lkq-20220512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 8-K

________________________

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2022

________________________

LKQ CORPORATION

(Exact name of registrant as specified in its charter)

_______________________

Delaware

000-50404

36-4215970

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

500 West Madison Street, Suite 2800

Chicago, Illinois

60661

(Address of principal executive offices)

(Zip Code)

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

N/A

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

________________________

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


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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

LKQ

NASDAQ Global Select Market

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 8.01			Other Events.

On May 12, 2022, LKQ Corporation ("LKQ") issued a press release announcing that its Board of Directors has authorized a $500 million increase to its existing stock repurchase program. This raises the aggregate program authorization to $2.5 billion through October 25, 2024.

Repurchases under the program may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The repurchase program does not obligate LKQ to acquire any specific number of shares and may be suspended or discontinued at any time.

A copy of the May 12, 2022 press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description of Exhibit
99.1						LKQ Corporation Press Release dated May 12, 2022.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Dated: May 12, 2022



LKQ CORPORATION

By:			/s/ Varun Laroyia
			Varun Laroyia
			Executive Vice President and Chief Financial Officer

Exhibit 99.1

LKQ Corporation Announces $500 Million Increase in Stock Repurchase Program; total

authorized now $2.5 Billion through October 2024

Chicago, IL (May 12, 2022) -- LKQ Corporation (Nasdaq:LKQ) today announced that its Board of Directors has authorized a $500 million increase to its existing stock repurchase program. This raises the aggregate program authorization to $2.5 billion through October 25, 2024. Since initiating the stock repurchase plan in October 2018, the Company has repurchased 37.3 million shares through March 31, 2022 for total consideration of approximately $1.5 billion.

Varun Laroyia, Executive Vice President and Chief Financial Officer of LKQ Corporation, stated: “The strength of the balance sheet and our expectations for continued free cash flow generation have the Company well positioned to execute on the expanded stock repurchase program. The strong financial metrics and the expansion of this program further validate our commitment to a disciplined capital allocation strategy that balances returning capital to our stockholders and investing in the continued growth of the Company.”

Under the repurchase program, the Company is authorized to repurchase shares in the open market as well as in privately negotiated transactions. The timing and the amount of any repurchases of common stock will be determined by management based on its evaluation of market conditions and other factors. The repurchase program will be effected in compliance with SEC Rule 10b-18 and other applicable legal requirements. The repurchase program does not obligate the Company to acquire any specific number of shares and may be suspended or discontinued at any time. Stock purchased as part of this program will be held as treasury stock.

About LKQ Corporation

LKQ Corporation (www.lkqcorp.com) is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America, Europe and Taiwan. LKQ offers its customers a broad range of OEM recycled and aftermarket parts, replacement systems, components, equipment, and services to repair and accessorize automobiles, trucks, and recreational and performance vehicles.

Forward Looking Statements

Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act.

Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a number of risks, uncertainties, assumptions and other factors including those identified below. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual events or results to differ from the events or results predicted or implied by our forward-looking statements include, among others, major events affecting the bond markets, changes in interest rates, changes in our cash position or cash requirements for other purposes, general market conditions, and other factors discussed in our filings with the SEC, including those disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 and in our subsequent Quarterly Reports on Form 10-Q. These reports are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov.

Contact

Joseph P. Boutross

Vice President, Investor Relations

LKQ Corporation

(312) 621-2793

[email protected]