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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-22 · 67 added, 133 removed, 183 unchanged (52% of the section changed)

7 unchanged sentences

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Company's financial statements.

We have excluded from our assessment the internal control over financial reporting at Uni-Select, which was acquired in 2023.

The financial statements of Uni-Select constitute 16% of total assets (inclusive of goodwill and acquired intangible assets) and 4% of revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2023.

Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices, and actions taken to correct deficiencies as identified.

3 unchanged sentences

Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and

testing of the operational effectiveness of its internal control over financial reporting.

Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

Management reviewed the results of its assessment with the Audit Committee of the Company's Board.

5 unchanged sentences

Securities Trading Plans of Directors and Executive Officers

During the fiscal year ended December 31, 2023, none of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

None of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” during the quarter ended December 31, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

Executive Officers

Our executive officers, their ages at January 1, 2024, and their positions with us are set forth below.

Our executive officers, their ages, and their positions with us as of January 1, 2025 are set forth below.

Our executive officers are elected by and serve at the discretion of our Board.

Name Age Position

Dominick Zarcone 65 President, Chief Executive Officer and Director

Brooks 54 Senior Vice President and Chief Information Officer

Clark 49 Vice President - Finance and Controller

Jude 49 President, Chief Executive Officer and Director

Clark 50 Senior Vice President - Policy and Administration

Cunningham 46 Vice President - Finance and Controller

Dombrowski 48 Senior Vice President - Human Resources

Rick Galloway 46 Senior Vice President and Chief Financial Officer

Andy Hamilton (1)

49 Senior Vice President & President and Managing Director of LKQ Europe

Hanley 57 Senior Vice President - Development

48 Executive Vice President and Chief Operating Officer

Andy Hamilton 50 Senior Vice President & President and Managing Director of LKQ Europe

Hanley 58 Senior Vice President - Business Development and Strategy

McKay 47 Senior Vice President - General Counsel & Corporate Secretary

63 Senior Vice President & President of Wholesale - North America

Hamilton was appointed to this role effective January 1, 2024.

Jude served as Senior Vice President of Operations - Wholesale Parts Division in 2023 and was appointed to this role effective January 1, 2024.

Meyne was appointed to this role effective January 1, 2024.

Dominick Zarcone became our President and Chief Executive Officer in May 2017.

Zarcone was our Executive Vice President and Chief Financial Officer from March 2015 to May 2017.

Prior to joining our Company, he was the Managing Director and Chief Financial Officer of Baird Financial Group, a capital markets and wealth management company, and certain of its affiliates from April 2011 to March 2015.

He also served from April 2011 to March 2015 as Treasurer of Baird Funds, Inc., a family of fixed income and equity mutual funds managed by Robert W.

Incorporated, a registered broker/dealer.

From February 1995 to April 2011, Mr.

Zarcone was a Managing Director of the Investment Banking department of Robert W.

Incorporated.

From February 1986 to February 1995, he was with the investment banking company Kidder, Peabody & Co., Incorporated, most recently as Senior Vice President of Investment Banking.

In November 2023, our Board approved a leadership succession plan pursuant to which Mr.

Zarcone will retire as our President and Chief Executive Officer effective June 30, 2024.

At that time, Mr.

Zarcone will transition to a position as an executive officer of the Company with the title of Executive Advisor in order to facilitate an orderly chief executive officer transition and will serve in such capacity from July 1, 2024 through December 31, 2024.

Zarcone is a member of the Board of Directors of Generac Power Systems, Inc., a designer and manufacturer of power generation equipment and engine-powered products.

Brooks joined LKQ as Senior Vice President – Chief Information Officer in February 2020.

Prior to joining us, Mr.

Brooks held various senior management positions with GATX Corporation, a global railcar leasing company, from 2008 to 2020, including Chief Information Officer and Chief Operations Officer.

Prior to GATX, he served as Chief Information Officer for Constellation NewEnergy, a retail energy company, from 2003 to 2008.

Brooks also spent over ten years in consulting focusing on process improvement and systems implementations with firms including Accenture and Oracle.

Clark has been our Vice President – Finance and Controller since February 2011.

Prior thereto, he served as our Assistant Controller since May 2008.

Meyne 63 Senior Vice President & President of Wholesale - North America

Jude became President and Chief Executive Officer in July 2024.

Prior to this role, Mr.

Jude was our Executive Vice President and Chief Operating Officer from January 2024 to June 2024 and Senior Vice President of Operations – Wholesale Parts Division from July 2015 to December 2023.

Jude has been with us since February 2004 in various roles, including from March 2008 to February 2011 as Vice President – Supply Chain, from February 2011 to May 2014 as Vice President – Information Systems (North America), and from June 2014 to July 2015 as President of Keystone Automotive Operations, Inc., our specialty automotive business.

Clark became our Senior Vice President, Policy and Administration in May 2024.

Prior to this role, Mr.

Clark served as our Vice President, Finance and Controller from February 2011 to April 2024 and Assistant Controller from May 2008 to February 2011.

Prior to joining our Company, he was the SEC Reporting Manager of FMC Technologies, Inc., a global provider of technology solutions for the energy industry, from December 2004 to May 2008.

1 unchanged sentence

Clark, a certified public accountant (inactive), worked in public accounting for more than eight years, leaving as a Senior Manager in the audit practice of Deloitte & Touche.

Cunningham became our Vice President, Finance and Controller in May 2024.

Prior to this role, Mr.

Cunningham served as Assistant Controller from June 2021 to May 2024, Vice President, Corporate Audit from February 2018 to June 2021 and Finance Director at Euro Car Parts from July 2015 to February 2018.

Prior to joining our company, Mr.

Cunningham, a certified public accountant (inactive), began his career in public accounting with Arthur Andersen (and subsequently Deloitte) as an auditor with clients in various industries, including consumer services, manufacturing and distribution.

Dombrowski became our Senior Vice President of Human Resources in March 2021.

16 unchanged sentences

Hamilton held a variety of management roles for Halfords Group, the UK’s leading automotive and leisure retailer.

Hanley joined us in December 2002 as our Vice President of Development, Associate General Counsel and Assistant Secretary.

In December 2005, he became our Senior Vice President of Development.

Hanley became our Senior Vice President of Business Development and Strategy in October 2024.

Prior to this role, Mr.

Hanley served as our Senior Vice President of Development from December 2005 to October 2024 and Vice President of Development, Associate General Counsel and Assistant Secretary from December 2002 to December 2005.

Prior to joining our Company, Mr.

Hanley served as Senior Vice President, General Counsel and Secretary of Emerald Casino, Inc., an owner of a license to operate a riverboat casino in the State of Illinois, from June 1999 until August 2002.

5 unchanged sentences

Hanley practiced corporate and securities law with the law firm of Bell, Boyd & Lloyd LLP (now known as K&L Gates LLP) in Chicago, Illinois.

Jude became Executive Vice President and Chief Operating Officer in January 2024.

Prior to this role, Mr.

Jude was our Senior Vice President of Operations – Wholesale Parts Division since July 2015.

Jude has been with us since February 2004 in various roles, including from March 2008 to February 2011 as Vice President - Supply Chain, from February 2011 to May 2014 as Vice President – Information Systems (North America), and from June 2014 to July 2015 as President of Keystone Automotive Operations, Inc., our specialty automotive business.

In November 2023, our Board approved a leadership succession plan pursuant to which Mr.

Jude will be appointed President and Chief Executive Officer of the Company effective July 1, 2024.

Jude is a member of the Board of Directors of MEKO AB, an automotive spare parts chain in the Nordic region, of which we own approximately 26.6%.

McKay became our Senior Vice President, General Counsel and Corporate Secretary in March 2021.

11 unchanged sentences

Code of Ethics

A copy of our Code of Ethics, which is applicable to our principal executive officer, principal financial officer, and principal accounting officer, is available through our website at www.lkqcorp.com .

A copy of our Code of Ethics, which is applicable to our principal executive officer, principal financial officer, and principal accounting officer, is available through our Website.

Any amendments to the elements of our Code of Ethics enumerated in paragraph (b) of Item 406 of Regulation S-K, or waivers granted to the above listed officers relating to such elements, will be posted on our Website.

1 unchanged sentence

Information appearing under the caption "Corporate Governance—Committees of the Board—Audit Committee" in the Proxy Statement is incorporated herein by reference.

Insider Trading Policies and Procedures

Information appearing under the caption "Insider Trading Policies and Procedures" in the Proxy Statement is incorporated herein by reference.

EXECUTIVE COMPENSATION

21 unchanged sentences

All schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because they are not required under the related instructions, are not applicable, or the information has been provided in the Consolidated Financial Statements or the notes thereto.

(a)(3) Exhibits

The exhibits to this Annual Report on Form 10-K are listed in Item 15(b) of this Annual Report on Form 10-K.

Included in the exhibits listed therein are the following exhibits which constitute management contracts or compensatory plans or arrangements:

Exhibit Number Description

LKQ Corporation 401(k) Plus Plan dated August 1, 1999.

Amendment to LKQ Corporation 401(k) Plus Plan.

Trust for LKQ Corporation 401(k) Plus Plan.

LKQ Corporation 401(k) Plus Plan II, as amended and restated effective as of January 1, 2019.

LKQ Corporation 1998 Equity Incentive Plan, as amended.

Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors.

Form of LKQ Corporation Deferred Restricted Stock Unit Agreement for Non-Employee Directors.

Form of LKQ Corporation Restricted Stock Unit Agreement for Employees.

Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement (PSU 1 Award).

Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement (PSU 2 Award).

LKQ Corporation Cash Incentive Plan.

Form of LKQ Corporation Annual Cash Bonus Award Memorandum.

Form of LKQ Corporation Long-Term Cash Incentive Award Memorandum.

Form of Indemnification Agreement between directors and officers of LKQ Corporation and LKQ Corporation.

Change of Control Agreement between LKQ Corporation and Walter P.

Hanley dated as of July 24, 2014.

Change of Control Agreement between LKQ Corporation and Michael S.

Clark dated as of July 24, 2014.

Change of Control Agreement between LKQ Corporation and Dominick P.

Zarcone dated as of March 30, 2015.

Change of Control Agreement between LKQ Corporation and Justin L.

Jude dated as of May 13, 2015.

Change of Control Agreement between LKQ Corporation and Matthew J.

McKay dated as of June 1, 2016.

Change of Control Agreement between LKQ Corporation and Michael T.

Brooks dated as of January 31, 2020.

Change of Control Agreement between LKQ Corporation and Genevieve L.

Dombrowski dated as of March 22, 2021.

Change of Control Agreement between LKQ Corporation and Rick Galloway dated as of September 15, 2022.

Change of Control Agreement between LKQ Corporation and Andy Hamilton dated as of January 1, 2024.

Change of Control Agreement between LKQ Corporation and John R.

Meyne dated as of January 1, 2024.

LKQ Severance Policy for Key Executives.

Offer Letter to Dominick P.

Zarcone dated February 12, 2015.

Memorandum dated as of May 25, 2017 from Joseph M.

Holsten to Dominick P.

Memorandum dated as of September 14, 2022 from Dominick Zarcone to Rick Galloway.

LKQ Corporation Nonqualified Deferred Compensation Plan for Non-Employee Directors.

LKQ Corporation Policy for Recoupment of Incentive Compensation.

Exhibit Number Description

Arrangement Agreement, dated as of February 26, 2023, by and among LKQ Corporation, Uni-Select Inc.

3 unchanged sentences

Amended and Restated Bylaws of LKQ Corporation, as amended as of November 6, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company's report on Form 8-K filed with the SEC on November 9, 2023).

Certificate of Amendment to Restated Certificate of Incorporation of LKQ Corporation (incorporated herein by reference to Exhibit 3.1 to the Company's report on Form 8-K filed with the SEC on May 10, 2024).

Specimen of common stock certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, Registration No.

333-107417 filed with the SEC on September 12, 2003).

Credit Agreement, dated as of January 5, 2023, by and among LKQ Corporation and certain additional subsidiaries of LKQ Corporation, as borrowers, certain financial institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.1 to the Company’s report on Form 8-K filed with the SEC on January 6, 2023).

Indenture dated as of April 14, 2016 among LKQ Italia Bondco S.p.A., as Issuer, LKQ Corporation, certain subsidiaries of LKQ Corporation, the Trustee, and the Paying Agent, Transfer Agent and Registrar (incorporated herein by reference to Exhibit 4.1 to the Company’s report on Form 8-K filed with the SEC on April 18, 2016).

Supplemental Indenture dated as of June 13, 2016 among Auto Kelly a.s., LKQ Corporation, LKQ Italia Bondco S.p.A.

and the Trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s report on Form 10-Q filed with the SEC on August 2, 2016).

Supplemental Indenture dated as of June 13, 2016 among ELIT CZ, spol.

s r.o., LKQ Corporation, LKQ Italia Bondco S.p.A.

and the Trustee (incorporated herein by reference to Exhibit 4.3 to the Company’s report on Form 10-Q filed with the SEC on August 2, 2016).

Supplemental Indenture dated as of June 13, 2016 among Rhiag-Inter Auto Parts Italia S.p.A., LKQ Corporation, LKQ Italia Bondco S.p.A.

and the Trustee (incorporated herein by reference to Exhibit 4.4 to the Company’s report on Form 10-Q filed with the SEC on August 2, 2016).

Supplemental Indenture dated as of June 13, 2016 among Bertolotti S.p.A., LKQ Corporation, LKQ Italia Bondco S.p.A.

and the Trustee (incorporated herein by reference to Exhibit 4.5 to the Company’s report on Form 10-Q filed with the SEC on August 2, 2016).

Supplemental Indenture dated as of September 9, 2016 among LKQ Italia Bondco S.p.A., as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s report on Form 10-Q filed with the SEC on November 1, 2016).

Supplemental Indenture dated as of July 24, 2017 among LKQ Italia Bondco S.p.A., as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.16 to the Company's report on Form 10-K filed with the SEC on February 28, 2018).

Supplemental Indenture dated as of November 29, 2017 among LKQ Italia Bondco S.p.A., as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.17 to the Company's report on Form 10-K filed with the SEC on February 28, 2018).

Supplemental Indenture dated as of April 27, 2018 among LKQ Italia Bondco S.p.A., as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.3 to the Company's report on Form 10-Q filed with the SEC on August 6, 2018).

Supplemental Indenture dated as of July 16, 2018 among LKQ Italia Bondco S.p.A., as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.5 to the Company's report on Form 10-Q filed with the SEC on August 6, 2018).

Supplemental Indenture dated as of June 21, 2019 among LKQ Italia Bondco S.p.A, as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 10-Q filed with the SEC on August 2, 2019).

Indenture dated as of April 9, 2018 among LKQ European Holdings B.V., as Issuer, LKQ Corporation, certain subsidiaries of LKQ Corporation, the trustee, paying agent, transfer agent, and registrar (incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 8-K filed with the SEC on April 12, 2018).

Supplemental Indenture dated as of July 16, 2018 among LKQ European Holdings B.V., as Issuer, LKQ Corporation, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.6 to the Company's report on Form 10-Q filed with the SEC on August 6, 2018).

Exhibit Number Description

Supplemental Indenture dated as of June 21, 2019 among LKQ European Holdings B.V., as Issuer, LKQ Corporation, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Company's report on Form 10-Q filed with the SEC on August 2, 2019).

5 unchanged sentences

Supplemental Indenture dated as of February 15, 2024 among LKQ Corporation, as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and U.S.

Bank National Association, as Trustee.

Bank National Association, as Trustee (incorporated herein by reference to Exhibit 4.21 to the Company’s report on Form 10-K filed with the SEC on February 22, 2024).

Exhibit Number Description

Indenture, dated as of March 13, 2024, among LKQ Dutch Bond B.V., as Issuer, LKQ Corporation, as a guarantor, the other guarantors identified therein, U.S.

Bank Trust Company, National Association, as trustee, registrar and transfer agent, and Elavon Financial Services DAC, as paying agent (incorporated herein by reference to Exhibit 4.1 to the Company’s report on Form 8-K filed with the SEC on March 14, 2024).

Supplemental Indenture, dated as of March 13, 2024, among LKQ Dutch Bond B.V., as Issuer, LKQ Corporation, as a guarantor, the other guarantors identified therein, U.S.

Bank Trust Company, National Association, as trustee, registrar and transfer agent, and Elavon Financial Services DAC, as paying agent (incorporated herein by reference to Exhibit 4.2 to the Company’s report on Form 8-K filed with the SEC on March 14, 2024).

Form of 4.125% Note due 2031 (incorporated herein by reference to Exhibit 4.3 (included in Exhibit 4.2) to the Company’s report on Form 8-K filed with the SEC on March 14, 2024).

Amendment No.

1 dated as of June 5, 2024 to the Credit Agreement, dated as of January 5, 2023, by and among LKQ Corporation and certain additional subsidiaries of LKQ Corporation, as borrowers, certain financial institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 10-Q filed with the SEC on July 25, 2024).

Amendment No.

1 dated as of June 12, 2024 to the Term Loan Credit Agreement, dated as of March 27, 2023, by and among LKQ Corporation as borrower, certain financial institutions, as lenders, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.2 to the Company's report on Form 10-Q filed with the SEC on July 25, 2024).

LKQ Corporation 401(k) Plus Plan dated August 1, 1999 (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1, Registration No.

7 unchanged sentences

Form of LKQ Corporation Restricted Stock Unit Agreement for Non-Employee Directors (incorporated herein by reference to Exhibit 10.6 to the Company's report on Form 10-K filed with the SEC on February 26, 2021).

Form of LKQ Corporation Deferred Restricted Stock Unit Agreement for Non-Employee Directors.

Form of LKQ Corporation Deferred Restricted Stock Unit Agreement for Non-Employee Directors (incorporated herein by reference to Exhibit 10.7 to the Company’s report on Form 10-K filed with the SEC on February 22, 2024).

Form of LKQ Corporation Restricted Stock Unit Agreement for Employees (incorporated herein by reference to Exhibit 10.7 to the Company’s report on Form 10-K filed with the SEC on February 25, 2022).

11 unchanged sentences

Clark dated as of July 24, 2014 (incorporated herein by reference to Exhibit 10.8 to the Company’s report on Form 8-K filed with the SEC on July 28, 2014).

Change of Control Agreement between LKQ Corporation and Dominick P.

Zarcone dated as of March 30, 2015 (incorporated herein by reference to Exhibit 10.7 to the Company’s report on Form 10-Q filed with the SEC on May 1, 2015).

Change of Control Agreement between LKQ Corporation and Justin L.

2 unchanged sentences

McKay dated as of June 1, 2016 (incorporated herein by reference to Exhibit 10.34 to the Company's report on Form 10-K filed with the SEC on February 27, 2017).

Change of Control Agreement between LKQ Corporation and Michael T.

Brooks dated as of January 31, 2020 (incorporated herein by reference to Exhibit 10.26 to the Company's report on Form 10-K filed with the SEC on February 27, 2020).

Change of Control Agreement between LKQ Corporation and Genevieve L.

Dombrowski dated as of March 22, 2021 (incorporated herein by reference to Exhibit 10.24 to the Company's report on Form 10-K filed with the SEC on February 25, 2022).

Change of Control Agreement between LKQ Corporation and Rick Galloway dated as of September 15, 2022.

(incorporated herein by reference to exhibit 10.4 of the Company's report on Form 10-Q filed with the SEC on November 1, 2022)

Change of Control Agreement between LKQ Corporation and Rick Galloway dated as of September 15, 2022 (incorporated herein by reference to exhibit 10.4 of the Company's report on Form 10-Q filed with the SEC on November 1, 2022).

Change of Control Agreement between LKQ Corporation and Andy Hamilton dated as of January 1, 2024 (incorporated herein by reference to Exhibit 10.23 to the Company's report on Form 10-K filed with the SEC on February 22, 2024).

Change of Control Agreement between LKQ Corporation and John R.

Meyne dated as of January 1, 2024 (incorporated herein by reference to Exhibit 10.24 to the Company's report on Form 10-K filed with the SEC on February 22, 2024).

Change of Control Agreement between LKQ Corporation and Todd G.

Cunningham dated as of May 1, 2024 (incorporated herein by reference to exhibit 10.1 of the Company's report on Form 10-Q filed with the SEC on July 25, 2024).

LKQ Severance Policy for Key Executives (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on July 28, 2014).

Offer Letter to Dominick P.

Zarcone dated February 12, 2015 (incorporated herein by reference to Exhibit 10.4 to the Company’s report on Form 8-K filed with the SEC on March 3, 2015).

Memorandum dated as of May 25, 2017 from Joseph M.

Holsten to Dominick P.

Zarcone (incorporated herein by reference to Exhibit 10.1 to the Company's report on Form 8-K filed with the SEC on June 5, 2017).

Memorandum dated as of September 14, 2022 from Dominick Zarcone to Rick Galloway (incorporated herein by reference to Exhibit 10.2 to the Company's report on Form 8-K filed with the SEC on September 20, 2022).

LKQ Corporation Nonqualified Deferred Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.29 to the Company's report on Form 10-K filed with the SEC on February 23, 2023).

Cooperation Agreement, dated as of February 5, 2025, by and among LKQ Corporation, Ancora Catalyst Institutional, LP, Engine Capital, LP, and the other parties thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s report on Form 8-K filed with the SEC on February 6, 2025).

LKQ Corporation Policy on Insider Trading.

List of subsidiaries, jurisdictions and assumed names.

Subsidiary Guarantor of Guaranteed Securities (incorporated herein by reference to Exhibit 22.1 to the Company's report on Form S-4 filed with the SEC on September 1, 2023).

Subsidiary Guarantors of Guaranteed Securities.

Consent of Independent Registered Public Accounting Firm.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

LKQ Corporation Policy for Recoupment of Incentive Compensation.

LKQ Corporation Policy for Recoupment of Incentive Compensation (incorporated herein by reference to Exhibit 97.1 to the Company’s report on Form 10-K filed with the SEC on February 22, 2024).

101.INS Inline XBRL Instance Document

3 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit Number Description

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC or its staff upon request.

** Identifies management contract or compensatory plans, contracts or arrangements required to be filed as an exhibit.

FORM 10-K SUMMARY

2 unchanged sentences

LKQ CORPORATION

/s/ DOMINICK ZARCONE

Dominick Zarcone

/s/ JUSTIN L.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2025.

/s/ DOMINICK ZARCONE President and Chief Executive Officer, Director

Dominick Zarcone

/s/ JUSTIN L.

JUDE President and Chief Executive Officer, Director

(Principal Executive Officer)

2 unchanged sentences

(Principal Financial Officer)

/s/ MICHAEL S.

CLARK Vice President—Finance and Controller

CUNNINGHAM Vice President—Finance and Controller

(Principal Accounting Officer)

1 unchanged sentence

Patrick Berard

/s/ ANDREW CLARKE Director

Andrew Clarke

/s/ MEG ANN DIVITTO Director

Meg Ann Divitto

/s/ JOSEPH M.

HOLSTEN Director

/s/ SUE GOVE Director

/s/ BLYTHE J.

1 unchanged sentence

MENDEL Director

METCALF Director

MILLER Director

/s/ MICHAEL POWELL Director

Michael Powell

/s/ GUHAN SUBRAMANIAN Director

2 unchanged sentences

Xavier Urbain

/s/ DOMINICK ZARCONE Director

Dominick Zarcone

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures