Copart (CPRT) 10-K risk factor changes: FY2021 vs FY2020

[removed: We expect the] [added: The] worldwide COVID-19 pandemic [removed: to] [added: may] have an adverse impact on our near-term revenues principally as a result of lower auction inventories.

The geographic extent, length, and economic impact of the pandemic is unknown, but [removed: we expect] it [removed: will] [added: has the potential to] adversely affect our business and operating results.

[removed: We] [added: After the initial onset of the COVID-19 pandemic in March 2020, we] saw substantial declines in vehicle assignments, which we attribute principally to reduced accident volume as miles driven dramatically declined in response to shelter-in-place orders across the globe.

Although no single customer accounted for more than 10% of our consolidated revenues for fiscal [added: 2021,] 2020, [added: or 2019,] a limited number of vehicle sellers historically have collectively accounted for a substantial portion of our revenues.

Any failure to successfully integrate businesses acquired or operational capabilities established outside the U.S. could have an adverse effect on our consolidated results of operations, financial [removed: position] [added: position,] or cash flows.

For example, although we continue to operate a technology and operations center in India for administrative support, we decided to suspend our salvage operations in India in fiscal 2018, [added: until the Indian market develops in a manner better suited to our business model,] which did not have a material effect on our consolidated results of operations and financial [removed: position, until the Indian market develops in a manner better suited to our business model.][added: position.]

[removed: The] [added: Although we have not experienced any material disruptions in our business as a result of Brexit to date, the] ultimate effects of Brexit on us are [added: still] difficult to predict, [removed: but] [added: and] adverse consequences concerning Brexit or the European Union could include deterioration in global economic conditions, instability in global financial markets, political uncertainty, volatility in currency exchange rates, or adverse changes in the cross-border agreements currently in place, any of which could have an adverse impact on our financial results in the future.

In addition, certain acquisitions in the U.K. may be reviewed by the Competition and Markets Authority [removed: (U.K. Regulator).][added: (“U.K. Regulator”).]

[removed: Although we believe we generally enjoy positive community relationships and political] support in our range of operations, shifting public opinion sentiments and sociopolitical dynamics could have an adverse effect on our business and reputation.

Our operations and acquisitions in [added: the U.S. and] certain foreign areas expose us to political, regulatory, economic, and reputational risks.

In addition, some of our recent acquisitions have required us to integrate non-U.S. companies which had [removed: not, until our acquisition,] [added: not previously] been subject to U.S. law.

In many countries outside of the United States, particularly in those with developing economies, it may be common for persons to engage in business practices prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act [removed: (“FCPA”),] [added: (“FCPA”);] U.K. Bribery [removed: Act,] [added: Act;] Brazil Clean Companies [removed: Act,] [added: Act;] India’s Prevention of Corruption Act, [removed: 1988] [added: 1988;] or similar local anti-bribery laws.

We face risks associated with the implementation of our [removed: salvage] auction model in markets that may not operate on the same terms as the U.S. market.

In other markets, including Germany, insurers have traditionally been less involved in the disposition of [removed: salvage] vehicles.

As we expand into markets outside the U.S., Canada, and the U.K., including Germany in particular, we cannot predict whether markets will readily adapt to our strategy of online auctions [removed: of automobiles sourced principally through vehicle insurers.]

We have developed a [removed: new] proprietary enterprise operating system, and we may experience difficulties operating our business as we continue to design and develop this system.

We have developed a [removed: new] proprietary enterprise operating system to address our international expansion needs.

In addition, the transition to our internally developed proprietary system will continue to require us to commit substantial financial, operational and technical resources before the volume of business increases, without assurance [added: that the volume of business will increase.]

Any disruptions relating to our system enhancements or any problems with the implementation, particularly any disruptions impacting our operations or our ability to accurately report our financial performance on a timely [removed: basis during the implementation period, could materially and adversely affect our business.]

Any failure to maintain the integrity of our systems and infrastructure may result in loss of customers due, among other things, to slow delivery times, unreliable service levels, or insufficient capacity, any of which could have a material adverse effect on our business, consolidated [removed: financial position, and] results of [removed: operations.][added: operations, and financial position.]

[removed: The impairment] [added: Decreased utility] of internally developed capitalized software [removed: costs] could adversely affect our consolidated results of operations and financial condition.

If, at any time, it is determined that capitalized software provides a reduced economic benefit, the unamortized portion of the capitalized development costs [removed: will] [added: could] be expensed, in part or in [removed: full, as an impairment, which may have a material impact on our consolidated results of operations and financial position.][added: full.]

In addition, human error or accidental technological failure could make us vulnerable to information technology system disruptions and/or cyber-attacks, including the introduction of malicious computer viruses or code into our system, phishing attacks, [added: ransomware attacks,] or other information technology data security incidents.

Information technology system disruptions, cyber-attacks, [added: ransomware attacks,] or other cyber security incidents could materially and adversely affect our reputation, operating results, or financial condition by, among other things, making our auction platform inoperable for a period of time, damaging our reputation with buyers, sellers, and insurance companies as a result of the unauthorized disclosure of confidential information (including account data information), or resulting in governmental investigations, litigation, liability, fines, or penalties against us.

We have further enhanced our security protocols based on [removed: the investigation we conducted in response to the security incident.]

Any of the risks described above could materially and adversely affect our consolidated [removed: financial position and] results of [removed: operations.][added: operations and financial position.]

Complying with the GDPR, the CCPA, [added: the LGPD,] and similar emerging and changing privacy and data protection requirements may cause us to incur substantial costs or require us to change our business practices.

Any of the risks described above could adversely affect our consolidated [removed: financial position and] results of [removed: operations.][added: operations and financial position.]

We implemented our online system across all of our U.S., Canada, and U.K. salvage yards [removed: beginning in] [added: between] fiscal 2004 and [added: fiscal] 2008, [removed: respectively,] and experienced increases in revenues and average selling prices, as well as improved operating efficiencies in those markets.

Failure to [removed: have] [added: maintain] sufficient capacity to accept additional [removed: cars] [added: vehicles] at one or more of our storage facilities could adversely affect our relationships with insurance companies or other sellers of vehicles.

For example, Hurricanes Katrina, Rita, Sandy, and Harvey had, in certain quarters, an adverse effect on our operating results, in part because of yard capacity constraints in the impacted areas of the U.S. We regularly evaluate our capacity in all our markets and where [removed: appropriate, and] [added: appropriate] seek to increase capacity through the acquisition of additional land and yards.

For example, in fiscal [removed: 2018,] [added: 2019,] we opened [removed: three] [added: one] new operational [removed: facilities] [added: facility] in [removed: the U.S., a] [added: Brazil, seven] new operational [removed: facility] [added: facilities] in [removed: the U.K., a] [added: Germany, eleven] new operational [removed: facility] [added: facilities] in [removed: Germany,] [added: the U.S.,] and acquired [removed: four locations] [added: an operational facility] in [removed: Finland.][added: Greenville, Kentucky.]

In fiscal [removed: 2019,] [added: 2020,] we opened [added: two new operational facilities in Germany,] one new operational facility in [removed: Brazil; seven] [added: Brazil, and three] new operational facilities in [removed: Germany; and eleven] [added: the U.S. In fiscal 2021, we opened one] new operational [added: facility in Germany, one new operational facility in Spain, ten new operational] facilities in the U.S., and acquired an operational facility in [removed: Greenville, Kentucky.][added: Des Moines, Iowa.]

[removed: In fiscal 2020, we opened two new operational facilities in Germany, one new operational facility in Brazil, and three new operational facilities in the U.S.] Acquisitions are difficult to identify and complete for a number of reasons, including competition among prospective buyers, the availability of affordable financing in the capital markets and the need to satisfy applicable closing conditions and obtain antitrust and other regulatory approvals on acceptable terms.

In most of these agreements, however, the liability of the former owners is limited and certain former owners may be unable to meet their [added: indemnification responsibilities.]

We cannot assure that these indemnification provisions will protect us fully or at all, and as a [removed: result we may face unexpected liabilities that adversely affect our financial statements.]

- secure adequate capital; [removed: and]

- the availability of salvage vehicles or other vehicles we [removed: sell;][added: sell, including the supply of used and salvage vehicles in relation to the supply of new vehicle alternatives;]

- public health issues, including COVID-19 and other pandemics; [removed: and]

Our internet-based sales model has increased the relative importance of intellectual property assets to our business, and any inability to protect those rights could have a material adverse effect on our business, [removed: financial position, or] results of [removed: operations.][added: operations, or financial position.]

Risks Related to Our Business and Industry

Certain of the jurisdictions in which we operate, such as the U.K., have had more restrictive governmental actions than others, and subsequent shelter-in-place orders have occasionally stalled or regressed our assignment volumes commensurate with the severity and

duration of such orders.

Additional, non-exclusive examples of pandemic-related factors that could adversely affect our future business or operating results include the potential adverse operational impacts from outbreaks of COVID-19 at any of our locations; additional outbreaks of COVID-19 in one or more of our geographic markets; a reduction in miles driven due to one or more factors relating to the COVID-19 pandemic; the relationship of supply and demand for newly manufactured vehicles, on the one hand, and used and salvage vehicles, on the other hand, due to reduced manufacturing capacity and broader supply chain disruptions during the COVID-19 pandemic and the effects of these supply and demand relationships on the average sale prices obtained at auction for the vehicles assigned to us for remarketing; further government actions in response to COVID-19 outbreaks that restrict business activity or travel; disruptions of governmental administrative operations due to COVID-19 outbreaks that adversely impact our core business activities, such as vehicle title processing; and deteriorating economic conditions generally.

- public health issues, including but not limited to the COVID-19 pandemic;

result we may face unexpected liabilities that adversely affect our financial statements.

- identify productive uses for available capital reserves; and

During periods of mild weather

Risks Related to Regulatory Compliance and Legal Matters

Although we believe we generally enjoy positive community relationships and political

On January 29, 2020, the European Parliament approved the U.K.’s withdrawal from the European Union, commonly referred to as “Brexit.” The U.K. officially left the European Union on January 31, 2020.

of automobiles sourced principally through vehicle insurers.

For example, in March 2008, a decree issued by the president of Mexico became effective that

Trade Organization (“WTO”).

Risks Related to Our Intellectual Property and Technology

basis during the implementation period, could materially and adversely affect our business.

As of July 31, 2021, the net amount of capitalized software development costs shown on our consolidated balance sheet is $22.8 million.

the investigation we conducted in response to the security incident.

In the event of a ransomware attack, we could suffer significant financial and reputational harm, regardless of whether we choose to pay the ransom amount.

Risks Related to Ownership of Our Common Stock

- the impact of potential negative interest rates on our cash reserves;

- forthcoming cessation of the LIBOR interest rate standard;

- supply chain disruptions;

- goodwill impairment;

- bank failures;

- monetary policy and potential inflation impacts, including any adverse effects of inflation on our cash reserves; and

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws, or (iv) any action or proceeding asserting a claim that is governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware.

This provision does not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, for which the U.S. federal courts have exclusive jurisdiction, or the Securities Act of 1933, as amended.

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the foregoing provisions.

Although we believe this exclusive forum provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, officers, other employees, stockholders, or others which may discourage lawsuits with respect to such claims.

Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provision.

Further, in the event a court finds the exclusive forum provision contained in our amended and restated certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.

General Risk Factors

On January 29, 2020, the European Parliament approved the U.K.’s withdrawal from the European Union, commonly referred to as “Brexit.” The U.K. officially left the European Union on January 31, 2020.

As we do not recognize the majority of our transactional revenues until the completion of our auctions, a substantial portion of the declines in assignments we experienced in the most recent quarter will be reflected in future quarters.

To the extent that the pandemic results in temporary or longer-term declines in the number of vehicles we process, our business and operating results could be adversely affected.

Additional, non-exclusive examples of pandemic-related factors that could adversely affect our future business or operating results include the potential adverse operational impacts from outbreaks of COVID-19 at any of our locations; “second wave” outbreaks of COVID-19 in one or more of our geographic markets; a reduction in miles driven due to one or more factors

relating to the COVID-19 pandemic; any further government actions in response to COVID-19 outbreaks that restrict business activity or travel; disruptions of governmental administrative operations due to COVID-19 outbreaks that adversely impact our core business activities, such as vehicle title processing; and deteriorating economic conditions generally.

- public health issues;

On January 29, 2020, the European Parliament approved the U.K.’s withdrawal from the European Union, commonly referred to as “Brexit.” The U.K. officially left the European Union on January 31, 2020 and entered into a transition period that is scheduled to expire on December 31, 2020 during which the U.K.’s trading relationship with the European Union is expected to remain largely the same while the two parties negotiate a trade agreement as well as other aspects of the U.K.’s relationship with the European Union.

The ultimate effects of Brexit on us will also depend on the terms of agreements, if any, that the U.K. and the European Union make to retain access to each other’s respective markets either during a transitional period or more permanently.

that the volume of business will increase.

indemnification responsibilities.

In the event that we were to again experience extremely adverse weather or other

If we determine that our goodwill has become impaired, we could incur significant charges that would have a material adverse effect on our consolidated results of operations.

Goodwill represents the excess of cost over the fair market value of assets acquired in business combinations.

As of July 31, 2020, the amount of goodwill on our consolidated balance sheet subject to future impairment testing was $343.6 million.

Pursuant to ASC 350, *Intangibles—Goodwill and Other*, we are required to annually test goodwill to determine if impairment has occurred, either through a quantitative or qualitative analysis.

Additionally, interim reviews must be performed whenever events or changes in circumstances indicate that impairment may have occurred.

If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge in the period the determination is made.

The annual goodwill impairment analysis, which was performed qualitatively in the fourth quarter of fiscal 2020, considered all relevant factors specific to our reporting units, including macroeconomic conditions; industry and market considerations; overall financial performance; the impact of the COVID-19 pandemic; and relevant entity-specific events.

Changes in these factors, or changes in actual performance could affect the fair value of goodwill, which may result in an impairment charge.

For example, deterioration in worldwide economic conditions could affect these assumptions and lead us to determine that goodwill impairment is required.

We cannot accurately predict the amount or timing of any impairment of assets.

We considered the above factors noting none involved significant uncertainty.

Our calculated fair value exceeded carrying value for each reporting unit by a substantial amount in our previous quantitative analysis, indicating no material risk as of July 31, 2020, with respect to potential goodwill impairments.

Should the value of our goodwill become impaired, it could have a material adverse effect on our consolidated results of operations and could result in our incurring net losses in future periods.

On January 29, 2020, the European Parliament approved the U.K.’s withdrawal from the European Union, commonly referred to as “Brexit.” The U.K. officially left the European Union on January 31, 2020 and entered into a transition period that is scheduled to expire on December 31, 2020 during which the U.K.’s trading relationship with the European Union is expected to remain largely the same while the two parties negotiate a trade agreement as well as other aspects of the U.K.’s relationship with the European Union.

The ultimate effects of Brexit on us will also depend on the terms of agreements, if any, that the U.K. and the European Union make to retain access to each other’s respective markets either during a transitional period or more permanently.

*This Annual Report on Form 10-K for the fiscal year ended July 31, [removed: 2020,] [added: 2021,] or this Form 10-K, including the information incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the [removed: Securities Act),] [added: “Securities Act”),] and Section 21E of the Securities Exchange Act of 1934, as amended (the [removed: Exchange Act),] [added: “Exchange Act”),] including forward-looking statements concerning the potential impact of the COVID-19 pandemic on our business, operations, and operating results.

Unless the context otherwise requires, references in this Form 10-K to “Copart,” the “Company,” “we,” “us,” or “our” refer to Copart, Inc. We encourage investors to review these factors carefully together with the other matters referred to herein, as well as in the other documents we file with the Securities and Exchange Commission [removed: (“the SEC”).][added: (the “SEC”).]

Each vehicle that enters our business operations [removed: is an existing fact,] [added: already exists,] with whatever fuel technology and efficiency it was designed and built to have, and the substantial carbon emissions associated with the vehicle’s manufacture [removed: are] [added: have] already [removed: sunk costs.][added: occurred.]

For example, many of the cars we process and remarket are subsequently restored to [removed: drivable] [added: driveable] condition, reducing the new vehicle manufacturing burden the world would otherwise face.

Vehicle sellers consist primarily of insurance companies, but also include banks, finance companies, charities, fleet operators, [removed: dealers] [added: dealers, vehicle rental companies,] and [removed: from] individuals.

We sell the vehicles principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and [removed: in some jurisdictions,] to the general public.

Vehicle auction selling prices are driven primarily by: (i) market demand for rebuildable, [removed: drivable] [added: driveable] vehicles; (ii) used car pricing, which we also believe has an impact on total loss frequency; (iii) end market demand for recycled and refurbished parts as reflected in demand from dismantlers; (iv) the mix of cars sold; (v) changes in the U.S. dollar exchange rate to foreign currencies, which we believe has an impact on auction participation by international [removed: buyers,] [added: buyers;] and; (vi) changes in commodity prices, particularly the per ton price for crushed car bodies, as we believe this has an impact on the ultimate selling price of vehicles sold for scrap and vehicles sold for dismantling.

The average age of cars on the road continued to increase, growing from 9.6 years in 2002 to [removed: 11.9] [added: 12.1] years in [removed: 2020.][added: 2021.]

Beginning in March 2020, our business and operations began to experience the impact of the worldwide COVID-19 [removed: pandemic, first within our European operations and as the month progressed throughout the balance of our global operations.][added: pandemic.]

[removed: We] [added: Although we initially] saw substantial declines in vehicle [removed: assignments,] [added: assignments following the onset of the COVID-19 pandemic,] which we attribute principally to reduced accident volume as miles driven dramatically declined in response to shelter-in-place orders across the [removed: globe.][added: globe, we have generally seen vehicle assignment volumes steadily recovering; however additional subsequent shelter-in-place orders have occasionally stalled or regressed the assignment volume commensurate with the severity and duration of such orders.]

[removed: We expect the] [added: The] pandemic [removed: to] [added: may] have an adverse effect on our [removed: quarterly revenues in] future [removed: quarters,] [added: revenues,] with the magnitude and timing of these effects dependent upon the extent and duration of suspended economic activity across our markets.

[removed: The] [added: We believe that the] longer-term impact on our business will depend on potential adverse operational impacts from outbreaks of COVID-19 at any of our locations; [removed: “second wave”] [added: additional] outbreaks of COVID-19 in one or more of our geographic markets; a reduction in miles driven due to one or more factors relating to the COVID-19 pandemic; [removed: any] [added: the relationship of supply and demand for newly manufactured vehicles, on the one hand, and used and salvage vehicles, on the other hand, due to reduced manufacturing capacity and broader supply chain disruptions during the COVID-19 pandemic and the effects of these supply and demand relationships on the average sale prices obtained at auction for the vehicles assigned to us for remarketing;] further government actions in response to COVID-19 outbreaks that restrict business activity or travel; disruptions of governmental administrative operations due to COVID-19 outbreaks that adversely impact our core business activities, such as vehicle title processing; and deteriorating economic conditions generally, and the potential availability, among other things, of vaccines or treatments, none of which we can predict.

*Other [removed: Income and Expense:*] [added: (Expense) Income:*] Other [added: (expense)] income [added: consists] primarily [removed: includes] [added: of interest expense on long-term debt, see Notes to Consolidated Financial Statements, *Note 8 — Long-Term Debt;*] foreign exchange rate gains and [removed: losses, and] [added: losses;] gains and losses from the disposal of assets, which will fluctuate based on the nature of these activities each [removed: period.][added: period; and earnings from unconsolidated affiliates.]

[removed: See] [added: For further detail on both the Credit Agreement and Note Purchase Agreement, see] Notes to Consolidated Financial Statements, *Note 8 — Long-Term [removed: Debt.*][added: Debt* .]

The primary factors affecting cash operating results are: (i) seasonality; (ii) market wins and losses; (iii) supplier mix; (iv) accident frequency; (v) total loss frequency; (vi) volume from our existing suppliers; (vii) commodity pricing; (viii) used car pricing; (ix) foreign currency exchange rates; (x) product mix; (xi) contract mix to the extent applicable; (xii) our capital expenditures; and [added: (xiii)] other macroeconomic factors such as COVID-19.

A potential external source of additional working capital and liquidity is the issuance of additional debt [removed: with new lenders and] [added: or] equity.

The following tables set forth operational facilities that we have opened and [removed: began operations] [added: are now operational] from August 1, [removed: 2017] [added: 2018] through July 31, [removed: 2020:][added: 2021:]

The following table sets forth [added: the] operational facilities obtained through business acquisitions from August 1, [removed: 2017] [added: 2018] through July 31, [removed: 2020:][added: 2021:]

The period-to-period comparability of our consolidated operating results and financial position is affected by business acquisitions, new openings, [removed: weather] [added: weather,] and product introductions during such periods.

In addition to growth through business acquisitions, we seek to increase revenues and profitability by, among other things, (i) acquiring and developing additional vehicle storage facilities in key markets, including foreign markets; (ii) pursuing global, [removed: national] [added: national,] and regional vehicle seller agreements; (iii) increasing our service offerings; and (iv) expanding the application of VB3 into new markets.

The following table shows certain data from our consolidated statements of income expressed as a percentage of total service revenues and vehicle sales for fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:][added: 2019:]

| | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| (In percentages) | | | | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | |

| Service revenues and vehicle sales: | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Service revenues | | | | | | [removed: 88] [added: 85] | | % | | | | [removed: 86] [added: 88] | | % | | | | [removed: 87] [added: 86] | | % | [removed: | | | | | | | | | | | |]

| Vehicle sales | | | | | | [removed: 12] [added: 15] | | % | | | | [removed: 14] [added: 12] | | % | | | | [removed: 13] [added: 14] | | % | [removed: | | | | | | | | | | | |]

| Total service revenues and vehicle sales | | | | | | 100 | | % | | | | 100 | | % | | | | 100 | | % | [removed: | | | | | | | | | | | |]

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Yard operations | | | | | | [removed: 44] [added: 37] | | % | | | | [removed: 43] [added: 44] | | % | | | | [removed: 47] [added: 43] | | % | [removed: | | | | | | | | | | | |]

| Cost of vehicle sales | | | | | | [removed: 10 | | % | | | |] 13 | | % | | | | [removed: 11] [added: 10] | | % | | | | [removed: | | | | | |] [added: 13] | | [added: %] |

| General and administrative | | | | | | [removed: 9] [added: 8] | | % | | | | 9 | | % | | | | [removed: 10] [added: 9] | | % | [removed: | | | | | | | | | | | |]

| Total operating expenses | | | | | | [removed: 63] [added: 58] | | % | | | | [removed: 65] [added: 63] | | % | | | | [removed: 68] [added: 65] | | % | [removed: | | | | | | | | | | | |]

| Operating income | | | | | | [removed: 37] [added: 42] | | % | | | | [removed: 35] [added: 37] | | % | | | | [removed: 32] [added: 35] | | % | [removed: | | | | | | | | | | | |]

| Total other expense | | | | | | (1) | | % | | | | (1) | | % | | | | (1) | | % | [removed: | | | | | | | | | | | |]

| Income before income taxes | | | | | | [removed: 36] [added: 41] | | % | | | | [removed: 34] [added: 36] | | % | | | | [removed: 31] [added: 34] | | % | [removed: | | | | | | | | | | | |]

| Income tax expense | | | | | | [removed: 4] [added: 6] | | % | | | | [removed: 5] [added: 4] | | % | | | | [removed: 8] [added: 5] | | % | [removed: | | | | | | | | | | | |]

| Net income | | | | | | [removed: 32] [added: 35] | | % | | | | [removed: 29] [added: 32] | | % | | | | [removed: 23] [added: 29] | | % | [removed: | | | | | | | | | | | |]

Comparison of Fiscal Years ended July 31, [added: 2021,] 2020 and [removed: 2019 and 2018][added: 2019]

The following table presents a comparison of service revenues for fiscal [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:][added: 2019:]

| | | | | | | | | | Year Ended July 31, | | | | | | | | | | | | | | | | | | [added: 2021 vs. 2020] | | | | | | | | | | | | 2020 vs. 2019 | | | | | | | | | [removed: | | | | | | | | | 2019 vs. 2018 | | | | | | | | | | | | | | |]

From a financial perspective, our operating results were adversely affected by lower processed vehicle volume, but these adverse effects were more than offset by corresponding increases in vehicle average sales prices.

| Redding, California | | | | | | August 2020 | | |

| Dothan, Alabama | | | | | | August 2020 | | |

| Jacksonville, Florida | | | | | | August 2020 | | |

| Milwaukee, Wisconsin | | | | | | September 2020 | | |

| Houston, Texas | | | | | | December 2020 | | |

| Knightdale, North Carolina | | | | | | March 2021 | | |

| Gastonia, North Carolina | | | | | | May 2021 | | |

| Bismarck, North Dakota | | | | | | June 2021 | | |

| Fairburn, Georgia | | | | | | July 2021 | | |

| Dyer, Indiana | | | | | | July 2021 | | |

| Bruchmühlbach-Miesau, Rhineland-Palatinate (Mannheim) | | | | | | Germany | | | | | | February 2021 | | |

| Mallorca, Balearic Islands | | | | | | Spain | | | | | | April 2021 | | |

| Des Moines, Iowa | | | | | | United States | | | | | | July 2021 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The growth in the U.S. was driven primarily by an increase in revenue per car, partially offset by a decrease in volume.

The decrease in volume in the U.S. was driven by the COVID-19 pandemic, which reduced accident volume as miles driven declined.

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| | | | United States | | | | | | $ | 849,037 | | | | | $ | 828,066 | | | | | $ | 751,653 | | | | | $ | 20,971 | | | | | 2.5 | | % | | | | $ | 76,413 | | | | | 10.2 | | % |

| | | | International | | | | | | 154,255 | | | | | | 144,421 | | | | | | 136,458 | | | | | | 9,834 | | | | | | 6.8 | | % | | | | 7,963 | | | | | | 5.8 | | % |

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| | | | United States | | | | | | $ | 761,021 | | | | | $ | 760,043 | | | | | $ | 697,115 | | | | | $ | 978 | | | | | 0.1 | | % | | | | $ | 62,928 | | | | | 9.0 | | % |

| | | | International | | | | | | 141,354 | | | | | | 135,445 | | | | | | 127,829 | | | | | | 5,909 | | | | | | 4.4 | | % | | | | 7,616 | | | | | | 6.0 | | % |

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| | | | United States | | | | | | $ | 172,115 | | | | | $ | 154,346 | | | | | $ | 155,180 | | | | | $ | 17,769 | | | | | 11.5 | | % | | | | $ | (834) | | | | | (0.5) | | % |

| | | | International | | | | | | 34,550 | | | | | | 37,357 | | | | | | 26,687 | | | | | | (2,807) | | | | | | (7.5) | | % | | | | 10,670 | | | | | | 40.0 | | % |

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| | | | United States | | | | | | $ | 152,366 | | | | | $ | 131,551 | | | | | $ | 134,452 | | | | | $ | 20,815 | | | | | 15.8 | | % | | | | $ | (2,901) | | | | | (2.2) | | % |

| | | | International | | | | | | 33,245 | | | | | | 35,761 | | | | | | 25,687 | | | | | | (2,516) | | | | | | (7.0) | | % | | | | 10,074 | | | | | | 39.2 | | % |

From a financial perspective, our operating results were adversely affected by lower processed vehicle volume during the last five months of the year ended July 31, 2020.

As we do not recognize the majority of our transactional revenues until the completion of our auctions, a substantial portion of the declines in assignments we experienced in the most recent quarter will be reflected in future quarters.

To the extent that the pandemic results in temporary or longer-term declines in the number of vehicles we process, our business and operating results could be adversely affected.

On March 20, 2020, we filed a Current Report on Form 8-K to announce our draw down of funds under our available credit facilities in order to ensure financial flexibility given current uncertainties; we subsequently repaid all outstanding borrowings under these facilities.

As of July 31, 2020, we had cash, cash equivalents, and restricted cash of $477.7 million, an increase of $384.2 million over January 31, 2020, and had $1.5 billion of liquidity.

These incremental available cash equivalents may be used for investments in land, technology, acquisitions, working capital, share repurchases, or general corporate purposes as permitted by the applicable credit agreements.

Other expense consists primarily of interest expense on long-term debt.

| Andrews, Texas (Midland) | | | | | | August 2017 | | |

| Exeter, Rhode Island | | | | | | October 2017 | | |

| Lumberton, North Carolina | | | | | | June 2018 | | |

| Nobitz, Thuringia (Leipzig) | | | | | | Germany | | | | | | April 2018 | | |

| Belfast, Northern Ireland | | | | | | United Kingdom | | | | | | April 2018 | | |

| Espoo, Finland | | | | | | Finland | | | | | | March 2018 | | |

| Pirkkala, Finland | | | | | | Finland | | | | | | March 2018 | | |

| Oulu, Finland | | | | | | Finland | | | | | | March 2018 | | |

| Turku, Finland | | | | | | Finland | | | | | | March 2018 | | |

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| Impairment of long-lived assets | | | | | | — | | % | | | | — | | % | | | | — | | % | | | | | | | | | | | | |

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The increase in volume in the U.S. was derived from (i) growth in the number of units sold from new and expanded contracts with insurance companies and (ii) growth from existing suppliers, driven by what we believe was an increase in total loss frequency.

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| | | | United States | | | | | | $ | 827,802 | | | | | $ | 751,653 | | | | | $ | 730,865 | | | | | $ | 76,149 | | | | | 10.1 | | % | | | | $ | 20,788 | | | | | 2.8 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | International | | | | | | 144,685 | | | | | | 136,458 | | | | | | 116,003 | | | | | | 8,227 | | | | | | 6.0 | | % | | | | 20,455 | | | | | | 17.6 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | United States | | | | | | $ | 759,779 | | | | | $ | 697,115 | | | | | $ | 683,079 | | | | | $ | 62,664 | | | | | 9.0 | | % | | | | $ | 14,036 | | | | | 2.1 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | International | | | | | | 135,709 | | | | | | 127,829 | | | | | | 106,559 | | | | | | 7,880 | | | | | | 6.2 | | % | | | | 21,270 | | | | | | 20.0 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

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The increase in the U.S. was primarily the result of increased volume and higher average purchase prices, which we believe is due to a change in the mix of vehicles sold and increased demand.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | United States | | | | | | $ | 149,012 | | | | | $ | 151,854 | | | | | $ | 144,140 | | | | | $ | (2,842) | | | | | (1.9) | | % | | | | $ | 7,714 | | | | | 5.4 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | International | | | | | | 42,691 | | | | | | 30,013 | | | | | | 32,750 | | | | | | 12,678 | | | | | | 42.2 | | % | | | | (2,737) | | | | | | (8.4) | | % | | | | | | | | | | | | | | | | | | | | | | | | |

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To achieve this objective in the current uncertain global financial markets, all cash and cash equivalents were held in bank deposits and money market funds as of July 31, [removed: 2020.][added: 2021.]

As of July 31, [removed: 2020,] [added: 2021,] we held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgaged-backed securities.

Based on the average cash balance held for fiscal [removed: 2020,] [added: 2021,] a hypothetical 10% adverse change in our interest yield would not have materially affected our operating results.

Our total borrowings under the Revolving Loan Facility under the Credit Agreement were zero as of July 31, [removed: 2020.][added: 2021.]

If interest rates were to increase by [removed: 10%, our interest expense] [added: 10% it] would [removed: increase by $2.0 million.][added: not materially affect our operating results.]

A hypothetical 10% adverse change in the value of the U.S. dollar relative to the British pound, Canadian dollar, Brazilian real, European Union euro, U.A.E. dirham, Omani rial, and Bahraini dinar would have resulted in a decrease in operating income of [removed: $7.0] [added: $11.0] million for fiscal [removed: 2020.][added: 2021.]

[removed: The] [added: Although we have not experienced any material disruptions in our business as a result of Brexit to date, the] ultimate effects of Brexit on us are [added: still] difficult to predict, [removed: but] [added: and] adverse consequences concerning Brexit or the European Union could include deterioration in global economic conditions, instability in global financial markets, political uncertainty, volatility in currency exchange rates, or adverse changes in the cross-border agreements currently in place, any of which could have an adverse impact on our financial results in the future.

At July 31, [removed: 2020,] [added: 2021,] the cumulative effect of foreign exchange rate fluctuations on our consolidated financial position was a net translation loss of [removed: $121.1] [added: $100.9] million.

On January 29, 2020, the European Parliament approved the U.K.’s withdrawal from the European Union, commonly referred to as “Brexit.” The U.K. officially left the European Union on January 31, 2020.

On January 29, 2020, the European Parliament approved the U.K.’s withdrawal from the European Union, commonly referred to as “Brexit.” The U.K. officially left the European Union on January 31, 2020 and entered into a transition period that is scheduled to expire on December 31, 2020 during which the U.K.’s trading relationship with the European Union is expected to remain largely the same while the two parties negotiate a trade agreement as well as other aspects of the U.K.’s relationship with the European Union.

The ultimate effects of Brexit on us will also depend on the terms of agreements, if any, that the U.K. and the European Union make to retain access to each other’s respective markets either during a transitional period or more permanently.

We were incorporated in California in 1982, became a public company in [removed: 1994] [added: 1994,] and were reincorporated [removed: into] [added: in] Delaware in January 2012.

Our principal executive offices are located at 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254 and our telephone number [removed: there] is (972) 391-5000.

Copart®, [removed: VB2®,] BID4U®, CI & Design®, DRIVE Auto Auctions™, 1-800 CAR BUYER®, CA$HFORCARS.COM®, COPART & DESIGN®, [removed: VB2 & DESIGN®,] VB3 & DESIGN®, [removed: VB3®] [added: VB3®, NPA,] and CrashedToys.com® are trademarks of Copart, Inc. or one of its direct or indirect wholly-owned subsidiaries.

Each vehicle that enters our business operations [removed: is an existing fact,] [added: already exists,] with whatever fuel technology and efficiency it was designed and built to have, and the substantial carbon emissions associated with the vehicle’s manufacture [removed: are] [added: have] already [removed: sunk costs.][added: occurred.]

For example, many of the cars we process and remarket are subsequently restored to [removed: drivable] [added: driveable] condition, reducing the new vehicle manufacturing burden the world would otherwise face.

Many of our cars are purchased by dismantlers, who recycle and refurbish parts for vehicle repairs, again [added: reducing new and aftermarket parts manufacturing.]

[removed: And finally, some of our vehicles are returned to their raw material] inputs through scrapping, reducing the need for further new resource extraction.

Vehicle sellers consist primarily of insurance companies, but also include banks, finance companies, charities, fleet operators, [removed: dealers] [added: dealers, vehicle rental companies,] and [removed: from] individuals.

We sell the vehicles principally to licensed vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and [removed: in some jurisdictions,] to the general public.

In the U.K., Germany, and [removed: Spain,] [added: Spain] we operate both as an agent and on a principal basis, in some cases purchasing salvage vehicles outright and reselling the vehicles for our own account.

Through our [removed: Virtual Bidding Third Generation (VB3)] [added: VB3] auction platform, our sales process is open to registered buyers (whom we refer to as “members”) anywhere in the world with access to the internet.

For fiscal [removed: 2020,] [added: 2021,] sales of U.S. vehicles, on a unit basis, to members registered outside the state where the vehicle was located accounted for [removed: 60.5%] [added: 64.1%] of total vehicles sold; of which [removed: 24.8%] [added: 29.7%] of vehicles were sold to out of state members within the U.S. and [removed: 35.7%] [added: 34.4%] were sold to International members, based on the IP address utilized during the auction process.

For fiscal [removed: 2020,] [added: 2021,] our revenues were [removed: $2.2] [added: $2.7] billion and our operating income was [removed: $816.1 million.][added: $1.1 billion.]

In fiscal [removed: 2018,] [added: 2019,] we opened [removed: three] [added: one] new operational [removed: facilities] [added: facility] in [removed: the U.S., a] [added: Brazil, seven] new operational [removed: facility] [added: facilities] in [removed: the U.K., a] [added: Germany, eleven] new operational [removed: facility] [added: facilities] in [removed: Germany,] [added: the U.S.,] and acquired [removed: four locations] [added: an operational facility] in [removed: Finland.][added: Greenville, Kentucky.]

In fiscal [removed: 2019,] [added: 2021,] we opened one new operational facility in [removed: Brazil; seven] [added: Germany, one] new operational [removed: facilities] [added: facility] in [removed: Germany; and eleven] [added: Spain, ten] new operational facilities in the U.S., and acquired an operational facility in [removed: Greenville, Kentucky.][added: Des Moines, Iowa.]

Although there are other sellers of vehicles, such as banks, finance companies, charities, fleet operators, [removed: dealers] [added: dealers, vehicle rental companies,] and [removed: from] individuals, our primary sellers of vehicles are insurance companies.

The primary buyers of vehicles at our auctions are vehicle dismantlers, rebuilders, repair licensees, used vehicle dealers, exporters, and [removed: in some jurisdictions,] the general public.

The vehicle is inspected by the insurance company’s adjuster, who estimates the costs of repairing the vehicle and gathers information regarding the damaged vehicle’s mileage, [removed: options] [added: options,] and condition in order to estimate its [removed: PAV, otherwise known as actual cash value (“ACV”).][added: PAV.]

Automobile manufacturers continuously incorporate new standard features, including unibody construction utilizing exotic [removed: metals,] [added: metals;] passenger safety cages with surrounding crumple zones to absorb [removed: impacts,] [added: impacts;] plastic and ceramic [removed: components, airbags,] [added: components; airbags;] adaptive [removed: headlights,] [added: headlights;] computer [removed: systems,] [added: and navigation systems;] advanced cameras, [added: including backup camera systems;] collision warning [removed: systems,] [added: systems; dynamic cruise control; lane departure warning systems; automatic braking;] and [removed: navigation] [added: blind spot detection] systems.

Generally, upon receipt of the pickup [removed: order (the assignment),] [added: order, or the assignment,] we arrange for the transportation of a vehicle to our nearest facility.

As a service to the vehicle seller, we will customarily pay advance charges (reimbursable charges paid on behalf of vehicle sellers) to obtain the vehicle’s release from a towing company, vehicle repair [removed: facility] [added: facility,] or impound facility.

Advance charges paid on behalf of the vehicle seller are either recovered upon sale of the vehicle, invoiced separately to the [removed: seller] [added: seller,] or deducted from the net proceeds due to the seller.

Generally, sellers of non-salvage vehicles will arrange to deliver the vehicle to one of our [removed: locations.][added: locations, although we may offer transportation services to obtain the vehicle.]

Our growth strategy is to increase revenues and profitability by, among other things, (i) acquiring and developing additional vehicle storage facilities in key markets, including foreign markets; (ii) pursuing global, [removed: national] [added: national,] and regional vehicle seller agreements; (iii) increasing our service offerings; and (iv) expanding the application of VB3 into new markets.

Our strategy is to offer integrated services to vehicle sellers on a global, [removed: national] [added: national,] or regional basis by acquiring or developing facilities in new and existing markets.

Pursue Global, [removed: National] [added: National,] and Regional Vehicle Supply Agreements

Our broad global presence enhances our ability to enter into [removed: local, regional, national] [added: global, national,] or [removed: global] [added: regional] supply agreements with vehicle sellers.

We actively seek to establish [removed: global, national, and regional] supply agreements with insurance companies by promoting our ability to achieve high net returns and broader access to buyers through our national coverage and electronic commerce capabilities.

This includes, for our sellers, real-time access to sales data over the internet, the ability to respond on a national [removed: scale and,] [added: scale, and] for our members, the implementation of VB3 real-time bidding at substantially all of our facilities, permitting members at any location worldwide to participate in the sales at our yards.

- mobile applications, which allow members to search, bid, create watch lists, join [removed: auctions] [added: auctions,] and bid in numerous languages from anywhere;

- online payment capabilities via our ePay product, credit [removed: cards] [added: cards,] and [removed: dealer] [added: third-party] financing programs;

- email [added: and text] notifications available in numerous languages to potential buyers of vehicles that match desired characteristics;

- specialty sales, which allow buyers the opportunity to focus on such select types of vehicles as motorcycles, heavy equipment, boats, recreational [removed: vehicles] [added: vehicles,] and rental cars;

Our revenues for the year ended July 31, [removed: 2020] [added: 2021] were distributed as follows: U.S. 84.4% and International 15.6%.

Geographic information as well as comparative segment revenues and related financial information pertaining to the U.S. and International segments for the years ended July 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] are presented in the tables in Note *13 — Segments and Other Geographic Reporting*, to the Notes to Consolidated Financial Statements, which are included in Part II, Item 8 of this Form 10-K.

Through Copart Access, our internet-based service for vehicle sellers, we enable sellers to assign vehicles for sale, check sales calendars, view vehicle images and history, view and reprint body shop invoices and towing [removed: receipts] [added: receipts,] and view the historical performance of the vehicles sold at our sales.

In the [removed: U.S. and Canada,] [added: U.K.,] we perform transportation services through a combination of our fleet of over [removed: 90] [added: 240] vehicles and [removed: predominately using] third-party vehicle transport companies.

Our national network and transportation capabilities provide cost and time savings to our vehicle sellers and [removed: ensure on-time] [added: offer timely] vehicle pick up and prompt response to catastrophes and natural disasters in the U.S. and Canada.

In [removed: the U.K.,] [added: Germany,] we perform transportation services through [removed: a combination of] our fleet of over [removed: 230] [added: 45] vehicles and third-party vehicle transport companies.

In [removed: Germany,] [added: the U.S. and Canada,] we perform transportation services through [added: a combination of third-party vehicle transport companies and] our fleet of over [removed: 25] [added: 140] vehicles.

And finally, some of our vehicles are returned to their raw material

This capability was expanded out to the U.K. in fiscal 2021.

Against these other vehicle remarketers, we face competition for long-term contractual commitments and various supply agreements with sellers, in addition to competition for the acquisition of vehicle storage facilities.

Employees and Human Capital

Our ability to build long-term value depends on our ability to attract, retain, develop, and motivate talented personnel at all levels within our global enterprise.

Our employees are our greatest asset.

Our goal is to create a strong culture built upon our foundational core values: act with integrity; be an owner; challenge the norm; get results; and celebrate our people.

We have a diverse, multi-cultural workforce and we celebrate our diversity by promoting inclusion across our global organization.

As of July 31, 2021, we had approximately 8,600 full and part-time employees, of which approximately 71% were located in the U.S. and 29% located within our International segment.

Of the approximately 6,100 full and part-time employees based in the U.S, approximately 49% of them identify as female.

We also believe our workforce is ethnically diverse.

As of July 31, 2021, our U.S. workforce consisted of approximately 49% individuals identifying as White, 20% as Hispanic or Latino, 15% as Black or African American, 5% as Asian, 3% as two or more races, Native American or Alaska Native, Native Hawaiian or Pacific Islander, and 8% as Not Disclosed.

Additionally, of the approximately 870 employees serving in the U.S. in management roles and above, up to and including executives, 64% identify as male and 36% identify as female

Of the approximately 2,500 employees based within the International segment, approximately 33% of them identify as female.

We also believe our workforce is ethnically diverse.

As of July 31, 2021, our International workforce consisted of approximately 59% individuals identifying as White, 28% as Asian, 3% as Black or African, 2% as Hispanic or Latino, 2% as Other, and 5% as Not Disclosed.

Additionally, of the approximately 277 employees serving Internationally in management roles and above, up to and including executives, 69% identify as male and 31% identify as female.

Our human capital objective is to attract, retain, develop, and motivate talented employees.

We use online search tools, specialized recruiting firms, employee referral programs, job postings in various media platforms, and university recruiting to cast a wide and varied net for talented candidates.

In order to promote the success of our company and increase stockholder value, among other elements in the total of mix of employee compensation, we offer a combination of competitive base salary, equity incentives, and bonus plans that are designed to motivate and reward personnel.

Our executive compensation structure aligns incentives with our strategic growth objectives, including long-term share price appreciation.

In that regard, our executive compensation programs place greater weighting on equity compensation than other forms of compensation offered to all employees.

For more details regarding our executive compensation, refer to information incorporated by reference from the information set forth under the captions “Executive Compensation” and “Compensation Discussion and Analysis” in our 2021 Proxy Statement.

We value the health and well-being of our employees, and provide generous benefit options to best suit our employees and their families.

Within our U.S. segment, we pay a significant portion of the benefit premiums related to our health benefits.

In many cases, employees are offered certain benefits at no charge to them or their families.

Our U.S. benefit platform is built from a whole person model, meaning we offer options that assist in keeping the whole person healthy.

Employees and their families can select from a wide range of benefits from traditional health and dental insurance to financial wellness and estate planning.

We have designed our plans around the following four pillars: Health, Financial Security, Life, and Education.

Our Health benefits include: multiple medical plans, dental and vision coverage, and wellness programs combined with external support networks.

The Financial Security benefits program includes: 401K plan with employer match options; an Employee Stock Purchase Program (“ESPP”) that offers employees the option to purchase Copart shares at a discounted price and become stockholders of the company; access to both health and dependent care flexible spending accounts; and an overall financial wellness platform.

Our Life program provides a range of insurance products, employee assistance programs as well as identity protection and legal services.

Finally, our Education program includes tuition support for employees and scholarship opportunities for employees’ children.

This is combined with our global training and development program that focuses on leadership development, as well as training in various topics including diversity, anti-harassment, ethics, and regulatory compliance.

Within our International segment, we also offer a variety of benefit plans similar to the U.S. segment, albeit adjusted to reflect local market conditions.

In fiscal 2021, our ongoing focus on workplace safety and regulatory compliance has enabled us to maintain business continuity while promoting a safe work environment during the COVID-19 pandemic.

Specifically, we introduced work-from-home arrangements for a substantial portion of our workforce and social distancing for those that have returned to the office, in accordance with local health authority guidelines.

At the same time, our know-how in the area of title processing is a competitive advantage.

Severe weather events, including but not limited to tornadoes, floods, hurricanes, and hailstorms, can also impact our volumes.

reducing new and aftermarket parts manufacturing.

*Percentage Incentive Program.* Our Percentage Incentive Program is an innovative processing program designed to broadly serve the needs of vehicle sellers.

vehicles, and identifying drivable vehicles.

Employees

As of July 31, 2020, we had 7,600 full-time employees, of whom 1,388 were engaged in general and administrative functions and 6,212 were engaged in yard operations.

We are not currently subject to any collective bargaining agreements and believe our relationships with our employees are good.

Employees per geographic region are as follows:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| United States | | | | | | 5,395 | | |

| International | | | | | | 2,205 | | |

| Total employees | | | | | | 7,600 | | |

For a discussion of Legal Proceedings that affect us, refer to the Notes to Consolidated Financial Statements, *[Note](#if6b1fc25c1c944ab86fa7c3f77022338_226) [](#if6b1fc25c1c944ab86fa7c3f77022338_226)[14 — Commitments and Contingencies](#if6b1fc25c1c944ab86fa7c3f77022338_226)* included in [Part I](#if6b1fc25c1c944ab86fa7c3f77022338_226)[V](#if6b1fc25c1c944ab86fa7c3f77022338_226)[, Item 1](#if6b1fc25c1c944ab86fa7c3f77022338_226)[6](#if6b1fc25c1c944ab86fa7c3f77022338_226) of this report.

Legal Proceedings

We are subject to threats of litigation and are involved in actual litigation and damage claims arising in the ordinary course of business, such as actions related to injuries, property damage, contract disputes, and handling or disposal of vehicles.

There are no material pending legal proceedings to which we are party, or with respect to which our property is subject.

We have provided for costs relating to matters when a loss is probable and the amount can be reasonably estimated.

The effect of the outcome of any such matters on our future consolidated results of operations and cash flows cannot be predicted because any such effect depends on future results of operations and the amount and timing of the resolution of any such matters.

We believe that any ultimate liability would not have a material effect on our consolidated results of operations, financial position, or cash flows.

However, the amount of the liabilities associated with claims, if any, cannot be determined with certainty.

We maintain insurance which may or may not provide coverage for claims made against us.

There is no assurance

that there will be insurance coverage available when and if needed.

Additionally, the insurance that we carry requires that we pay for costs and/or claims exposure up to the amount of the insurance deductibles.

For the fiscal year ended July 31, [removed: 2020][added: 2021]

| Delaware | | | | | | 000-23255 | | | | | | [removed: | | |] 94-2867490 | | | | | | [removed: | | | | | | | | |]

| (State or other jurisdiction of incorporation or organization) | | | | | | (Commission File Number) | | | | | | [removed: | | |] (I.R.S. Employer Identification No.) | | | | | | [removed: | | | | | | | | |]

| 14185 Dallas Parkway | | | Suite 300 | | | Dallas | | | Texas | | | 75254 | | | | | | [removed: | | | | | | | | | | | |]

| (Address of principal executive offices, including zip code) | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | [removed: | | | | | |]

| Title of each class | | | Trading Symbol(s) | | | Name of each exchange on which registered | | | [removed: | | | | | |]

| Common Stock, par value $0.0001 | | | CPRT | | | The NASDAQ Global Select Market | | | [removed: | | | | | |]

The aggregate market value of the voting and non-voting Common Stock held by non-affiliates of the registrant as of January 31, [removed: 2020] [added: 2021] (the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $20,623,302,411] [added: $22,942,885,751] based upon the closing sales price reported for such date on the NASDAQ Global Select Market.

As of September [removed: 25, 2020, 235,971,920] [added: 23, 2021, 237,100,519] shares of the registrant’s common stock were outstanding.

Portions of our definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders, also referred to in this Annual Report on Form 10-K as our Proxy Statement, which will be filed with the Securities and Exchange Commission, or SEC, pursuant to Regulation 14A within 120 days after the registrant’s fiscal year end of July 31, [removed: 2020,] [added: 2021,] have been incorporated by reference in Part III hereof.

For the Fiscal Year Ended July 31, [removed: 2020][added: 2021]

| | | | | | | | | | Page Number | | | [removed: | | | | | |]

| Item 1 | | | | | | [removed: [Business](#i4c7614062f2f49079d0a1fb7892fb9b4_19) | | | [1](#i4c7614062f2f49079d0a1fb7892fb9b4_19) | | |] [added: [Business](#if6b1fc25c1c944ab86fa7c3f77022338_19)] | | | [added: [1](#if6b1fc25c1c944ab86fa7c3f77022338_19)] | | |

| | | | | | | [Industry [removed: Overview](#i4c7614062f2f49079d0a1fb7892fb9b4_22) | | | [3](#i4c7614062f2f49079d0a1fb7892fb9b4_22) | | |] [added: Overview](#if6b1fc25c1c944ab86fa7c3f77022338_22)] | | | [added: [3](#if6b1fc25c1c944ab86fa7c3f77022338_22)] | | |

| | | | | | | [Operating and Growth [removed: Strategy](#i4c7614062f2f49079d0a1fb7892fb9b4_25) | | | [5](#i4c7614062f2f49079d0a1fb7892fb9b4_25) | | |] [added: Strategy](#if6b1fc25c1c944ab86fa7c3f77022338_25)] | | | [added: [5](#if6b1fc25c1c944ab86fa7c3f77022338_25)] | | |

| | | | | | | [Our Competitive [removed: Advantages](#i4c7614062f2f49079d0a1fb7892fb9b4_28) | | | [5](#i4c7614062f2f49079d0a1fb7892fb9b4_28) | | |] [added: Advantages](#if6b1fc25c1c944ab86fa7c3f77022338_28)] | | | [added: [5](#if6b1fc25c1c944ab86fa7c3f77022338_28)] | | |

| | | | | | | [Our Business [removed: Segments](#i4c7614062f2f49079d0a1fb7892fb9b4_31) | | | [7](#i4c7614062f2f49079d0a1fb7892fb9b4_31) | | |] [added: Segments](#if6b1fc25c1c944ab86fa7c3f77022338_31)] | | | [added: [7](#if6b1fc25c1c944ab86fa7c3f77022338_31)] | | |

| | | | | | | [Our Service [removed: Offerings](#i4c7614062f2f49079d0a1fb7892fb9b4_34) | | | [7](#i4c7614062f2f49079d0a1fb7892fb9b4_34) | | |] [added: Offerings](#if6b1fc25c1c944ab86fa7c3f77022338_34)] | | | [added: [7](#if6b1fc25c1c944ab86fa7c3f77022338_34)] | | |

| | | | | | | [Management Information [removed: Systems](#i4c7614062f2f49079d0a1fb7892fb9b4_46) | | | [12](#i4c7614062f2f49079d0a1fb7892fb9b4_46) | | |] [added: Systems](#if6b1fc25c1c944ab86fa7c3f77022338_46)] | | | [added: [12](#if6b1fc25c1c944ab86fa7c3f77022338_46)] | | |

| | | | | | | [Environmental [removed: Matters](#i4c7614062f2f49079d0a1fb7892fb9b4_52) | | | [12](#i4c7614062f2f49079d0a1fb7892fb9b4_52) | | |] [added: Matters](#if6b1fc25c1c944ab86fa7c3f77022338_52)] | | | [added: [13](#if6b1fc25c1c944ab86fa7c3f77022338_52)] | | |

| | | | | | | [Governmental [removed: Regulations](#i4c7614062f2f49079d0a1fb7892fb9b4_55) | | | [13](#i4c7614062f2f49079d0a1fb7892fb9b4_55) | | |] [added: Regulations](#if6b1fc25c1c944ab86fa7c3f77022338_55)] | | | [added: [14](#if6b1fc25c1c944ab86fa7c3f77022338_55)] | | |

| | | | | | | [Intellectual Property and Proprietary [removed: Rights](#i4c7614062f2f49079d0a1fb7892fb9b4_58) | | | [13](#i4c7614062f2f49079d0a1fb7892fb9b4_58) | | |] [added: Rights](#if6b1fc25c1c944ab86fa7c3f77022338_58)] | | | [added: [14](#if6b1fc25c1c944ab86fa7c3f77022338_58)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i4c7614062f2f49079d0a1fb7892fb9b4_64) | | | [13](#i4c7614062f2f49079d0a1fb7892fb9b4_64) | | |] [added: Factors](#if6b1fc25c1c944ab86fa7c3f77022338_64)] | | | [added: [14](#if6b1fc25c1c944ab86fa7c3f77022338_64)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i4c7614062f2f49079d0a1fb7892fb9b4_67) | | | [27](#i4c7614062f2f49079d0a1fb7892fb9b4_67) | | |] [added: Comments](#if6b1fc25c1c944ab86fa7c3f77022338_67)] | | | [added: [29](#if6b1fc25c1c944ab86fa7c3f77022338_67)] | | |

| Item 2. | | | | | | [removed: [Properties](#i4c7614062f2f49079d0a1fb7892fb9b4_70) | | | [27](#i4c7614062f2f49079d0a1fb7892fb9b4_70) | | |] [added: [Properties](#if6b1fc25c1c944ab86fa7c3f77022338_70)] | | | [added: [29](#if6b1fc25c1c944ab86fa7c3f77022338_70)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i4c7614062f2f49079d0a1fb7892fb9b4_73) | | | [27](#i4c7614062f2f49079d0a1fb7892fb9b4_73) | | |] [added: Proceedings](#if6b1fc25c1c944ab86fa7c3f77022338_73)] | | | [added: [29](#if6b1fc25c1c944ab86fa7c3f77022338_73)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosure](#i4c7614062f2f49079d0a1fb7892fb9b4_76) | | | [28](#i4c7614062f2f49079d0a1fb7892fb9b4_76) | | |] [added: Disclosure](#if6b1fc25c1c944ab86fa7c3f77022338_76)] | | | [added: [29](#if6b1fc25c1c944ab86fa7c3f77022338_76)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4c7614062f2f49079d0a1fb7892fb9b4_82) | | | [29](#i4c7614062f2f49079d0a1fb7892fb9b4_82) | | |] [added: Securities](#if6b1fc25c1c944ab86fa7c3f77022338_82)] | | | [added: [30](#if6b1fc25c1c944ab86fa7c3f77022338_82)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4c7614062f2f49079d0a1fb7892fb9b4_88) | | | [33](#i4c7614062f2f49079d0a1fb7892fb9b4_88) | | |] [added: Operations](#if6b1fc25c1c944ab86fa7c3f77022338_88)] | | | [added: [33](#if6b1fc25c1c944ab86fa7c3f77022338_88)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4c7614062f2f49079d0a1fb7892fb9b4_106) | | | [50](#i4c7614062f2f49079d0a1fb7892fb9b4_106) | | |] [added: Risk](#if6b1fc25c1c944ab86fa7c3f77022338_106)] | | | [added: [46](#if6b1fc25c1c944ab86fa7c3f77022338_106)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i4c7614062f2f49079d0a1fb7892fb9b4_109) | | | [51](#i4c7614062f2f49079d0a1fb7892fb9b4_109) | | |] [added: Data](#if6b1fc25c1c944ab86fa7c3f77022338_109)] | | | [added: [47](#if6b1fc25c1c944ab86fa7c3f77022338_109)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4c7614062f2f49079d0a1fb7892fb9b4_112) | | | [51](#i4c7614062f2f49079d0a1fb7892fb9b4_112) | | |] [added: Disclosure](#if6b1fc25c1c944ab86fa7c3f77022338_112)] | | | [added: [47](#if6b1fc25c1c944ab86fa7c3f77022338_112)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i4c7614062f2f49079d0a1fb7892fb9b4_115) | | | [51](#i4c7614062f2f49079d0a1fb7892fb9b4_115) | | |] [added: Procedures](#if6b1fc25c1c944ab86fa7c3f77022338_115)] | | | [added: [47](#if6b1fc25c1c944ab86fa7c3f77022338_115)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i4c7614062f2f49079d0a1fb7892fb9b4_118) | | | [54](#i4c7614062f2f49079d0a1fb7892fb9b4_118) | | |] [added: Information](#if6b1fc25c1c944ab86fa7c3f77022338_118)] | | | [added: [50](#if6b1fc25c1c944ab86fa7c3f77022338_118)] | | |

| [PART [removed: III](#i4c7614062f2f49079d0a1fb7892fb9b4_121) | | | | | |] [added: III](#if6b1fc25c1c944ab86fa7c3f77022338_121)] | | | | | | | | | [removed: [55](#i4c7614062f2f49079d0a1fb7892fb9b4_121)] [added: [51](#if6b1fc25c1c944ab86fa7c3f77022338_121)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4c7614062f2f49079d0a1fb7892fb9b4_124) | | | [55](#i4c7614062f2f49079d0a1fb7892fb9b4_124) | | |] [added: Governance](#if6b1fc25c1c944ab86fa7c3f77022338_124)] | | | [added: [51](#if6b1fc25c1c944ab86fa7c3f77022338_124)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i4c7614062f2f49079d0a1fb7892fb9b4_127) | | | [55](#i4c7614062f2f49079d0a1fb7892fb9b4_127) | | |] [added: Compensation](#if6b1fc25c1c944ab86fa7c3f77022338_127)] | | | [added: [51](#if6b1fc25c1c944ab86fa7c3f77022338_127)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4c7614062f2f49079d0a1fb7892fb9b4_130) | | | [55](#i4c7614062f2f49079d0a1fb7892fb9b4_130) | | |] [added: Matters](#if6b1fc25c1c944ab86fa7c3f77022338_130)] | | | [added: [51](#if6b1fc25c1c944ab86fa7c3f77022338_130)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4c7614062f2f49079d0a1fb7892fb9b4_133) | | | [55](#i4c7614062f2f49079d0a1fb7892fb9b4_133) | | |] [added: Independence](#if6b1fc25c1c944ab86fa7c3f77022338_133)] | | | [added: [51](#if6b1fc25c1c944ab86fa7c3f77022338_133)] | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#if6b1fc25c1c944ab86fa7c3f77022338_13) | | | | | | | | | [1](#if6b1fc25c1c944ab86fa7c3f77022338_13) | | |

| | | | | | | [Sales](#if6b1fc25c1c944ab86fa7c3f77022338_37) | | | [11](#if6b1fc25c1c944ab86fa7c3f77022338_37) | | |

| | | | | | | [Members](#if6b1fc25c1c944ab86fa7c3f77022338_40) | | | [11](#if6b1fc25c1c944ab86fa7c3f77022338_40) | | |

| | | | | | | [Competition](#if6b1fc25c1c944ab86fa7c3f77022338_43) | | | [11](#if6b1fc25c1c944ab86fa7c3f77022338_43) | | |

| | | | | | | [Employees and Human Capital](#if6b1fc25c1c944ab86fa7c3f77022338_49) | | | [12](#if6b1fc25c1c944ab86fa7c3f77022338_49) | | |

| | | | | | | [Seasonality](#if6b1fc25c1c944ab86fa7c3f77022338_61) | | | [14](#if6b1fc25c1c944ab86fa7c3f77022338_61) | | |

| [PART II](#if6b1fc25c1c944ab86fa7c3f77022338_79) | | | | | | | | | [30](#if6b1fc25c1c944ab86fa7c3f77022338_79) | | |

| Item 6. | | | | | | [Reserved](#if6b1fc25c1c944ab86fa7c3f77022338_85) | | | [32](#if6b1fc25c1c944ab86fa7c3f77022338_85) | | |

| [Signatures](#if6b1fc25c1c944ab86fa7c3f77022338_151) | | | | | | | | | [56](#if6b1fc25c1c944ab86fa7c3f77022338_151) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#i4c7614062f2f49079d0a1fb7892fb9b4_13) | | | | | | | | | | | | | | | [1](#i4c7614062f2f49079d0a1fb7892fb9b4_13) | | |

| | | | | | | [Sales](#i4c7614062f2f49079d0a1fb7892fb9b4_37) | | | [11](#i4c7614062f2f49079d0a1fb7892fb9b4_37) | | | | | | | | |

| | | | | | | [Members](#i4c7614062f2f49079d0a1fb7892fb9b4_40) | | | [11](#i4c7614062f2f49079d0a1fb7892fb9b4_40) | | | | | | | | |

| | | | | | | [Competition](#i4c7614062f2f49079d0a1fb7892fb9b4_43) | | | [11](#i4c7614062f2f49079d0a1fb7892fb9b4_43) | | | | | | | | |

| | | | | | | [Employees](#i4c7614062f2f49079d0a1fb7892fb9b4_49) | | | [12](#i4c7614062f2f49079d0a1fb7892fb9b4_49) | | | | | | | | |

| | | | | | | [Seasonality](#i4c7614062f2f49079d0a1fb7892fb9b4_61) | | | [13](#i4c7614062f2f49079d0a1fb7892fb9b4_61) | | | | | | | | |

| [PART II](#i4c7614062f2f49079d0a1fb7892fb9b4_79) | | | | | | | | | | | | | | | [29](#i4c7614062f2f49079d0a1fb7892fb9b4_79) | | |

| Item 6. | | | | | | [Selected Financial Data](#i4c7614062f2f49079d0a1fb7892fb9b4_85) | | | [32](#i4c7614062f2f49079d0a1fb7892fb9b4_85) | | | | | | | | |

| [Signatures](#i4c7614062f2f49079d0a1fb7892fb9b4_145) | | | | | | | | | | | | | | | [60](#i4c7614062f2f49079d0a1fb7892fb9b4_145) | | |

In Canada, we own or lease facilities in the provinces of Ontario, Quebec, Alberta, Nova Scotia, British Columbia, [removed: Newfoundland] [added: Newfoundland,] and New Brunswick.

In Brazil, we own or lease [removed: thirteen] [added: fourteen] operating facilities.

In Germany we operate an online platform and own or lease [removed: twelve] [added: eleven] operating facilities.

In Spain, we operate an online platform, own one operating facility and lease [removed: five] [added: six] additional storage locations.

On July 31, [removed: 2020,] [added: 2021,] the last reported sale price of our common stock on the NASDAQ Global Select Market was [removed: $93.25] [added: $147.00] per share.

For fiscal [removed: 2020] [added: 2021] and [removed: 2018,] [added: 2020,] we did not repurchase any shares of our common stock under the program.

As of July 31, [removed: 2020,] [added: 2021,] the total number of shares repurchased under the program was 114,549,198, and 81,450,802 shares were available for repurchase under our program.

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program | | | | | | Maximum Number of Shares That May Yet be Purchased Under the [removed: Program(1)] [added: Program(1)] | | |

| May 1, [removed: 2020] [added: 2021] through May 31, [removed: 2020] [added: 2021] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 81,450,802 | | |

| June 1, [removed: 2020] [added: 2021] through June 30, [removed: 2020] [added: 2021] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 81,450,802 | | |

| July 1, [removed: 2020] [added: 2021] through July 31, [removed: 2020] [added: 2021] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 81,450,802 | | |

In fiscal [removed: 2018,] [added: 2021,] certain [removed: members of our Board of Directors] [added: employees] exercised stock options through [added: a] cashless [removed: exercises.][added: exercise.]

We remitted [removed: $101.3] [added: $3.8] million, [removed: $45.6] [added: $101.3] million, and [removed: no amounts for] [added: $45.6 million during] the years ended July 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively, to the proper taxing authorities in satisfaction of the employees’ statutory withholding requirements.

| Period | | | | | | Options Exercised | | | | | | Weighted Average Exercise Price | | | | | | Shares Net Settled for Exercise | | | | | | Shares Withheld for Taxes [removed: (1)] [added: (1)] | | | | | | Net Shares to Employees | | | | | | Weighted Average Share Price for Withholding | | | | | | Employee [removed: Stock Based] [added: Stock-Based] Tax Withholding (in 000s) | | |

| FY 2019—Q3 | | | | | | 3,000,000 | | | | | | [removed: 17.81] [added: $] | [added: 17.81] | | | | | 945,162 | | | | | | 806,039 | | | | | | 1,248,799 | | | | | | [added: $ |] 56.53 | | | | | [added: $] | 45,565 | | [removed: |]

There were no issuances of unregistered securities in the year ended July 31, [removed: 2020.][added: 2021.]

The following is a line graph comparing the cumulative total return to stockholders of our common stock at July 31, [removed: 2020] [added: 2021] since July 31, [removed: 2015,] [added: 2016,] to the cumulative total return over such period of (i) the NASDAQ Composite Index, (ii) the NASDAQ Industrial Index, and (iii) the [removed: NASDAQ Q-50 (NXTQ).][added: S&P 500 Index.]

the NASDAQ Industrial Index, [added: and] the S&P 500 [removed: Index, and the NASDAQ Q-50 (NXTQ)][added: Index]

[removed: ][added: ]

| | | | | | | Fiscal Year Ended July 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | [removed: 2015 | | | | | |] 2016 | | | | | | 2017 | | | | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2021] | | |

* Assumes that $100.00 was invested on July 31, [removed: 2015] [added: 2016] in our common stock, in the NASDAQ Composite Index, the NASDAQ Industrial Index, [removed: the NASDAQ Q-50 (NXTQ),] and the S&P 500 Index and that all dividends were reinvested.

As of July 31, 2021, there were 237,014,273 shares of our common stock issued and outstanding.

As of September 23, 2021, we had 806 holders of record of our common stock.

| Fourth Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 81,450,802 | | |

| *Fiscal 2021* | | | | | | | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 81,450,802 | | |

| Second Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 81,450,802 | | |

| Third Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 81,450,802 | | |

| FY 2021—Q4 | | | | | | 90,000 | | | | | | 17.73 | | | | | | 12,366 | | | | | | 29,349 | | | | | | 48,285 | | | | | | 129.01 | | | | | | 3,786 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Copart, Inc. | | | | | | $ | 100.00 | | | | | $ | 124.86 | | | | | $ | 227.56 | | | | | $ | 307.41 | | | | | $ | 369.75 | | | | | $ | 582.87 | |

| NASDAQ Composite | | | | | | $ | 100.00 | | | | | $ | 124.41 | | | | | $ | 151.94 | | | | | $ | 163.71 | | | | | $ | 217.38 | | | | | $ | 298.96 | |

| NASDAQ Industrial | | | | | | $ | 100.00 | | | | | $ | 118.86 | | | | | $ | 145.63 | | | | | $ | 154.22 | | | | | $ | 199.55 | | | | | $ | 258.21 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 116.04 | | | | | $ | 134.89 | | | | | $ | 145.66 | | | | | $ | 163.08 | | | | | $ | 222.51 | |

As of July 31, 2020, there were 235,315,337 shares outstanding.

As of September 25, 2020, we had 828 stockholders of record.

| *Fiscal 2018* | | | | | | | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 89,086,398 | | |

| Second Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 89,086,398 | | |

| Third Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 89,086,398 | | |

| Fourth Quarter | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 89,086,398 | | |

| FY 2018—Q2 | | | | | | 80,000 | | | | | | $ | 6.54 | | | | | 11,996 | | | | | | — | | | | | | 68,004 | | | | | | $ | 43.60 | | | | | $ | — | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Copart, Inc. | | | | | | $ | 100.00 | | | | | $ | 139.99 | | | | | $ | 174.80 | | | | | $ | 318.57 | | | | | $ | 430.36 | | | | | $ | 517.62 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| NASDAQ Composite | | | | | | $ | 100.00 | | | | | $ | 101.92 | | | | | $ | 126.80 | | | | | $ | 154.86 | | | | | $ | 166.85 | | | | | $ | 221.55 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| NASDAQ Industrial | | | | | | $ | 100.00 | | | | | $ | 106.49 | | | | | $ | 126.97 | | | | | $ | 150.17 | | | | | $ | 159.06 | | | | | $ | 204.20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 105.61 | | | | | $ | 122.56 | | | | | $ | 142.46 | | | | | $ | 153.84 | | | | | $ | 172.23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| NASDAQ Q-50 (NXTQ) | | | | | | $ | 100.00 | | | | | $ | 92.67 | | | | | $ | 108.01 | | | | | $ | 121.15 | | | | | $ | 135.28 | | | | | $ | 178.45 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The following selected consolidated financial data should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7.

of this Form 10-K, and “Financial Statements and Supplementary Data” in Part II, Item 8 of this Form 10-K.

Our historical results of operations are not necessarily indicative of results of operations to be expected for any future period.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Fiscal Year Ended July 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (In thousands, except per share) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | $ | 2,205,583 | | | | | $ | 2,041,957 | | | | | $ | 1,805,695 | | | | | $ | 1,447,981 | | | | | $ | 1,268,449 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | | | | 816,099 | | | | | | 716,475 | | | | | | 584,345 | | | | | | 461,299 | | | | | | 406,470 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | | | | 800,839 | | | | | | 704,951 | | | | | | 562,511 | | | | | | 440,100 | | | | | | 395,865 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income taxes | | | | | | 100,932 | | | | | | 113,258 | | | | | | 144,504 | | | | | | 45,839 | | | | | | 125,505 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 699,907 | | | | | $ | 591,693 | | | | | $ | 418,007 | | | | | $ | 394,261 | | | | | $ | 270,360 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic net income per common share | | | | | | $ | 3.00 | | | | | $ | 2.57 | | | | | $ | 1.80 | | | | | $ | 1.72 | | | | | $ | 1.18 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted average common shares outstanding | | | | | | 233,202 | | | | | | 230,489 | | | | | | 231,793 | | | | | | 228,686 | | | | | | 228,846 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted net income per common share | | | | | | $ | 2.93 | | | | | $ | 2.46 | | | | | $ | 1.73 | | | | | $ | 1.66 | | | | | $ | 1.11 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted weighted average common shares outstanding | | | | | | 238,656 | | | | | | 240,453 | | | | | | 241,877 | | | | | | 237,019 | | | | | | 244,295 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents, and restricted cash | | | | | | $ | 477,718 | | | | | $ | 186,319 | | | | | $ | 274,520 | | | | | $ | 210,100 | | | | | $ | 155,849 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Working capital | | | | | | 607,715 | | | | | | 405,163 | | | | | | 431,860 | | | | | | 285,108 | | | | | | 220,523 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | | | | 3,455,261 | | | | | | 2,547,617 | | | | | | 2,307,698 | | | | | | 1,982,501 | | | | | | 1,649,820 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt | | | | | | 397,787 | | | | | | 401,229 | | | | | | 399,898 | | | | | | 633,038 | | | | | | 640,492 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stockholders’ equity | | | | | | 2,489,516 | | | | | | 1,778,381 | | | | | | 1,581,099 | | | | | | 1,098,600 | | | | | | 774,456 | | | | | | | | | | | | | | | | | | | | | | | | | | |

Management assessed our internal control over financial reporting for the fiscal year ended July 31, [removed: 2020.][added: 2021.]

Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of our internal control over financial reporting as of July 31, [removed: 2020.][added: 2021.]

We have audited the internal control over financial reporting of Copart, Inc. (the Company) as of July 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Copart, Inc. maintained, in all material respects, effective internal control over financial reporting as of July 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2020] [added: 2021] consolidated financial statements of the Company, and our report dated September [removed: 28, 2020] [added: 27, 2021] expressed an unqualified opinion thereon.

September 27, 2021

September 28, 2020

Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file a definitive proxy statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders (the Proxy Statement) not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference.

There were no delinquent Section 16(a) Reports during fiscal [removed: 2020.][added: 2021.]

The information required by this item is incorporated herein by reference from the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, [removed: 2020] [added: 2021] fiscal year end) under the heading “Executive Compensation,” “Compensation of Directors,” and “Corporate Governance and Board of Directors.”

The information required by this item is incorporated herein by reference from the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, [removed: 2020] [added: 2021] fiscal year end) under the headings “Security Ownership” and “Executive Compensation,” subheading “Equity Compensation Plan Information.”

The information required by this item is incorporated herein by reference from the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, [removed: 2020] [added: 2021] fiscal year end) under the heading “Related Person Transactions and Section 16(a) Beneficial Ownership Compliance,” “Corporate Governance and Board of Directors,” and under the proposal captioned “Election of Directors.”

The information required by this item is incorporated herein by reference from the proposal captioned “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement (to be filed with the Securities and Exchange Commission within 120 days of our July 31, [removed: 2020] [added: 2021] fiscal year end).

Our consolidated financial statements at July 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and for each of the three years in the period ended July 31, [removed: 2020] [added: 2021] and the notes thereto, together with the report of the independent registered public accounting firm on those consolidated financial statements are hereby filed as part of this annual report on Form 10-K.

Refer to [Exhibit [removed: Index](#i4c7614062f2f49079d0a1fb7892fb9b4_244)] [added: Index](#if6b1fc25c1c944ab86fa7c3f77022338_148)] included herein.

| | | | | | | | | | | | | Incorporated by reference herein | | | | | | | | | [removed: | | | | | |]

| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | Date | | | [removed: | | | | | |]

| 3.1 | | | | | | [Copart, Inc. Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/900075/000090007516000018/cprt01312016-ex31.htm) | | | | | | Quarterly Report on Form 10-Q, (File No. 000-23255), Exhibit No. 3.1 | | | | | | February 25, 2016 | | | [removed: | | | | | |]

| 3.2 | | | | | | [Certificate of Amendment to the Copart, Inc. Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/900075/000090007516000136/cprt12162016certificateofa.htm) | | | | | | Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 2 | | | | | | December 22, 2016 | | | [removed: | | | | | |]

| 3.3 | | | | | | [Bylaws of Copart, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/900075/000090007516000136/cprt12162016arbylawsmajori.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/900075/000162828021018786/copartinc-bylawsasamendeds.htm)] | | | | | | Current Report on Form 8-K, (File No. 000-23255), Exhibit No. [removed: 3 | | | | | | December 22, 2016] [added: 3.1] | | | | | | [added: September 16, 2021] | | |

| 4.1 | | | | | | [Description of Capital Stock](http://www.sec.gov/Archives/edgar/data/900075/000090007519000022/cprt07312019-ex41.htm) | | | | | | Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 4.1 | | | | | | September 30, 2019 | | | [removed: | | | | | |]

| 10.1 | | | * | | | [Copart Inc. 2007 Equity Incentive Plan, as Amended and Restated (2007 EIP)](http://www.sec.gov/Archives/edgar/data/900075/000090007516000136/cprtamendedandrestated2007.htm) | | | | | | Current Report on Form 8-K, (File No. 000-23255), Exhibit No. 1 | | | | | | December 22, 2016 | | | [removed: | | | | | |]

| 10.2 | | | * | | | [Form of Performance Share Award Agreement for use with 2007 EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d1.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | December 12, 2007 | | | [removed: | | | | | |]

| 10.3 | | | * | | | [Form of Restricted Stock Unit Award Agreement for use with 2007 EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d3.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.3 | | | | | | December 12, 2007 | | | [removed: | | | | | |]

| 10.4 | | | * | | | [Form of Stock Option Award Agreement for use with 2007 EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d5.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.5 | | | | | | December 12, 2007 | | | [removed: | | | | | |]

| 10.5 | | | * | | | [Form of Restricted Stock Award Agreement for use with 2007 EIP](http://www.sec.gov/Archives/edgar/data/900075/000110465907088501/a07-31307_1ex10d4.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.4 | | | | | | December 12, 2007 | | | [removed: | | | | | |]

| 10.6 | | | * | | | [Copart, Inc. Executive Bonus [removed: Plan](http://www.sec.gov/Archives/edgar/data/900075/000110465906051216/a06-17234_1ex10d13.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/900075/000162828021004639/exhibit101.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. [removed: 10.13b | | | | | | August 3, 2006] [added: 10.1] | | | | | | [added: March 5, 2021] | | |

| [removed: 10.7] [added: 10.15] | | | * | | | [removed: [Amended and Restated Executive] [added: [Executive] Officer Employment [removed: Agreement] [added: Agreement, effective October 5, 2020,] between the Registrant and [removed: William E. Franklin, dated September 25, 2008](http://www.sec.gov/Archives/edgar/data/900075/000110465908075796/a08-30073_1ex10d1.htm)] [added: John North](http://www.sec.gov/Archives/edgar/data/900075/000090007520000029/cprtex101executiveoffi.htm)] | | | | | | Quarterly Report on Form 10-Q (File No. 000-23255), Exhibit No. 10.1 | | | | | | [removed: December 10, 2008 | | | | | |] [added: November 20, 2020] | | |

| [removed: 10.8] [added: 10.7] | | | * | | | [Form of Indemnification Agreement signed by executive officers and directors](http://www.sec.gov/Archives/edgar/data/900075/000114544312001120/d29549_ex10-17.htm) | | | | | | Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 10.17 | | | | | | October 1, 2012 | | | [removed: | | | | | |]

| [removed: 10.9] [added: 10.12] | | | | | | [removed: [Credit Agreement] [added: [Second Amendment to Credit Agreement, dated as of July 21, 2016, by and] among [added: Copart, Inc.,] the [removed: Registrant,] [added: subsidiaries of Copart, Inc. party thereto,] the lenders [removed: from time to time] party thereto, and [removed: Wells Fargo Bank,] [added: Bank of America,] N.A., as administrative [removed: agent, dated as of December 3, 2014](http://www.sec.gov/Archives/edgar/data/900075/000114544314001444/d31887_ex10-1.htm)] [added: agent.](http://www.sec.gov/Archives/edgar/data/900075/000090007516000054/cprt072716ex101.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | [removed: December 4, 2014 | | | | | |] [added: July 27, 2016] | | |

| [removed: 10.10] [added: 10.08] | | | | | | [removed: [Security] [added: [Note Purchase] Agreement among the [removed: Registrant, the lenders from time to time party thereto,] [added: Registrant] and [removed: Wells Fargo Bank, N.A., as collateral agent,] [added: each of the purchasers listed on Schedule B] dated as of December 3, [removed: 2014](http://www.sec.gov/Archives/edgar/data/900075/000114544314001444/d31887_ex10-2.htm)] [added: 2014](http://www.sec.gov/Archives/edgar/data/900075/000114544314001444/d31887_ex10-3.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. [removed: 10.2] [added: 10.3] | | | | | | December 4, 2014 | | | [removed: | | | | | |]

| | | | | | | | | | | | | Incorporated by reference herein | | | | | | | | | [removed: | | | | | |]

| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | Date | | | [removed: | | | | | |]

| [removed: 10.11] [added: 10.13] | | | | | | [removed: [Note] [added: [First Amendment to Note] Purchase [removed: Agreement] [added: Agreement, dated as of July 21, 2016, by and] among [added: Copart, Inc.,] the [removed: Registrant and each] [added: subsidiaries] of [added: Copart, Inc. party thereto and] the purchasers [removed: listed on Schedule B dated as of December 3, 2014](http://www.sec.gov/Archives/edgar/data/900075/000114544314001444/d31887_ex10-3.htm)] [added: party thereto.](http://www.sec.gov/Archives/edgar/data/900075/000090007516000054/cprt072716ex102.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. [removed: 10.3 | | | | | | December 4, 2014] [added: 10.2] | | | | | | [added: July 27, 2016] | | |

| [removed: 10.12] [added: 10.09] | | | * | | | [Copart, Inc. 2014 Employee Stock Purchase Plan](http://www.sec.gov/Archives/edgar/data/900075/000114544314001453/d31889_ex10-1.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | December 5, 2014 | | | [removed: | | | | | |]

| [removed: 10.13] [added: 10.10] | | | * | | | [Executive Officer Employment Agreement, effective January 4, 2016, between the Registrant and Jeffrey Liaw.](http://www.sec.gov/Archives/edgar/data/900075/000162828015008945/cprt10312015-ex1026executi.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.26 | | | | | | November 23, 2015 | | | [removed: | | | | | |]

| [removed: 10.14] [added: 10.11] | | | | | | [First Amendment to Credit Agreement, dated as of March 15, 2016, by and among Copart, Inc., the subsidiaries of Copart, Inc. party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.](http://www.sec.gov/Archives/edgar/data/900075/000090007516000021/cprt031516-ex101.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | March 17, 2016 | | | [removed: | | | | | |]

| [removed: 10.15] [added: 10.14] | | | | | | [removed: [Second Amendment to] [added: [First Amended and Restated] Credit Agreement, dated as of July 21, [removed: 2016,] [added: 2020,] by and among Copart, [removed: Inc., the] [added: certain] subsidiaries of [removed: Copart, Inc. party thereto,] [added: Copart.] the lenders party thereto, and Bank of [removed: America, N.A.,] [added: America,N.A.,] as administrative [removed: agent.](http://www.sec.gov/Archives/edgar/data/900075/000090007516000054/cprt072716ex101.htm)] [added: agent.](http://www.sec.gov/Archives/edgar/data/900075/000162828020010649/firstamendedandrestate.htm)] | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | July 27, [removed: 2016 | | | | | |] [added: 2020] | | |

| | | | | | | | | | | | | Incorporated by reference herein | | | | | | | | | [removed: | | | | | |]

| Exhibit Number | | | | | | Description | | | | | | Form | | | | | | Date | | | [removed: | | | | | |]

| 21.1 | | | | | | [List of subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000090007520000021/cprt07312020-ex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/900075/000090007521000022/cprt07312021-ex211.htm)] | | | | | | — | | | | | | Filed herewith | | | [removed: | | | | | |]

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/900075/000090007520000021/cprt07312020-ex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/900075/000090007521000022/cprt07312021-ex231.htm)] | | | | | | — | | | | | | Filed herewith | | | [removed: | | | | | |]

| 24.1 | | | | | | Power of Attorney (included on signature page) | | | | | | — | | | | | | Filed herewith | | | [removed: | | | | | |]

| 31.1 | | | | | | [Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007520000021/cprt07312020-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007521000022/cprt07312021-ex311.htm)] | | | | | | — | | | | | | Filed herewith | | | [removed: | | | | | |]

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007520000021/cprt07312020-ex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007521000022/cprt07312021-ex312.htm)] | | | | | | — | | | | | | Filed herewith | | | [removed: | | | | | |]

| 32.1 | | | (1) | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007520000021/cprt07312020-ex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007521000022/cprt07312021-ex321.htm)] | | | | | | — | | | | | | Filed herewith | | | [removed: | | | | | |]

| 32.2 | | | (1) | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007520000021/cprt07312020-ex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/900075/000090007521000022/cprt07312021-ex322.htm)] | | | | | | — | | | | | | Filed herewith | | | [removed: | | | | | |]

| 101.INS | | | | | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | | | | | | | | [removed: | | | | | |]

| 101.SCH | | | | | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | [removed: | | | | | |]

| 101.CAL | | | | | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | [removed: | | | | | |]

| 101.DEF | | | | | | XBRL Extension Definition | | | | | | | | | | | | | | | [removed: | | | | | |]

| 101.LAB | | | | | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | [removed: | | | | | |]

| 101.PRE | | | | | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | | | | | | [removed: | | | | | |]

| 104 | | | | | | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | | | | | | | | | | | | | | | [removed: | | | | | |]

| (1) | | | | | | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. | | | | | | | | | | | | | | | [removed: | | | | | |]

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| | | | By: | | | | | | /s/ JOHN NORTH | | |

| John North | | | | | | | | | | | | | | |

| /s/ CHERYLYN HARLEY LEBON | | | | | | Director | | | | | | September 27, 2021 | | |

| Cherylyn Harley LeBon | | | | | | | | | | | | | | |

| /s/ CARL SPARKS | | | | | | Director | | | | | | September 27, 2021 | | |

| Carl Sparks | | | | | | | | | | | | | | |

| | | | | | | 2021 | | | | | | 2020 | | |

| Goodwill | | | | | | 355,717 | | | | | | 343,622 | | |

| Other assets | | | | | | 41,831 | | | | | | 39,934 | | |

| Long-term debt and other liabilities, net of discount | | | | | | 397,636 | | | | | | 396,900 | | |

| | | | | | | | | | | | | | | |

| Interest expense, net | | | | | | (20,247) | | | | | | (18,871) | | | | | | (17,585) | | |

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| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 936,495 | | | | | | | | | | | | 936,495 | | |

| Exercise of stock options, net of repurchased shares | | | | | | 1,589,557 | | | | | | — | | | | | | 39,049 | | | | | | — | | | | | | (6,145) | | | | | | | | | | | | 32,904 | | |

| Employee stock-based compensation | | | | | | — | | | | | | — | | | | | | 40,922 | | | | | | — | | | | | | — | | | | | | | | | | | | 40,922 | | |

| Balances at July 31, 2021 | | | | | | 237,014,273 | | | | | | $ | 24 | | | | | $ | 761,834 | | | | | $ | (100,860) | | | | | $ | 2,868,203 | | | | | | | | | | | $ | 3,529,201 | |

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| Balance as of July 31, 2021 | | | | | | $ | 7,485 | |

The Company applies the provisions of the accounting standard for uncertain tax positions to its income taxes.

In determining net income for financial statement purposes, the Company makes certain estimates and judgments in the calculation of tax provisions and the resultant tax liabilities.

In the ordinary course of global business, there may be transactions and calculations where the ultimate tax outcome is uncertain.

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| 10.16 | | | | | | [First Amendment to Note Purchase Agreement, dated as of July 21, 2016, by and among Copart, Inc., the subsidiaries of Copart, Inc. party thereto and the purchasers party thereto.](http://www.sec.gov/Archives/edgar/data/900075/000090007516000054/cprt072716ex102.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.2 | | | | | | July 27, 2016 | | | | | | | | |

| 10.17 | | | | | | [First Amended and Restated Credit Agreement, dated as of July 21, 2020, by and among Copart, certain subsidiaries of Copart. the lenders party thereto, and Bank of America,N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/900075/000162828020010649/firstamendedandrestate.htm) | | | | | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 10.1 | | | | | | July 27, 2020 | | | | | | | | |

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| | | | By: | | | | | | /s/ JEFFREY LIAW | | | | | | | | |

| Jeffrey Liaw | | | | | | | | | | | | | | |

September 28, 2020

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| Other assets | | | | | | 39,721 | | | | | | 43,836 | | | | | | | | | | | | | | |

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| Deferred income taxes | | | | | | 71,686 | | | | | | 48,683 | | | | | | | | | | | | | | |

| Long-term debt and finance lease obligations, net of discount | | | | | | 397,036 | | | | | | 400,091 | | | | | | | | | | | | | | |

| Other liabilities | | | | | | 430 | | | | | | 3,342 | | | | | | | | | | | | | | |

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| Impairment of long-lived assets | | | | | | — | | | | | | — | | | | | | 1,131 | | | | | | | | | | | | | | |

| Interest expense | | | | | | (20,230) | | | | | | (19,810) | | | | | | (20,368) | | | | | | | | | | | | | | |

| Interest income | | | | | | 1,359 | | | | | | 2,225 | | | | | | 1,293 | | | | | | | | | | | | | | |

| Net income attributable to noncontrolling interest | | | | | | — | | | | | | — | | | | | | 140 | | | | | | | | | | | | | | |

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| Comprehensive income attributable to noncontrolling interest | | | | | | — | | | | | | — | | | | | | 140 | | | | | | | | | | | | | | |

| Comprehensive income attributable to Copart, Inc. | | | | | | $ | 711,348 | | | | | $ | 567,092 | | | | | $ | 410,615 | | | | | | | | | | | | | |

| Balances at July 31, 2017 | | | | | | 230,488,296 | | | | | | $ | 23 | | | | | $ | 453,349 | | | | | $ | (100,676) | | | | | $ | 745,370 | | | | | $ | 534 | | | | | $ | 1,098,600 | | | | | | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 417,867 | | | | | | 140 | | | | | | 418,007 | | | | | | | | |

| Distribution to noncontrolling interest | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (235) | | | | | | (235) | | | | | | | | |

| Sale of majority-owned subsidiary | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (439) | | | | | | (439) | | | | | | | | |