GROUP 1 AUTOMOTIVE INC

1. BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying Consolidated Financial Statements and notes thereto, have been prepared in accordance with U.S. GAAP and reflect the consolidated accounts of the parent company, Group 1 Automotive, Inc., and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated in consolidation. Group 1 Automotive, Inc. and its subsidiaries are collectively referred to as the “Company” in these Notes to Consolidated Financial Statements.

On July 1, 2022, the Company completed the disposal of 100% of the issued and outstanding equity interests of the Company’s Brazilian operations (the “Brazil Disposal Group”). The Brazil Disposal Group met the criteria to be reported as discontinued operations. Therefore, the related assets, liabilities and operating results of the Brazil Disposal Group are reported as discontinued operations (the “Brazil Discontinued Operations”) for all periods presented. Unless otherwise specified, disclosures in these Consolidated Financial Statements reflect continuing operations only. Refer to Note 4. Discontinued Operations and Other Divestitures for additional information on the Brazil Discontinued Operations.

During the year ended December 31, 2024, the Company recognized $10.0 million of business interruption insurance recoveries as a result of the June 2024 cybersecurity incident experienced by CDK, which resulted in service outages on CDK’s dealers’ systems. The insurance recoveries were recognized within Other operating (income) expense in the Consolidated Statements of Operations.

Certain amounts in the Consolidated Financial Statements and the accompanying notes may not compute due to rounding. All computations have been calculated using unrounded amounts for all periods presented. These Consolidated Financial Statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented.

Use of Estimates

The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period. Management analyzes the Company’s estimates based on historical experience and other assumptions that are believed to be reasonable under the circumstances, however, actual results could differ materially from such estimates. The significant estimates made by management in the accompanying Consolidated Financial Statements include, but are not limited to, inventory valuation adjustments, reserves for future chargebacks on finance, insurance and vehicle service contract fees, self-insured property and casualty insurance exposure, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of goodwill and intangible franchise rights, and reserves for potential litigation.

Revenue Recognition

Refer to Note 2. Revenues for further discussion of the Company’s revenue streams and accounting policies related to revenue recognition.

Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and various other short-term investments with original maturities of three months or less at the date of purchase.

Receivables

Refer to Note 9. Receivables, Net and Contract Assets for further discussion of the Company’s receivable accounts and related accounting policies.

Inventories

New and used retail vehicles are carried at the lower of specific cost or net realizable value. Specific cost consists of the amount paid to acquire the vehicle, plus the cost of reconditioning, equipment addition and transportation. In determining the lower of specific cost or net realizable value of new and used vehicles, the Company considers historical loss experience and current market trends.

Parts and accessories inventories are valued at the lower of cost or net realizable value and determined on a first-in, first-out basis. The Company incurs shipping costs in connection with selling parts to customers which is included in Cost of Sales in the Consolidated Statements of Operations.

Certain manufacturers offer vehicle rebates, in the form of purchase discounts, once applicable incentive targets are met. Incentive targets typically consist of volume incentives to order and/or sell certain models and/or volumes of inventory over designated periods of time. The Company also receives dealer rebates and incentive payments on parts purchases from the automobile manufacturers on new vehicle retail sales. Additionally, the Company receives interest assistance from certain automobile manufacturers that is reflected as a vehicle purchase price discount. The rebates, interest assistance and other dealer incentives reduce inventory costs in the Consolidated Balance Sheets and are reflected as a reduction to Cost of Sales in the Consolidated Statements of Operations as the vehicles are sold.

Refer to Note 10. Inventories for further discussion of the Company’s inventory accounts.

Property and Equipment, Net

Property and equipment, recorded at cost, is depreciated using the straight-line method over the estimated useful lives of the assets to estimated salvage values. Leasehold improvements are capitalized and amortized over the lesser of the estimated term of the lease or the estimated useful life of the asset.

Property and equipment estimated useful lives are as follows:

Expenditures for major additions or improvements, which improve or extend the useful lives of the assets are capitalized. Minor replacements and routine maintenance and repairs, which do not improve or extend the lives of the assets, are expensed as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The Company performs an impairment analysis on long-lived assets used in operations when events or circumstances indicate that the carrying value of such assets may not be recoverable. This review consists of comparing the carrying amount of the asset group with its expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable and supportable assumptions. If the asset group’s carrying amount exceeds its future undiscounted cash flows, an impairment charge is measured as the amount by which its carrying amount exceeds its fair value. Refer to Note 11. Property and Equipment, Net for further discussion. The fair value of property is typically based on a third-party appraisal which requires adjustments to market-based valuation inputs to reflect the different characteristics between the property being measured and comparable properties, which are considered level 3 inputs within the fair value hierarchy described further in Note 8. Financial Instruments and Fair Value Measurements.

Business Combinations

Business acquisitions are accounted for under the acquisition method of accounting, whereby the Company measures and recognizes the fair value of assets acquired and liabilities assumed at the date of acquisition. The operating results of entities acquired are included in the accompanying Consolidated Statements of Operations from the date of acquisition. For material acquisitions, the Company typically utilizes third-party experts to determine the fair values of property acquired.

The fair values of assets acquired and liabilities assumed in business combinations are estimated using various assumptions. The most significant assumptions, and those requiring the most judgment, involve the estimated fair values of property and intangible franchise rights.

If the initial accounting for a business combination has not been concluded by the end of the reporting period in which the acquisition occurs, an estimate will be recorded and disclosure of those open areas will be provided. The Company will record any material adjustments to the initial estimates based on new information obtained that would have existed as of the date of the acquisition within a year of the acquisition date.

Refer to Note 3. Acquisitions for further discussion of the Company’s business combinations.

Goodwill and Intangible Franchise Rights

Goodwill represents the excess, at the date of acquisition, of the purchase price of an acquired business over the fair value of the net tangible and intangible assets acquired. The Company is organized intotwo geographic regions, the U.S. region and the U.K. region. The Company has determined that each region represents a reporting unit for the purpose of assessing goodwill for impairment.

In addition to goodwill, the Company recognizes, at the dealership level, separately identifiable intangible assets for rights under franchise agreements with manufacturers. Most of the Company’s franchise agreements continue indefinitely. The Company believes that these agreements can be renewed without substantial cost based on the history with the manufacturer. As such, the Company’s intangible assets for rights under franchise agreements are considered non-amortizing indefinite lived intangible assets, expected to contribute to cash flows of the Company for an indefinite period of time.

The Company evaluates goodwill and intangible franchise rights for impairment annually as of October 31, or more frequently if events or circumstances indicate possible impairment has occurred.

Refer to Note 13. Intangible Franchise Rights and Goodwill for further discussion of the Company’s goodwill and intangibles, including results of its impairment testing.

Income Taxes

The Company is subject to income taxes at the U.S. federal level and in 17 states in the U.S., as well as in the U.K., each of which has unique tax calculations. As the amount of income generated in each jurisdiction varies from period to period, the Company’s effective tax rate can vary based on the proportion of taxable income generated in each jurisdiction.

The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more-likely-than-not that some or all of the deferred tax assets will not be realized. The Company has recognized deferred tax assets, net of valuation allowances, that it believes will be realized, based primarily on the assumption of future taxable income. Refer to Note 16. Income Taxes for further discussion.

Derivative Financial Instruments

The Company holds derivative financial instruments consisting of interest rate swaps that are designated as cash flow hedges. Refer to Note 8. Financial Instruments and Fair Value Measurements for further discussion of the Company’s accounting policies relating to its derivative financial instruments, including fair value measurements.

Advertising

The Company expenses the costs of advertising as incurred. Advertising expense is included in Selling, general and administrative expenses in the Consolidated Statements of Operations and totaled$96.2 million,$83.0 million and $76.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company receives advertising assistance from certain automobile manufacturers, which the Company is required to spend on qualified advertising, and which is subject to audit and chargeback by the manufacturer. The assistance is accounted for as a reduction to SG&A expenses as earned and amounted to $24.8 million, $22.3 million and $17.4 millionfor the years ended December 31, 2024, 2023 and 2022, respectively.

Statements of Cash Flows

With respect to all new vehicle floorplan borrowings, the vehicle manufacturers draft the funds directly from the Company’s credit facilities with no cash flow to or from the Company. With respect to borrowings for used vehicle financing in the U.S., the Company finances up to 85% of the value of the used vehicle inventory and the borrowed funds flow from the lender directly to the Company. In the U.K., the Company chooses which used vehicles to finance and the borrowings flow directly to the Company from the lender.

Excluding the cash flows from or to manufacturer affiliated lenders participating in the Company’s syndicated lending group under the Revolving Credit Facility as defined in Note 14. Floorplan Notes Payable, all borrowings from, and repayments to, lenders affiliated with the vehicle manufacturers are presented within Cash Flows from Operating Activities on the Consolidated Statements of Cash Flows. All borrowings from, and repayments to, the Company’s credit facilities (including the cash flows from or to manufacturer affiliated lenders participating in the Revolving Credit Facility) are presented within Cash Flows from Financing Activities.

Leases

Refer to the discussion of the Company’s leases and related accounting policies in Note 12. Leases.

Foreign Currency Translation

The functional currency for the Company’s U.K. subsidiaries is GBP. All assets and liabilities of foreign subsidiaries are translated into USD using period-end foreign currency exchange rates and all revenues and expenses are translated at average foreign currency exchange rates during the respective period. The gains and losses resulting from translation adjustments are recorded in AOCIin the Consolidated Statements of Stockholders’ Equity.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require the disclosure of a reconciliation between income tax expense from continuing operations and the amount computed by multiplying income from continuing operations before income taxes by the applicable statutory rate as well as an annual disaggregation of the income tax rate reconciliation between certain specified categories by both percentage and reported amounts, along with other changes to income tax disclosure requirements. The standard will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and can be applied retrospectively. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures. The ASU requires that an entity disclose additional information about specific expense categories in the notes to financial statements. The standard will be effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

2. REVENUES

The Company derives its revenues primarily from the sale of new and used vehicles; sale of vehicle parts; performance of maintenance and repair services; and arrangement of vehicle financing and sale of service and other insurance contracts. Revenue recognition for each of these streams is discussed below. With respect to the cost of freight and shipping from the Company’s dealerships to its customers, the Company’s policy is to recognize such cost within Cost of Sales in the Consolidated Statements of Operations. Taxes collected from customers and remitted to governmental authorities are reported on a net basis in the Company’s Consolidated Financial Statements, thus excluded from revenues.

The following tables present the Company’s revenues disaggregated by its geographical segments (in millions):

(1)The Company has elected not to disclose revenues related to remaining performance obligations on its maintenance and repair services as the duration of these contracts is less than one year.

(2)Includes variable consideration recognized of $30.6 million, $24.1 million and $30.8 million during the years ended December 31, 2024, 2023 and 2022, respectively, relating to performance obligations satisfied in previous periods on the Company’s retrospective commission income contracts. Refer to Arrangement of Vehicle Financing and the Sale of Service and Other Insurance Contracts section within this Note for further discussion of these arrangements. Refer to Note 9. Receivables, Net and Contract Assets for the balance of the Company’s contract assets associated with revenues from the arrangement of financing and sale of service and insurance contracts.

New and Used Retail Vehicle Sales

Revenues from the sale of new and used vehicles is recognized upon delivery of the vehicle to the customer, which is the point at which transfer of control occurs and when the performance obligation is satisfied. In some cases, the Company uses a third-party transport company to facilitate delivery of used vehicles to the customer.

The transaction price for new and used vehicle sales is the stand-alone sales price of each individual vehicle and is generally settled within 30 days of the satisfaction of the performance obligation.

Used Vehicle Wholesale Sales

When the Company uses a third-party auction to facilitate the delivery of used vehicles to the customer, the Company has determined that the auction acts as an agent under the arrangement. Therefore, the Company recognizes revenues and cost of sales on a gross basis upon delivery of the vehicle at the auction to the customer, which is the point at which transfer of control occurs and when the performance obligation is satisfied.

The transaction price for wholesale vehicle sales is established by the winning bid under the auction process and is generally settled within 30 days of the satisfaction of the performance obligation.

Parts Sales

Revenues from the sale of vehicle parts is recognized upon delivery of the parts to the customer, which is the point at which transfer of control occurs and when the performance obligation is satisfied.

The transaction price for vehicle parts sales is the stand-alone sales price of each individual part and is generally settled within 30 days of the satisfaction of the performance obligation.

Service Sales

The Company performs maintenance and repair services, including collision restoration.

In certain jurisdictions, the Company has an enforceable right to payment for performance completed to date on open work orders and as such, the transfer of control of vehicle maintenance and repair services and satisfaction of the performance obligation to its customer occurs over time. For these contracts that qualify for revenue recognition over time, the Company uses the input method for the measurement of progress and recognition of revenues, utilizing labor cost incurred to estimate the services performed for which the Company has an enforceable right to payment. The Company believes this method is the most objective measure of progress and provides a faithful depiction of the Company’s transfer of services to the customer.

The transaction price for maintenance and repair services is the total of the labor and, if applicable, vehicle parts used in the performance of the service, as well as the margin above cost charged to the customer.

Arrangement of Vehicle Financing and the Sale of Service and Other Insurance Contracts

The Company receives commissions from F&I providers for the arrangement of vehicle financing and the sale of service and other insurance products. Within the context of these contracts with the F&I providers, the Company has determined that it is an agent for the F&I providers.

The Company has a single performance obligation associated with the F&I contracts, which is the facilitation of the financing of the vehicle or sale of the insurance product. Revenues from these contracts is recognized when the facilitated contract between the F&I provider and the customer is executed, which is when the performance obligation is satisfied.

With regards to the upfront commission for these contracts, the transaction price is the amount earned for each individual contract executed and is generally collected within 30 days of the satisfaction of the performance.

Charge Backs

The Company may be charged back in the future for commissions received on F&I contract or vehicle service contract fees in the event of early termination of the contracts by customers. A reserve for future amounts estimated to be charged back, representing variable consideration, is recorded as a reduction to Finance, insurance and other, net in the Consolidated Statements of Operations. The reserve is estimated based on the Company’s historical charge back results and the termination provisions of the applicable contracts, and was $76.1 million and $70.4 million at December 31, 2024 and 2023, respectively.

Retrospective Commissions and Associated Contract Assets

In some cases, the Company also earns retrospective commission income by participating in the future profitability of the portfolio of product contracts sold by the Company. This contingent consideration is variable and is generally settled over five toseven years from the satisfaction of the performance obligation. The Company utilizes the “expected value” method to predict the amount of consideration to which the Company will be entitled, subject to constraint in the estimate. The estimated amount under the expected value method is accrued upfront when the facilitated contract between the F&I provider and the customer is executed, which is when the performance obligation is satisfied. The estimated amount is reflected as a contract asset within Other current assets and Other long-term assets in the Consolidated Balance Sheets until the right to such consideration becomes unconditional, at which time amounts due are reclassified to accounts receivable. Changes in the estimated amount of variable consideration are adjusted through revenues.

The change in contract assets during the year ended December 31, 2024, is reflected in the table below (in millions):

3. ACQUISITIONS

The Company accounts for business combinations under the acquisition method of accounting, under which the Company allocates the purchase price to the assets acquired and liabilities assumed based on an estimate of fair value.

Inchcape Acquisition

On August 1, 2024 (the “Acquisition Date”), the Company completed the acquisition of Inchcape Retail automotive operations (“Inchcape Retail”), consisting of 54 dealership locations, certain real estate and three collision centers across the U.K. (collectively referred to as the “Inchcape Acquisition”), for aggregate consideration of approximately$517.0 million.

The accounting for the Inchcape Acquisition is considered to be preliminary. The Company is continuing to analyze and assess relevant information related to the valuation of certain property, equipment, intangible assets, property lease contracts and deferred tax assets. Due to the recent timing and complexity of the Inchcape Acquisition, these amounts are provisional and subject to change as the Company’s fair value assessments are finalized. The Company will reflect any such adjustments in subsequent filings. The results of the Inchcape Acquisition are included in the U.K. segment. The acquired goodwill is not deductible for income tax purposes.

The following table summarizes the consideration paid and aggregate amounts of assets acquired and liabilities assumed as of December 31, 2024 (in millions):

The Company recorded$15.4 million of acquisition related costs attributable to the Inchcape Acquisition during the year ended December 31, 2024. These costs are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.

The Company’s Consolidated Statements of Operations included revenues and net loss attributable to Inchcape Retail from the Acquisition Date through the year ended December 31, 2024, of $990.4 million and$3.1 million, respectively.

The following unaudited pro forma financial information presents consolidated information of the Company as if the Inchcape Acquisition had occurred on January 1, 2023 (in millions):

This pro forma information incorporates the Company’s accounting policies and adjusts the results of Inchcape Retail assuming that the fair value adjustments in connection with the Inchcape Acquisition occurred on January 1, 2023. They have also been adjusted to reflect the$15.4 million of acquisition-related costs incurred during the year ended December 31, 2024 as having occurred on January 1, 2023.

Pro forma data may not be indicative of the results that would have been obtained had these events actually occurred at the beginning of the period presented and is not intended to be a projection of future results.

Other Acquisitions

During the year ended December 31, 2024, the Company acquired nine dealerships in the U.S., including three Honda, two Lexus, one Toyota, one Kia, one Hyundai andone Mercedes-Benz dealerships. The Company also acquiredone Toyota Certified pre-owned center andthree collision centers in the U.S. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $690.4 million. Goodwill associated with the acquisitions totaled $288.3 million.

During theyear ended December 31, 2024, the Company acquired five additional dealerships in the U.K., including four Mercedes-Benz andone BMW/MINI dealerships. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $110.1 million, net of cash acquired, consisting of cash paid of $111.1 million and a receivable of $1.1 million. Goodwill associated with the acquisitions totaled $46.3 million.

The accounting for these acquisitions is considered to be preliminary and subject to change as the Company’s fair value assessments are finalized. The Company is continuing to analyze and assess relevant information related to the valuation of property, equipment and intangible assets. The Company will reflect any required fair value adjustments in subsequent periods.

During the year ended December 31, 2023, the Company acquiredsix dealerships in the U.S. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was$365.8 million, net of cash acquired. Goodwill associated with these acquisitions totaled$49.7 million.

During the year ended December 31, 2022, the Company acquiredsix dealerships and a collision center in the U.S. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was$507.5 million, net of cash acquired. Goodwill associated with these acquisitions totaled$236.1 million.

During the year ended December 31, 2022, the Company acquired a dealership and related collision center in the U.K. Consideration paid, which was accounted for as a business combination, was$34.1 million, net of cash acquired. Goodwill associated with the acquisition totaled$10.2 million.

4. DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

Brazil Discontinued Operations

On November 12, 2021, the Company entered into an agreement to effect the Brazil Disposal. The sale price of approximately Brazilian Real (“BRL”)510.0 million included a holdback amount as of July 1, 2022 (the “Brazil Disposition Date”), for general representations and warranties, of BRL 115.0 million, to be held in escrow for a period offive years from the close of the transaction (the “Brazil Disposal Escrow”). At the conclusion of thefive-year period, the remaining funds held in the Brazil Disposal Escrow will be released to the Company. This amount has been included in the proceeds received.

As of December 31, 2024, the Company had a remaining receivable balance of $16.8 million associated with the Brazil Disposal Escrow recorded in Other long-term assets on the Consolidated Balance Sheets, of which $2.4 million is expected to be paid to settle the Company’s portion of accrued liabilities retained subsequent to the Brazil Disposition Date.

Results of the Brazil Discontinued Operations were immaterial for the years ended December 31, 2024 and 2023. The assets and liabilities of the Brazil Discontinued Operations were immaterial as of December 31, 2024 and 2023 and primarily consist of the Brazil Disposal Escrow described above.

Results of the Brazil Discontinued Operations for the year ended December 31, 2022 were as follows (in millions):

Cash flows from operating and investing activities for the Brazil Discontinued Operations were immaterial for the years ended December 31, 2024 and 2023. Cash flows from operating and investing activities for the Brazil Discontinued Operations for the year ended December 31, 2022 were as follows (in millions):

Other Divestitures

The Company’s dispositions generally consist of dealership assets and related real estate. Gains and losses on dispositions are recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

During the year ended December 31, 2024, the Company recorded a net pre-tax gain totaling $52.9 million related to the disposition ofeight dealerships andone collision center in the U.S. The dispositions reduced goodwill by $66.4 million. The Company also terminated three franchises in the U.S.

During the year ended December 31, 2023, the Company recorded a net pre-tax gain totaling $16.3 million related to the disposition ofeleven dealerships in the U.S. The dispositions reduced goodwill by $52.9 million. The Company also terminatedtwo franchises in the U.S.

During the year ended December 31, 2022, the Company recorded a net pre-tax gain totaling $30.8 million related to the disposition offive dealerships andone collision center in the U.S. The dispositions reduced goodwill by $37.3 million. The Company also terminatedone franchise in the U.K.

Assets held for sale in the Consolidated Balance Sheets includes $11.5 million and $39.8 million of goodwill that has been reclassified to assets held for sale as of December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, the Company recognized $4.8 million in intangible asset impairment associated with assets held for sale.

5. RESTRUCTURING

During the three months ended December 31, 2024, the Companyi nitiated a U.K. wide restructuring plan (the “Restructuring Plan”) relating to the integration activities of Inchcape Retail with existing U.K. operations. The Restructuring Plan consisted of workforce realignment, strategic closing of certain facilities and systems integrations. The Restructuring Plan is expected to continue through 2025 and the Company expects to incur $7.7 million in additional restructuring costs. Any changes to the Company’s estimates or timing will be reflected in the Company’s results of operations in future periods.

The following table summarizes restructuring charges (in millions):

Charges associated with the Restructuring Plan are included within Restructuring Charges on the Consolidated Statements of Operations. Liabilities associated with restructuring charges are included in Accrued expenses and other current liabilitieson the Consolidated Balance Sheets. As of December 31, 2024, the Company had $11.9 million of accrued restructuring charges related to the Restructuring Plan.

6. STOCK-BASED COMPENSATION PLANS

On May 15, 2024, the Company’s shareholders approved the amendment and restatement of the Company’s Long Term Incentive Plan (the “2024 Incentive Plan”). The aggregate maximum number of shares that may be issued or transferred under the 2024 Incentive Plan is 0.7 million. The Company currently grants RSAs, RSUs and PSUs provided to Company employees and non-employee directors pursuant to the 2024 Incentive Plan. The 2024 Incentive Plan expires on March 24, 2034. The terms of the awards (including vesting schedules) are established by the Compensation Committee of the Company’s Board of Directors. As of December 31, 2024, there were 0.7 million shares available for issuance under the 2024 Incentive Plan.

Restricted Stock Awards

The Company grants RSAs to employees and non-employee directors. RSAs qualify as participating securities as each award contains non-forfeitable rights to dividends. As such, the two-class method is required for the computation of EPS. RSAs contain voting rights and are considered outstanding at the date of grant. Refer to Note 7. Earnings Per Share for further details. RSAs are subject to vesting periods of up tofive years. Compensation expense for RSAs is calculated based on the average market price of the Company’s common stock at the date of grant and recognized over the requisite vesting period on a straight-line basis. Forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate is adjusted annually based on the extent to which actual or expected forfeitures differ from the previous estimate. The Company issues new shares of common stock or treasury shares, if available, to settle vested RSAs.

The following table summarizes RSA activity and related information for 2024:

The total fair value of RSAs that vested during the years ended December 31, 2024, 2023 and 2022, was $14.9 million, $14.2 million and $14.7 million, respectively.

As of December 31, 2024, there was $18.9 million of total unrecognized compensation cost related to RSAs which is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

The Company grants RSUs to non-employee directors. RSUs are vested 100% at the time of grant and settled on the date of the directors “separation of service,” as such term is defined in internal revenue service code §1.409A-1(h), and generally includes departure due to either death, disability, or retirement. RSUs convey no voting rights, and therefore are not considered outstanding when granted. Granted RSUs participate in dividends, however the dividends are not payable until a director’s separation of service with the Company. In the event a director terminates his or her directorship with the Company for reasons other than defined above, the RSUs granted and any accrued dividends will be forfeited.

RSUs settle in a cash payment equal to the average of the Company’s high and low stock price on the separation of service date and therefore constitute liability instruments, which require remeasurements to fair value each reporting period. The changes in fair value as a result of the changes in the Company’s stock price are recognized in Selling, general and administrative expenses within the Consolidated Statements of Operations. As of December 31, 2024, the total liability for unsettled cash-settled RSUs, recorded at fair value, was$14.4 million.

Performance Share Units

The Company grants PSUs to certain key employees. PSUs are evaluated over atwo-year performance period based on actual performance targets achieved, as well as the market-based return of the Company’s common stock relative to that of their peer group. PSU payout percentages can range between 0% and 200% and are subject to vesting over athree-year service period, which at the end of year three, will convert into shares of the Company’s common stock. Compensation cost for PSUs is based on the Company’s closing stock price on the date of grant, forecasted achievement of performance targets and the estimated grant date per share value of market-based performance utilizing a Monte Carlo simulation model.

The following table summarizes PSU activity and related information for 2024:

The total fair value of PSUs that vested during the years ended December 31, 2024, 2023 and 2022, was $26.4 million, $3.3 million and $4.7 million, respectively.

The weighted average grant date fair value of PSUs granted during the years ended December 31, 2024, 2023 and 2022, was$4.0 million, $3.1 million and $5.0 million, respectively.

Employee Stock Purchase Plan

On May 15, 2024, the Company’s shareholders approved the amendment and restatement of the Employee Stock Purchase Plan (the “ESPP Plan”). As a result, the ESPP Plan authorizes the issuance of up to 4.75 million shares of common stock and provides that no options to purchase shares may be granted under the Purchase Plan after May 24, 2034. The ESPP Plan is available to all employees of the Company and its participating subsidiaries and is a qualified plan as defined by Section 423 of the Internal Revenue Code. At the end of each fiscal quarter (the “Option Period”) during the term of the ESPP Plan, employees can acquire shares of common stock from the Company at 85% of the fair market value of the common stock on the first or the last day of the Option Period, whichever is lower. As of December 31, 2024, there were 428,047 shares available for issuance under the ESPP Plan. During the years ended December 31, 2024, 2023 and 2022, the Company issued 92,787,112,189 and 146,416 shares, respectively, of common stock to employees participating in the ESPP Plan. With respect to shares issued under the ESPP Plan, the Company’s Board of Directors has authorized specific share repurchases to fund the shares issuable under the ESPP Plan.

The weighted average per share fair value of employee stock purchase rights issued pursuant to the ESPP Plan was $68.92, $50.04 and $39.45 during the years ended December 31, 2024, 2023 and 2022, respectively. The fair value of employee stock purchase rights is calculated using the grant date stock price, the value of the embedded call option and the value of the embedded put option. Employees can contribute a maximum of 10% of their compensation, up to a maximum of $25,000 annually under the ESPP Plan. Cash received from the ESPP Plan purchases was $24.4 million, $21.3 million and $19.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Stock-Based Compensation

Total stock-based compensation includes expenses for both equity and cash-settled awards andis recognized in Selling, general and administrative expenses within the Consolidated Statements of Operations. Stock-based compensation related to equity-settled awardswas $25.2 million, $20.1 million and $27.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. Stock-based compensation related to cash-settled awards was $5.0 million,$4.8 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. Tax benefits related to total stock-based compensation were $8.3 million, $8.5 million and $5.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

7. EARNINGS PER SHARE

The two-class method is utilized for the computation of the Company’s EPS. The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends that are paid in cash. The Company’s RSAs are participating securities. Income allocated to these participating securities is excluded from net earnings available to common shares, as shown in the table below. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period.

The following table sets forth the calculation of EPS on total net income for the years ended December 31, 2024, 2023 and 2022 (in millions, except share and per share data):

8. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the most advantageous market in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value:

•Level 1 — Quoted prices for identical assets or liabilities in active markets.

•Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and Cash Equivalents, Contracts-In-Transit and Vehicle Receivables, Accounts and Notes Receivable, Accounts Payable, Variable Rate Long-Term Debt and Floorplan Notes Payable

The fair values of these financial instruments approximate their carrying values due to the short-term nature of these instruments and/or the existence of variable interest rates.

Fixed Rate Long-Term Debt

On July 30, 2024, the Company issued $500.0 million in aggregate principal of 6.375% Senior Notes due January 2030 (“6.375% Senior Notes”). The Company estimates the fair value of its $750.0 million 4.00% Senior Notes due August 2028 (“4.00% Senior Notes”) and the 6.375% Senior Notes using quoted prices for the identical liability (Level 1) and estimates the fair value of its fixed-rate mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments (Level 2). Refer to Note 15. Debt for further discussion of the Company’s long-term debt arrangements and the issuance of the 6.375% Senior Notes.

The carrying value and fair value of the Company’s fixed rate long-term debt were as follows (in millions):

(1) Carrying value excludes unamortized debt issuance costs.

Derivative Financial Instruments

The Company holds interest rate swaps to hedge against variability of interest payments indexed to SOFR. The Company’s interest rate swaps are measured at fair value utilizing a SOFR forward yield curve matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation method incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value of the interest rate swaps also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated using the spread between the SOFR yield curve and the relevant interest rate according to rating agencies. The inputs to the fair value measurements reflect Level 2 of the hierarchy framework.

Assets associated with the Company’s interest rate swaps, as reflected gross in the Consolidated Balance Sheets, were as follows (in millions):

(1)As of December 31, 2024 and December 31, 2023, the balance included gross fair value of$3.4 million and $3.7 million, respectively, related to the de-designated swaps as described below.

There were no liabilities associated with the Company’s interest rate swaps as of December 31, 2024 and December 31, 2023.

Interest Rate Swaps De-designated as Cash Flow Hedges

The Company de-designated one mortgage interest rate swap during each of the years ended December 31, 2024 and 2023, due to the Company settling the underlying mortgages associated with the swaps. As of December 31, 2024, the de-designated swaps had a total aggregate notional value of $34.0 million and a weighted average interest rate of 0.60%. The de-designated swaps will mature between January 4, 2025 and March 1, 2030.

The Company reclassified the entire previously deferred gains associated with the de-designated interest rate swaps of $0.2 million and $3.1 million, net of tax of $0.1 million and $1.0 million, during theyears ended December 31, 2024 and 2023, respectively, from AOCI into income as an adjustment to Other interest expense, net, as the remaining forecasted hedged transactions associated with the interest rate swaps were probable of not occurring due to the settlement of the mortgages described above.

The Company recorded unrealized mark-to-market losses of$0.5 millionand$0.3 million andrealized gains of$1.6 million and$1.0 million associated with the de-designated interest rate swaps within Other interest expense, net, for the years ended December 31, 2024 and 2023, respectively.

Interest Rate Swaps Designated as Cash Flow Hedges

Interest rate swaps designated as cash flow hedges and the related gains or losses are deferred in stockholders’ equity as a component of AOCIin the Company’s Consolidated Balance Sheets. The deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of the positions are recognized as Floorplan interest expense or Other interest expense, net, in the Company’s Consolidated Statements of Operations. Gains or losses for periods where future forecasted hedged transactions are deemed probable of not occurring are reclassified from AOCI into income as Floorplan interest expense or Other interest expense, net.

As of December 31, 2024, the Company held 28 interest rate swaps designated as cash flow hedges with a total notional value of $889.3 million that fixed its underlying SOFR at a weighted average rate of 1.23%. As of December 31, 2023, the Company held 36 interest rate swaps designated as cash flow hedges with a total notional value of $909.6 million that fixed its underlying SOFR at a weighted average rate of 1.25%. The maturity dates of the Company’s designated interest rate swaps range between February 14, 2025 and December 31, 2031.

The following tables present the impact of the Company’s interest rate swaps designated as cash flow hedges (in millions):

The amount of gain expected to be reclassified out of AOCI into earnings as an offset to Floorplan interest expense or Other interest expense, net in the next twelve months is$24.6 million.

9. RECEIVABLES, NET AND CONTRACT ASSETS

Contracts-in-Transit and Vehicle Receivables

Contracts-in-transit and vehicle receivables consist primarily of amounts due from financing institutions on retail finance contracts from vehicle sales, and also includes receivables related to vehicle wholesale sales.

Accounts and Notes Receivables

Accounts and notes receivable consist primarily of amounts due from manufacturers related to dealer incentives, and also includes receivables related to parts and service sales.

The Company maintains an allowance for doubtful accounts that is calculated under the current expected credit loss (“CECL”) model. The CECL model applies to financial assets measured at amortized cost, as shown in the following table, and requires the Company to reflect expected credit losses over the remaining contractual term of the asset. As the large majority of the Company’s receivables settle within 30 days, the forecast period under the CECL model is a relatively short horizon. The Company uses an aging method to estimate allowances for doubtful accounts under the CECL model as the Company has determined that the aging method adequately reflects expected credit losses, as corroborated by historical loss rates.

The Company’s receivables, net and contract assets consisted of the following (in millions):

(1) See further discussion of the Company’s Contract Assets balance at Note 2. Revenues. No allowance for doubtful accounts was recorded for contract assets as of December 31, 2024, or December 31, 2023.

10. INVENTORIES

The Company’s inventories consisted of the following (in millions):

As described in Note 1. Basis of Presentation, Consolidation and Summary of Accounting Policies, inventories are valued at lower of cost or net realizable value. The lower of specific cost or net realizable value adjustments reduced total inventory cost by$14.1 million and $9.2 millionat December 31, 2024 and 2023, respectively.

Interest assistance reduced inventory costs by$8.0 million and $7.0 millionat December 31, 2024 and 2023, respectively, and reduced cost of sales by $88.4 million, $71.2 million and$56.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Impairments of inventory, net of insurance proceeds, related to catastrophic events are included in Selling, general and administrative expenses in the Consolidated Statements of Operations. During the years ended December 31, 2024, 2023 and 2022, the Company recorded $2.7 million, $3.4 million and$0.3 million of impairment charges, respectively.

Refer to Note 1. Basis of Presentation, Consolidation and Summary of Accounting Policies for further discussion of the Company’s accounting policies for inventories.

11. PROPERTY AND EQUIPMENT, NET

The Company’s property and equipment consisted of the following (in millions):

No asset impairments were recorded for the year ended December 31, 2024. For the years ended December 31, 2023 and 2022, the Company recognized$6.8 million and $0.8 million, respectively, in asset impairment charges related to property and equipment in the Company’s U.S. segment. Property and equipment impairment charges are reflected in Asset impairments in the Consolidated Statements of Operations.

Depreciation and amortization expense totaled $113.1 million, $92.0 million and $88.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company capitalized$2.5 million, $2.0 million and $1.1 million of interest on construction projectsfor the years ended December 31, 2024, 2023 and 2022, respectively.

12. LEASES

The Company leases real estate, office equipment and dealership operating assets under long-term lease agreements and subleases certain real estate to third parties.

The Company recognizes ROU assets and lease liabilities at commencement based on the present value of lease payments over the lease term. For such leases, the aggregate present value of the Company’s lease payments may include options to purchase the leased property or lease terms with options to renew or terminate the lease, when the option is at the Company’s sole discretion, and it is reasonably certain that the Company will exercise such an option. The Company’s leases may also include rental payments adjusted periodically for inflation. Payments based on a change in an index or rates are not considered in the determination of lease payments for purposes of measuring the related lease liability. The Company discounts lease payments using its incremental borrowing rate based on information available as of the measurement date. Subsequent to the recognition of its ROU assets and lease liabilities, the Company recognizes lease expense related to its operating lease payments on a straight-line basis over the lease term. None of the Company’s lease agreements contain material residual value guarantees or material restrictive covenants.

For the Company’s dealership operating leases, the Company has elected to separate lease and non-lease components and has allocated the consideration between the lease and non-lease components based on the estimated fair value of the leased component. For all other asset classes, the Company has elected to combine and account for both lease and non-lease components as a single component.

The Company has elected not to record leases with an initial term of 12 months or less on the balance sheet for all asset classes.

The Company reviews ROU assets for impairment at the lowest level of identifiable cash flows whenever evidence exists that the carrying value of an asset may not be recoverable (i.e., triggering events). This review consists of comparing the carrying amount of the asset group with its expected future undiscounted cash flows. Estimates of expected future cash flows represent management’s best estimate based on currently available information and reasonable and supportable assumptions. If the asset group’s carrying amount exceeds its future undiscounted cash flows, an impairment charge is measured as the amount by which its carrying amount exceeds its fair value. The fair value of the ROU asset is calculated based on the discounted market rent over the remaining lease period. The market rent reflects current lease rates on comparable properties and requires adjustments to reflect the different characteristics between the property being measured and the comparable property, which are considered level 3 inputs within the fair value hierarchy described further in Note 8. Financial Instruments and Fair Value Measurements.

No impairm ents of ROU assets were recorded during the year ended December 31, 2024. During the year ended December 31, 2023, the Company recorded $1.8 million of impairments of ROU assets related to the U.S. segment. No impairments of ROU assets were recorded during the year ended December 31, 2022. Theimpairment charges were recognized within Asset impairments in the Company’s Consolidated Statements of Operations. Additional information regarding the Company’s operating and finance leases is as follows (in millions, except for lease term and discount rate information):

13. INTANGIBLE FRANCHISE RIGHTS AND GOODWILL

The Company evaluates its intangible assets, including goodwill, for impairment annually, or more frequently if events or circumstances indicate possible impairment. Refer to Note 1. Basis of Presentation, Consolidation and Summary of Accounting Policies for further discussion of the Company’s accounting policies relating to impairment testing.

For the October 31, 2024 annual goodwill impairment testing, the Company elected to perform a quantitative assessment on the U.K. reporting unit and a qualitative assessment on the U.S. reporting unit to determine whether the fair values of the Company’s reporting units were less than their carrying values. Based on the results of the assessments, the Company did not record a goodwill impairment charge.

When a quantitative impairment assessment is performed, the Company estimates the fair value of goodwill using a combination of the market approach, and the discounted cash flow, or income approach. The Company weights the market approach and the income approach 50% and 50%, respe ctively, in the fair value model. For the market approach, the Company utilizes recent market multiples of guideline companies for both revenue and pre-tax net income weighted as appropriate by reporting unit. For intangible franchise rights, the fair value of the respective franchise right is also estimated using a discounted cash flow, or income approach. The income approach measures fair value by discounting expected future cash flows at a weighted average cost of capital (“WACC”) that proportionately weights the cost of debt and equity. Significant assumptions in the model include revenue growth rates, future EBITDA margins, the WACC and terminal growth rates. The Company applies a five-year projection period which aligns with the Company’s strategic plan. Key considerations in the assumed growth rates include industry seasonally adjusted annual rate of vehicle sales projections, macroeconomic conditions including consumer confidence levels, unemployment rates and gross domestic product growth, and internal measures such as historical financial performance, cost control and planned capital expenditures.

Beyond the five forecasted years, the terminal value is determined using a perpetuity growth rate based on long-term inflation projections for each reporting unit. Significant inputs to the WACC include the risk-free rate, an adjustment for stock market risk, an adjustment for company size risk and country risk adjustments for the U.K.

Each of the significant assumptions to the fair value model are considered level 3 inputs within the fair value hierarchy described further in Note 8. Financial Instruments and Fair Value Measurements. Developing these assumptions requires applying management’s knowledge of the industry, recent transactions and reasonable performance expectations for its operations.

For the October 31, 2024 annual intangible franchise rights assessment, the Company elected to perform a qualitative assessment. Based on the results of the qualitative assessment, certain dealerships required a quantitative assessment based on their actual results through October 31, 2024 and an update of the annual budget in the fourth quarter of 2024. To perform the intangible franchise rights quantitative assessment, the Company estimated the fair values of the respective franchise rights using a discounted cash flow, or income approach, following the income approach as described for Goodwill. This resulted in franchise rights impairment charges of $28.2 million in the U.S. segment andnone in the U.K. segment for the year ended December 31, 2024. The impairment charges were recognized within Asset impairments in the Company’s Consolidated Statements of Operations.

Duringthe year ended December 31, 2023, the Company recorded impairment charges of $25.1 million in the U.S. segment and none in the U.K. segment on inta ngible franchise rights. During the year ended December 31, 2022, the Company recorded impairment charges of$1.3 million inthe U.S. segment and none in the U.K. segment on intangible franchise rights. The impairment charges were recognized within Asset impairments in the Company’s Consolidated Statements of Operations.

During the year ended December 31, 2024, the Company recorded additional indefinite-lived intangible franchise rights acquired through business combinationsof$178.1 million in the U.S. segment and$121.8 million in the U.K. segment. During the year ended December 31, 2023, the Company recorded additional intangible franchise rights acquired through business combinations of $215.1 million in the U.S. segment andnone in the U.K. segment.

Refer to Note 3. Acquisitions for further discussion of the Company’s acquisitions.

The following table presents the Company’s intangible franchise rights balances by segment as of December 31, 2024 and 2023 (in millions):

The following is a roll-forward of the Company’s goodwill accounts by reporting unit (in millions):

(1) Net of accumulated impairments of$40.6 million in the U.S. reporting unit.

14. FLOORPLAN NOTES PAYABLE

The Company’s Floorplan Notes Payable consisted of the following (in millions):

Floorplan Notes Payable — Credit Facility

Revolving Credit Facility

In the U.S., the Company has a revolving syndicated credit arrangement with 20 participating financial institutions that matures on March 9, 2027 (the “Revolving Credit Facility”). On April 30, 2024, the Company entered into an amendment to the Revolving Credit Facility that increased the availability from $2.0 billion to $2.5 billion, with the ability to increase to $3.0 billion, as further described below. The Revolving Credit Facility consists oftwo tranches: (i) a $1.5 billion maximum capacity tranche for U.S. vehicle inventory floorplan financing (“U.S. Floorplan Line”) which the outstanding balance, net of offset account discussed below, is reported in Floorplan notes payable— credit facility and other, net; and (ii) a $1.0 billion maximum capacity tranche (“Acquisition Line”), which is not due until maturity of the Revolving Credit Facility and is therefore classified in Long-term debton the Consolidated Balance Sheets — refer to Note 15. Debt for additional discussion. The capacity under thesetwo tranches can be re-designated within the overall $2.5 billion commitment. The Acquisition Line includes a $100 million sub-limit for letters of credit and a $50.0 million minimum capacity tranche. The Company had $11.8 million and$12.2 million in letters of credit outstanding as of December 31, 2024 and 2023, respectively.

The U.S. Floorplan Line bears interest at rates equal to SOFR plus 120 basis points for new vehicle inventory and SOFR plus 150 basis points for used vehicle inventory. The weighted average interest rate on the U.S. Floorplan Line was 5.69% as of December 31, 2024, excluding the impact of the Company’s interest rate swap derivative instruments. The Acquisition Line bears interest at SOFR or a SOFR equivalent plus 110 to 210 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in USD, Euros or GBP. The U.S. Floorplan Line requires a commitment fee of 0.15% per annum on the unused portion. Amounts borrowed by the Company under the U.S. Floorplan Line for specific vehicle inventory are to be repaid upon the sale of the vehicle financed and in no case is a borrowing for a vehicle to remain outstanding for greater than one year. The Acquisition Line requires a commitment fee ranging from 0.15% to 0.40% per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $50.0 million less outstanding borrowings.

In conjunction with the Revolving Credit Facility, the Company had $3.1 million and $3.8 million of unamortized debt issuance costs as of December 31, 2024 and 2023, respectively, which are included in Prepaid expensesand Other long-term assets in the Company’s Consolidated Balance Sheets and amortized over the term of the facility.

Under the Revolving Credit Facility, dividends are permitted to the extent that no event of default exists, and the Company is in compliance with the financial covenants contained therein.

Floorplan Notes Payable — Manufacturer Affiliates

FMCC Facility

The Company has a $300.0 million floorplan arrangement with FMCC for financing of new Ford vehicles in the U.S. (the “FMCC Facility”). The FMCC Facility bears interest at the U.S. prime rate which was 7.50% as of December 31, 2024.

GM Financial Facility

During 2023, the Company entered into a master loan agreement with General Motors Financial (the “GM Financial Facility”). During theyear ended December 31, 2024, additional subsidiaries of the Company entered into the GM Financial Facility as additional borrowers and the borrowing base thereunder was increased. As of December 31, 2024 and December 31, 2023, the GM Financial Facility had a total capacity of$348.1 million and$84.5 million, respectively. The GM Financial Facility bears interest at the U.S. prime rate less 100 basis points.

Other Manufacturer Facilities

The Company has other credit facilities in the U.S. and the U.K., respectively, with financial institutions affiliated with manufacturers for financing of new, used and rental vehicle inventories. As of December 31, 2024, borrowings outstanding under these facilities totaled $377.2 million, comprised of $190.0 million in the U.S. and $187.2 million in the U.K., with annual interest rates ranging from 1% to approximately 8%. Interest rates on the Company’s manufacturer facilities vary across manufacturers.

Offset Accounts

Offset accounts consist of immediately available cash used to pay down the U.S. Floorplan Line and FMCC Facility, and therefore offset the respective outstanding balances in the Company’s Consolidated Balance Sheets. The offset accounts are the Company’s primary options for the short-term investment of excess cash.

15. DEBT

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

The aggregate annual maturities of debt for the next five years, excluding debt issuance costs, are as follows (in millions):

6.375% Senior Notes Issuance

On July 30, 2024, the Company issued the following notes, at par:

(1) The effective interest rate is after the impact of associated debt issuance costs.

The Company may redeem up to 40% of the original principal amount of the 6.375% Senior Notes, plus accrued and unpaid interest, at any time prior to July 15, 2026, subject to certain conditions. The Company, at its option, may redeem some or all of the 6.375% Senior Notes at the redemption prices (expressed as percentages of principal amount of the notes) set forth below, plus accrued and unpaid interest.

The 6.375% Senior Notes are unsecured obligations and rank equal in right of payment to all of the Company’s existing and future senior unsecured debt and senior in right of payment to all of the Company’s future subordinated debt. The 6.375% Senior Notes are subordinated to all existing and future senior secured debt of the Company and subordinated to all existing and future liabilities (including trade payables) of any non-guarantor subsidiaries. The 6.375% Senior Notes are guaranteed by substantially all of the Company’s U.S. subsidiaries. The U.S. subsidiary guarantees rank equally in the right of payment to all of the Company’s guarantor’s existing and future senior debt and rank senior in right of payment to all of the Company’s guarantor’s existing and future subordinated debt.

The Company may be required to purchase the 6.375% Senior Notes if it sells certain assets or triggers the change in control provisions defined in the indenture governing the 6.375% Senior Notes. The indenture governing the 6.375% Senior Notes contains customary restrictions on the Company, including the ability to pay dividends, incur additional indebtedness, create liens, sell or otherwise dispose of assets and repurchase shares of outstanding common stock, which are consistent with those contained in the indenture governing the Company’s 4.00% Senior Notes.

Acquisition Line

The proceeds of the Acquisition Line (as defined in Note 14. Floorplan Notes Payable) are used for working capital, general corporate and acquisition purposes. As of December 31, 2024, borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as defined in Note 14. Floorplan Notes Payable), totaled $95.0 million. The average interest rate on this facility was 5.92% as of December 31, 2024.

Real Estate Related

The Company has mortgage loans in the U.S. and the U.K. that are paid in installments. As of December 31, 2024, borrowings outstanding under these facilities totaled $1,253.9 million, gross of debt issuance costs, comprised of $843.4 million in the U.S. and $410.5 million in the U.K., respectively.

The Company’s mortgage loans are secured by real property owned by the Company. The carrying values of the related collateralized real estate as of December 31, 2024 and 2023 were $1,612.9 million and $1,153.2 million, respectively.

In February 2024, the Company entered into a master credit agreement with Wells Fargo Bank, National Association (the “Wells Fargo Credit Agreement”), which provides for delayed draw term loans with a maximum borrowing capacity of $258.3 million. The Wells Fargo Credit Agreement accrues interest at SOFR plus 175 basis points and matures on March 1, 2031. As of December 31, 2024, borrowings outstanding under the Wells Fargo Credit Agreement totaled $253.9 million and are included in the total U.S. mortgage loans described above.

Finance Leases

Refer to Note 12. Leases for further information regarding the Company’s finance leases.

16. INCOME TAXES

Income from continuing operations before income taxes by geographic area was as follows (in millions):

Federal, state and foreign income tax provisions from continuing operations were as follows (in millions):

A reconciliation of the statutory federal rate to the effective tax rate on income before income taxes from continuing operations was as follows (in millions):

The components of deferred tax assets and liabilities were as follows (in millions):

The classification of the continued operations of the Company’s net deferred tax liability within the Consolidated Balance Sheets is as follows (in millions):

As of December 31, 2024, the Company had state pre-tax net operating loss carryforwards in the U.S. of $182.8 million that will expire between 2025 and 2044 in certain states while some may be carried forward indefinitely. To the extent that the Company expects that net income will not be sufficient to realize these net operating losses in certain jurisdictions, a valuation allowance has been established.

The Company believes it is more-likely-than-not that its deferred tax assets, net of valuation allowances provided, will be realized, based primarily on its expectation of future taxable income and considering future reversals of existing taxable temporary differences.

As of December 31, 2024, the Company maintains a permanent reinvestment assertion on the Company’s foreign subsidiaries. An immaterial amount of tax would be payable upon any distribution of unremitted earnings or a recognition of any outside basis difference.

Based on the statutes of limitations in the applicable jurisdictions in which the Company operates, the Company is generally no longer subject to examinations by tax authorities in years prior to 2019.

A reconciliation of the Company’s unrecognized tax benefits is as follows (in millions):

Included in the balance of unrecognized tax benefits as of December 31, 2024, 2023 and 2022, are$1.7 million, $1.9 million and $1.7 million, respectively, of tax benefits that would affect the effective tax rate if recognized.

For the years ended December 31, 2024, 2023 and 2022 the Company recorded approximately$0.4 million, $0.3 million and $0.3 million, respectively, of interest and penalty related to its uncertain tax positions. Consistent with prior practice, the Company recognizes interest and penalties related to uncertain tax positions within Provision for income taxes in the Consolidated Statements of Operations.

17. EMPLOYEE SAVINGS PLANS

The Company has a deferred compensation plan to provide select employees with the opportunity to accumulate additional savings for retirement on a tax-deferred basis (the “Deferred Compensation Plan”). Participants in the Deferred Compensation Plan are allowed to defer receipt of a portion of their salary, compensation or bonus. Participants receive a rate of return as determined by management and approved by the Board of Directors. The balances due to participants of the Deferred Compensation Plan as of December 31, 2024 and 2023, were$111.8 million and$108.4 million, resp ectively, with$7.9 million and $8.1 million classified as current for each respective period.

In the U.S., the Company offers a 401(k) plan to eligible employees and provides matching contribution to employees that participate in the plan. For the years ended December 31, 2024, 2023 and 2022, the matching contributions paid by the Company totaled$17.3 million, $11.7 million and $10.9 million, respectively.

In the U.K., the Company offers private personal pension plans and provides matching contributions to eligible employees that participate in the plan. For the years ended December 31, 2024, 2023 and 2022, the matching contributions paid by the Company totaled$8.5 million, $5.2 million and $4.5 million, respectively.

18. COMMITMENTS AND CONTINGENCIES

From time to time, the Company or its dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, claims involving the manufacturers of automobiles, contractual disputes, vehicle related incidents and other matters arising in the ordinary course of business. The Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s results of operations, financial condition or cash flows. In the normal course of business, the Company is required to respond to customer, employee and other third-party complaints. In addition, the manufacturers of the vehicles that the Company sells and services have audit rights allowing them to review the validity of amounts claimed for incentive, rebate or warranty-related items and charge the Company back for amounts determined to be invalid payments under the manufacturers’ programs, subject to the Company’s right to appeal any such decision.

As of December 31, 2024, the Company was not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of current or future matters cannot be predicted with certainty; an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Other Matters

In connection with dealership dispositions where the Company did not own the real estate and was a tenant, it assigned the lease to the purchaser but remained liable as a guarantor for the remaining lease paymentsin the event of non-payment by the purchaser. Although the Company has no reason to believe that it will be called upon to perform under any such assigned leases, the Company estimates that lessee remaining rental obligations were $40.9 million as of December 31, 2024.

19. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in the balances of each component of AOCIfor the years ended December 31, 2024, 2023 and 2022 were as follows (in millions):

20. CASH FLOW INFORMATION

Non-cash Activities

The accrual for capital expend itures, was $9.0 million, $6.7 million and$4.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Interest and Income Taxes Paid

Cash paid for interest, including the monthly settlement of the Company’s interest rate swaps, was$223.6 million, $154.3 million and $92.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. Refer to Note 8. Financial Instruments and Fair Value Measurements for further discussion of the Company’s interest rate swaps.

Cash paid for income taxes, net of refunds, was$146.0 million, $183.8 million and $202.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

21. SEGMENT INFORMATION

The Company has adopted ASU 2023-07, Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures, effective retrospectively for the year ended December 31, 2024. As a result of this adoption, the Company’s segment disclosure below now includes significant expense categories. The Company’s segment performance measure remains unchanged.

As of December 31, 2024, the Company hadtwo operating and reportable segments: the U.S. and the U.K. The Company defines its segments as those operations whose results the Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), regularly reviews to analyze performance and allocate resources at the U.S. and U.K. geographic areas. Each segment is comprised of retail automotive franchises that sell new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts. The CODM uses income before income taxes predominantly in making decisions about the allocation of operating and capital resources to each segment, evaluating annual budget and forecast, as well as determining compensation for certain employees.

The accounting policies of the segments are the same as those described in the Company’s summary of accounting policies. All intercompany balances and transactions have been eliminated in consolidation. Refer to Note 1. Basis of Presentation, Consolidation and Summary of Accounting Policies for further discussion of the Company’s accounting policies.

Selected reportable segment data for continuing operations as follows (in millions):

(1)Other segment items include other expenses, which primarily relate to currency translation losses.

Refer to Note 13. Intangible Franchise Rights and Goodwill for further discussion of the Company’s intangible franchise rights and goodwill by segment.