amendment, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Agreement, shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as set forth herein.

7. Counterparts . This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8. Governing Law . This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Indiana without reference to conflict of laws principles.

9. Section Headings . The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

10. Reaffirmation of Performance Guaranty . By signing below, KAR Auction Services, Inc. reaffirms its obligations under the Performance Guaranty after giving effect to this Amendment.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

AFC FUNDING CORPORATION, as Seller

By: /s/ James E. Money II

Name: James E. Money, II

Title: Chief Financial Officer & Treasurer

AUTOMOTIVE FINANCE CORPORATION,
as Servicer

By: /s/ James E. Money II

Name: James E. Money, II

Title: Chief Financial Officer & Treasurer

S-1



		AFC Amendment No. 1 to Sixth A&R RPA

FAIRWAY FINANCE COMPANY, LLC, as a Purchaser

By: /s/ April Grosso

Name: April Grosso

Title: Vice President

BMO CAPITAL MARKETS CORP., as Purchaser
Agent for Fairway Finance Company, LLC

By: /s/ John Pappano

Name: John Pappano

Title: Managing Director

S-2



		AFC Amendment No. 1 to Sixth A&R RPA

BANK OF MONTREAL, as Agent

By: /s/ Christopher L. Clark

Name: Christopher L. Clark

Title: Vice President

S-3



		AFC Amendment No. 1 to Sixth A&R RPA

DEUTSCHE BANK AG, NEW YORK BRANCH, as Purchaser and Purchaser Agent for itself

By: /s/ Daniel Gerber

Name: Daniel Gerber

Title: Director

By: /s/ Robert Sheldon

Name: Robert Sheldon

Title: Managing Director

S-4



		AFC Amendment No. 1 to Sixth A&R RPA

FIFTH THIRD BANK, as Purchaser and as Purchaser Agent for itself

By: /s/ Andrew D. Jones

Name: Andrew D. Jones

Title: Director

JPMORGAN CHASE BANK N.A., as Purchaser Agent for Chariot Funding LLC

By: /s/ Elizabeth A. Slawin

Name: Elizabeth A. Slawin

Title: Vice President

CHARIOT FUNDING LLC, as a Purchaser

By: JPMorgan Chase Bank, N.A., its attorney-in-
fact

By: /s/ Elizabeth A. Slawin

Name: Elizabeth A. Slawin

Title: Vice President

Acknowledged and Agreed:

KAR AUCTION SERVICES, INC.,

as provider of the Performance Guaranty

By: /s/ Eric M. Loughmiller _____________________________

Name: Eric M. Loughmiller

Title: Executive Vice President and Chief Financial Officer

S-5



		AFC Amendment No. 1 to Sixth A&R RPA

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, James P. Hallett, certify that:


1)	I have reviewed this Quarterly Report on Form 10-Q of KAR Auction Services, Inc.;


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


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


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


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


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


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


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


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


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


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

/s/ JAMES P. HALLETT

James P. Hallett

Chief Executive Officer

Date: May 4, 2016

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eric M. Loughmiller, certify that:


1)	I have reviewed this Quarterly Report on Form 10-Q of KAR Auction Services, Inc.;


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


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


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


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


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


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


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


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


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


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

/s/ ERIC M. LOUGHMILLER

Eric M. Loughmiller

Executive Vice President and Chief Financial Officer

Date: May 4, 2016

EXHIBIT 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

In connection with the Quarterly Report on Form 10-Q of KAR Auction Services, Inc. (the "Company") for the period ended March 31, 2016 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James P. Hallett, as Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1)	The report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


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

/s/ JAMES P. HALLETT

James P. Hallett

Chief Executive Officer

Date: May 4, 2016

EXHIBIT 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

In connection with the Quarterly Report on Form 10-Q of KAR Auction Services, Inc. (the "Company") for the period ended March 31, 2016 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Eric M. Loughmiller, as Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1)	The report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


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

/s/ ERIC M. LOUGHMILLER

Eric M. Loughmiller

Executive Vice President and Chief Financial Officer

Date: May 4, 2016