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

On August 1, 2024, 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 purchase price allocation for the Inchcape Acquisition is preliminary. The Company is continuing to analyze and assess relevant information related to deferred income taxes. Due to the 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 June 30, 2025 (in millions):


Total consideration	$	517.0
Identifiable assets acquired and liabilities assumed
Cash	$	23.4
Contracts-in-transit and vehicle receivables, net	27.6
Accounts receivable, net	37.7
Inventories	384.3
Prepaid expenses and other current assets	14.1
Property and equipment	286.1
Operating lease assets	104.3
Intangible franchise rights	123.7


Total assets acquired	1,001.2
Floorplan notes payable	236.4
Accounts payable	204.6
Accrued expenses	54.0
Operating lease liabilities	75.4
Deferred income taxes	41.1
Other liabilities	3.9
Total liabilities assumed	615.4
Total identifiable net assets	385.7

Goodwill	$	131.3

The Company recorded $0.2 million of acquisition related costs attributable to the Inchcape Acquisition during the six months ended June 30, 2025. These costs are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

The Company’s Condensed Consolidated Statements of Operations included revenues and net loss attributable to Inchcape Retail for the three months ended June 30, 2025 of $634.0 million and $2.6 million, respectively, and for the six months ended June 30, 2025 of $1.3 billion and $1.1 million, respectively. The net loss attributable to Inchcape Retail for the three and six months ended June 30, 2025 includes the impact of the restructuring charges further described in Note 4: Restructuring.

The following unaudited pro forma financial information presents consolidated information of the Company as if the Inchcape Acquisition had occurred on January 1, 2024 (in millions):


	Three Months Ended June 30, 2024		Six Months Ended June 30, 2024

	(unaudited)
Revenues	$	5,349.4	$	10,505.0
Net income	$	128.1	$	273.5

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, 2024. They have also been adjusted to reflect the $0.2 million and $15.4 million of acquisition-related costs incurred during the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, as having occurred on January 1, 2024.

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.

During the six months ended June 30, 2025, the Company acquired three dealerships in the U.S, including one Lexus dealership, one Acura dealership, and one Mercedes-Benz dealership. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $305.8 million, consisting of cash paid of $305.3 million and a payable of $0.5 million. Goodwill associated with the acquisitions totaled $164.4 million.

During the six months ended June 30, 2025, the Company acquired four dealerships in the U.K, including three Toyota dealerships and one Lexus dealership. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, was $16.4 million. Goodwill associated with the acquisitions totaled $2.4 million.

The purchase price allocation for these acquisitions is 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 certain assets and liabilities, including, but not limited to, the valuation of property, equipment, intangible assets and deferred income taxes. The Company will reflect any required fair value adjustments in subsequent periods.

During the six months ended June 30, 2024, the Company acquired nine dealerships in the U.S., including three Honda dealerships, two Lexus dealerships, one Toyota dealership, one Kia dealership, one Hyundai dealership and one Mercedes-Benz dealership. The Company also acquired one Toyota Certified pre-owned center and three 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.

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

During the six months ended June 30, 2025, the Company recorded a net pre-tax gain totaling $0.7 million related to the disposition of three dealerships in the U.S. The dispositions reduced goodwill by $19.6 million. The Company also terminated four franchises in the U.S.

During the six months ended June 30, 2025, the Company closed four dealerships in the U.K. in connection with the Restructuring Plan (as defined in Note 4. Restructuring). Refer to Note 4. Restructuring for further information regarding the impairment charges taken on these closed dealerships as part of the Restructuring Plan.

During the six months ended June 30, 2025, the Company terminated eight franchises in the U.K. and recorded an impairment charge of $2.7 million associated with certain franchise terminations.

During the six months ended June 30, 2024, the Company recorded a net pre-tax gain totaling $51.6 million related to the disposition of seven dealerships and one collision center in the U.S. The dispositions reduced goodwill by $62.5 million.

There was no goodwill reclassified to assets held for sale as of June 30, 2025. Assets held for sale in the Condensed Consolidated Balance Sheets included $11.5 million of goodwill that was reclassified to assets held for sale as of December 31, 2024.