UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-14733

Lithia Motors, Inc.

(Exact name of registrant as specified in its charter)


Oregon			93-0572810
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
150 N. Bartlett Street	Medford,	Oregon	97501
(Address of principal executive offices)			(Zip Code)

(541) 776-6401

Registrant’s telephone number, including area code

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 without par value

LAD

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 4,~~October 27, 2023, there were ~~27,561,512~~27,519,538 shares of the registrant’s common stock outstanding.

LITHIA MOTORS, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS


Item Number	Item	Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Consolidated Balance Sheets (Unaudited) - ~~June~~September 30, 2023, and December 31, 2022	1
	Consolidated Statements of Operations (Unaudited) - Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022	2
	Consolidated Statements of Comprehensive Income (Unaudited) – Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022	3
	Consolidated Statements of Equity and Redeemable Non-controlling Interest (Unaudited) - Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022	4
	Consolidated Statements of Cash Flows (Unaudited) - ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022	5
	Condensed Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

SIGNATURE		41


CONSOLIDATED BALANCE SHEETS	CONSOLIDATED BALANCE SHEETS					CONSOLIDATED BALANCE SHEETS
(In millions; Unaudited)	(In millions; Unaudited)	June 30, 2023		December 31, 2022		(In millions; Unaudited)	September 30, 2023		December 31, 2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and restricted cash	Cash and restricted cash	$	199.7	$	246.7	Cash and restricted cash	$	256.2	$	246.7
Accounts receivable, net of allowance for doubtful accounts of $4.5 and $3.1	Accounts receivable, net of allowance for doubtful accounts of $4.5 and $3.1	884.6		813.1		Accounts receivable, net of allowance for doubtful accounts of $4.5 and $3.1	999.3		813.1
Inventories, net	Inventories, net	4,278.9		3,409.4		Inventories, net	4,404.5		3,409.4

Other current assets	Other current assets	130.8		161.7		Other current assets	158.2		161.7
Total current assets	Total current assets	5,494.0		4,630.9		Total current assets	5,818.2		4,630.9

Property and equipment, net of accumulated depreciation of $655.8 and $526.8		3,907.5		3,574.6
Property and equipment, net of accumulated depreciation of $687.9 and $526.8						Property and equipment, net of accumulated depreciation of $687.9 and $526.8	3,947.7		3,574.6
Operating lease right-of-use assets	Operating lease right-of-use assets	491.0		381.9		Operating lease right-of-use assets	472.4		381.9
Finance receivables, net of allowance for estimated losses of $97.1 and $69.3		2,882.4		2,187.6
Finance receivables, net of allowance for estimated losses of $103.0 and $69.3						Finance receivables, net of allowance for estimated losses of $103.0 and $69.3	3,102.1		2,187.6
Goodwill	Goodwill	1,610.2		1,460.7		Goodwill	1,725.6		1,460.7
Franchise value	Franchise value	2,016.2		1,856.2		Franchise value	2,147.7		1,856.2
Other non-current assets	Other non-current assets	1,281.4		914.7		Other non-current assets	1,056.1		914.7
Total assets	Total assets	$	17,682.7	$	15,006.6	Total assets	$	18,269.8	$	15,006.6

Liabilities and equity	Liabilities and equity					Liabilities and equity
Current liabilities:	Current liabilities:					Current liabilities:
Floor plan notes payable	Floor plan notes payable	$	1,107.9	$	627.2	Floor plan notes payable	$	1,261.2	$	627.2
Floor plan notes payable: non-trade	Floor plan notes payable: non-trade	1,708.8		1,489.4		Floor plan notes payable: non-trade	1,863.4		1,489.4
Current maturities of long-term debt	Current maturities of long-term debt	27.0		20.5		Current maturities of long-term debt	37.2		20.5
Current maturities of non-recourse notes payable	Current maturities of non-recourse notes payable	48.4		—		Current maturities of non-recourse notes payable	34.0		—
Trade payables	Trade payables	297.7		258.4		Trade payables	307.3		258.4
Accrued liabilities	Accrued liabilities	858.4		782.7		Accrued liabilities	872.2		782.7

Total current liabilities	Total current liabilities	4,048.2		3,178.2		Total current liabilities	4,375.3		3,178.2

Long-term debt, less current maturities	Long-term debt, less current maturities	5,414.0		5,088.3		Long-term debt, less current maturities	5,152.8		5,088.3
Non-recourse notes payable, less current maturities	Non-recourse notes payable, less current maturities	1,198.7		422.2		Non-recourse notes payable, less current maturities	1,435.9		422.2
Deferred revenue	Deferred revenue	241.3		226.7		Deferred revenue	248.1		226.7
Deferred income taxes	Deferred income taxes	308.0		286.3		Deferred income taxes	323.6		286.3
Non-current operating lease liabilities	Non-current operating lease liabilities	440.4		346.6		Non-current operating lease liabilities	424.0		346.6
Other long-term liabilities	Other long-term liabilities	229.4		207.2		Other long-term liabilities	243.3		207.2
Total liabilities	Total liabilities	11,880.0		9,755.5		Total liabilities	12,203.0		9,755.5

Redeemable non-controlling interest	Redeemable non-controlling interest	43.0		40.7		Redeemable non-controlling interest	44.3		40.7

Equity:	Equity:					Equity:
Preferred stock - no par value; authorized 15.0 shares; none outstanding	Preferred stock - no par value; authorized 15.0 shares; none outstanding	—		—		Preferred stock - no par value; authorized 15.0 shares; none outstanding	—		—
Common stock - no par value; authorized 125.0 shares; issued and outstanding 27.5 and 27.3		1,116.1		1,082.1
Common stock - no par value; authorized 125.0 shares; issued and outstanding 27.6 and 27.3						Common stock - no par value; authorized 125.0 shares; issued and outstanding 27.6 and 27.3	1,126.5		1,082.1

Additional paid-in capital	Additional paid-in capital	62.5		76.8		Additional paid-in capital	71.1		76.8
Accumulated other comprehensive income (loss)		11.2		(18.0)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(14.7)		(18.0)
Retained earnings	Retained earnings	4,565.8		4,065.3		Retained earnings	4,813.5		4,065.3
Total stockholders’ equity - Lithia Motors, Inc.	Total stockholders’ equity - Lithia Motors, Inc.	5,755.6		5,206.2		Total stockholders’ equity - Lithia Motors, Inc.	5,996.4		5,206.2
Non-controlling interest	Non-controlling interest	4.1		4.2		Non-controlling interest	26.1		4.2
Total equity	Total equity	5,759.7		5,210.4		Total equity	6,022.5		5,210.4
Total liabilities, redeemable non-controlling interest and equity	Total liabilities, redeemable non-controlling interest and equity	$	17,682.7	$	15,006.6	Total liabilities, redeemable non-controlling interest and equity	$	18,269.8	$	15,006.6

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF OPERATIONS	CONSOLIDATED STATEMENTS OF OPERATIONS									CONSOLIDATED STATEMENTS OF OPERATIONS
		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share amounts; Unaudited)	(In millions, except per share amounts; Unaudited)	2023		2022		2023		2022		(In millions, except per share amounts; Unaudited)	2023		2022		2023		2022
Revenues:	Revenues:									Revenues:
New vehicle retail	New vehicle retail	$	4,014.7	$	3,250.7	$	7,293.6	$	6,312.4	New vehicle retail	$	3,885.8	$	3,306.9	$	11,179.5	$	9,619.4
Used vehicle retail	Used vehicle retail	2,455.1		2,496.7		4,682.6		4,731.2		Used vehicle retail	2,620.2		2,465.8		7,302.8		7,197.0
Used vehicle wholesale	Used vehicle wholesale	403.9		382.4		766.3		768.3		Used vehicle wholesale	316.1		363.2		1,082.4		1,131.5
Finance and insurance	Finance and insurance	337.9		330.4		656.2		643.7		Finance and insurance	349.4		333.3		1,005.6		977.0
Service, body and parts	Service, body and parts	804.4		682.6		1,540.8		1,310.4		Service, body and parts	838.0		712.2		2,378.8		2,022.6
Fleet and other	Fleet and other	95.5		97.3		151.5		179.5		Fleet and other	267.5		114.3		418.9		293.8
Total revenues	Total revenues	8,111.5		7,240.1		15,091.0		13,945.4		Total revenues	8,277.0		7,295.7		23,368.0		21,241.3
Cost of sales:	Cost of sales:									Cost of sales:
New vehicle retail	New vehicle retail	3,627.6		2,840.3		6,572.6		5,500.7		New vehicle retail	3,526.9		2,903.2		10,099.6		8,403.9
Used vehicle retail	Used vehicle retail	2,242.4		2,258.4		4,304.3		4,269.0		Used vehicle retail	2,431.2		2,264.5		6,735.4		6,533.6
Used vehicle wholesale	Used vehicle wholesale	404.6		378.6		769.8		756.7		Used vehicle wholesale	322.1		374.8		1,091.9		1,131.5
Service, body and parts	Service, body and parts	360.5		319.1		702.5		617.9		Service, body and parts	375.2		328.0		1,077.7		945.9
Fleet and other	Fleet and other	91.3		93.0		145.5		172.1		Fleet and other	250.3		111.0		395.2		283.1
Total cost of sales	Total cost of sales	6,726.4		5,889.4		12,494.7		11,316.5		Total cost of sales	6,905.7		5,981.5		19,399.8		17,298.0
Gross profit	Gross profit	1,385.1		1,350.7		2,596.3		2,628.9		Gross profit	1,371.3		1,314.2		3,968.2		3,943.3

Financing operations (loss) income	Financing operations (loss) income	(18.7)		3.3		(39.5)		8.3		Financing operations (loss) income	(4.4)		(4.6)		(43.8)		3.7

Selling, general and administrative	Selling, general and administrative	842.2		796.9		1,606.6		1,537.1		Selling, general and administrative	850.8		754.2		2,458.1		2,291.3
Depreciation and amortization	Depreciation and amortization	48.4		38.0		95.6		74.6		Depreciation and amortization	50.8		40.5		146.4		115.0
Operating income	Operating income	475.8		519.1		854.6		1,025.5		Operating income	465.3		514.9		1,319.9		1,540.7
Floor plan interest expense	Floor plan interest expense	(34.7)		(3.8)		(62.3)		(8.7)		Floor plan interest expense	(40.2)		(10.7)		(102.6)		(19.4)
Other interest expense, net	Other interest expense, net	(43.9)		(28.3)		(83.0)		(54.5)		Other interest expense, net	(58.5)		(36.3)		(141.5)		(90.8)
Other income (expense), net	Other income (expense), net	9.8		(18.8)		12.0		(24.3)		Other income (expense), net	(5.3)		(12.2)		6.8		(36.6)
Income before income taxes	Income before income taxes	407.0		468.2		721.3		938.0		Income before income taxes	361.3		455.7		1,082.6		1,393.9
Income tax provision	Income tax provision	(105.9)		(130.6)		(190.6)		(256.7)		Income tax provision	(96.4)		(125.4)		(287.0)		(382.1)
Net income	Net income	301.1		337.6		530.7		681.3		Net income	264.9		330.3		795.6		1,011.8
Net income attributable to non-controlling interest		(1.8)		(3.8)		(2.5)		(4.4)
Net (income) loss attributable to non-controlling interest										Net (income) loss attributable to non-controlling interest	(2.1)		0.5		(4.7)		(3.9)
Net income attributable to redeemable non-controlling interest	Net income attributable to redeemable non-controlling interest	(2.1)		(2.5)		(2.3)		(3.4)		Net income attributable to redeemable non-controlling interest	(1.3)		(1.2)		(3.6)		(4.5)
Net income attributable to Lithia Motors, Inc.	Net income attributable to Lithia Motors, Inc.	$	297.2	$	331.3	$	525.9	$	673.5	Net income attributable to Lithia Motors, Inc.	$	261.5	$	329.6	$	787.3	$	1,003.4

Basic earnings per share attributable to Lithia Motors, Inc.	Basic earnings per share attributable to Lithia Motors, Inc.	$	10.79	$	11.67	$	19.11	$	23.25	Basic earnings per share attributable to Lithia Motors, Inc.	$	9.49	$	11.97	$	28.60	$	35.23
Shares used in basic per share calculations	Shares used in basic per share calculations	27.5		28.4		27.5		29.0		Shares used in basic per share calculations	27.6		27.5		27.5		28.5

Diluted earnings per share attributable to Lithia Motors, Inc.	Diluted earnings per share attributable to Lithia Motors, Inc.	$	10.78	$	11.60	$	19.08	$	23.15	Diluted earnings per share attributable to Lithia Motors, Inc.	$	9.46	$	11.92	$	28.54	$	35.10
Shares used in diluted per share calculations	Shares used in diluted per share calculations	27.6		28.6		27.6		29.1		Shares used in diluted per share calculations	27.6		27.6		27.6		28.6

Cash dividends paid per share	Cash dividends paid per share	$	0.50	$	0.42	$	0.92	$	0.77	Cash dividends paid per share	$	0.50	$	0.42	$	1.42	$	1.19

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME									CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(In millions; Unaudited)	(In millions; Unaudited)	2023		2022		2023		2022		(In millions; Unaudited)	2023		2022		2023		2022
Net income	Net income	$	301.1	$	337.6	$	530.7	$	681.3	Net income	$	264.9	$	330.3	$	795.6	$	1,011.8
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	Foreign currency translation adjustment	16.1		(8.0)		29.2		(4.0)		Foreign currency translation adjustment	(25.9)		(16.4)		3.3		(20.3)
(Loss) gain on cash flow hedges, net of tax benefit (expense) of none, $0.7, none, and $(0.7), respectively		—		(2.0)		—		1.8
Gain on cash flow hedges, net of tax expense of none, none, none, and $(0.7), respectively										Gain on cash flow hedges, net of tax expense of none, none, none, and $(0.7), respectively	—		—		—		1.8
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	16.1		(10.0)		29.2		(2.1)		Total other comprehensive income (loss), net of tax	(25.9)		(16.4)		3.3		(18.5)
Comprehensive income	Comprehensive income	317.2		327.6		559.9		679.1		Comprehensive income	239.0		313.9		798.9		993.3

Comprehensive income attributable to non-controlling interest		(1.8)		(3.8)		(2.5)		(4.4)
Comprehensive (income) loss attributable to non-controlling interest										Comprehensive (income) loss attributable to non-controlling interest	(2.1)		0.5		(4.7)		(3.9)
Comprehensive income attributable to redeemable non-controlling interest	Comprehensive income attributable to redeemable non-controlling interest	(2.1)		(2.5)		(2.3)		(3.4)		Comprehensive income attributable to redeemable non-controlling interest	(1.3)		(1.2)		(3.6)		(4.5)
Comprehensive income attributable to Lithia Motors, Inc.	Comprehensive income attributable to Lithia Motors, Inc.	$	313.3	$	321.3	$	555.1	$	671.3	Comprehensive income attributable to Lithia Motors, Inc.	$	235.6	$	313.2	$	790.6	$	984.9

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST	CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST									CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(In millions; Unaudited)	(In millions; Unaudited)	2023		2022		2023		2022		(In millions; Unaudited)	2023		2022		2023		2022
Total equity, beginning balances	Total equity, beginning balances	$	5,440.9	$	4,907.9	$	5,210.4	$	4,629.2	Total equity, beginning balances	$	5,759.7	$	4,698.0	$	5,210.4	$	4,629.2

Common stock, beginning balances	Common stock, beginning balances	1,105.5		1,656.3		1,082.1		1,711.6		Common stock, beginning balances	1,116.1		1,123.9		1,082.1		1,711.6
Stock-based compensation	Stock-based compensation	1.9		2.2		33.6		19.2		Stock-based compensation	2.5		1.9		36.1		21.0
Issuance of stock in connection with employee stock purchase plans	Issuance of stock in connection with employee stock purchase plans	8.7		11.0		14.9		18.8		Issuance of stock in connection with employee stock purchase plans	7.9		9.4		22.8		28.1

Repurchase of common stock	Repurchase of common stock	—		(545.5)		(14.5)		(625.6)		Repurchase of common stock	—		(28.1)		(14.5)		(653.6)

Common stock, ending balances	Common stock, ending balances	1,116.1		1,124.0		1,116.1		1,124.0		Common stock, ending balances	1,126.5		1,107.1		1,126.5		1,107.1

Additional paid-in capital, beginning balances	Additional paid-in capital, beginning balances	54.2		51.8		76.8		58.3		Additional paid-in capital, beginning balances	62.5		62.2		76.8		58.3
Stock-based compensation	Stock-based compensation	8.3		10.4		(14.3)		3.9		Stock-based compensation	8.6		6.8		(5.7)		10.7

Additional paid-in capital, ending balances	Additional paid-in capital, ending balances	62.5		62.2		62.5		62.2		Additional paid-in capital, ending balances	71.1		69.0		71.1		69.0

Accumulated other comprehensive (loss) income, beginning balances	Accumulated other comprehensive (loss) income, beginning balances	(4.9)		4.9		(18.0)		(3.0)		Accumulated other comprehensive (loss) income, beginning balances	11.2		(5.1)		(18.0)		(3.0)
Foreign currency translation adjustment	Foreign currency translation adjustment	16.1		(8.0)		29.2		(4.0)		Foreign currency translation adjustment	(25.9)		(16.4)		3.3		(20.3)
(Loss) gain on cash flow hedges, net of tax benefit (expense) of none, $0.7, none, and $(0.7), respectively		—		(2.0)		—		1.8
Accumulated other comprehensive income (loss), ending balances		11.2		(5.1)		11.2		(5.1)
Gain on cash flow hedges, net of tax expense of none, none, none, and $(0.7), respectively										Gain on cash flow hedges, net of tax expense of none, none, none, and $(0.7), respectively	—		—		—		1.8
Accumulated other comprehensive loss, ending balances										Accumulated other comprehensive loss, ending balances	(14.7)		(21.5)		(14.7)		(21.5)

Retained earnings, beginning balances	Retained earnings, beginning balances	4,282.5		3,191.4		4,065.3		2,859.5		Retained earnings, beginning balances	4,565.8		3,510.8		4,065.3		2,859.5

Net income attributable to Lithia Motors, Inc.	Net income attributable to Lithia Motors, Inc.	297.2		331.3		525.9		673.5		Net income attributable to Lithia Motors, Inc.	261.5		329.6		787.3		1,003.4
Dividends paid	Dividends paid	(13.9)		(11.9)		(25.4)		(22.2)		Dividends paid	(13.8)		(11.3)		(39.1)		(33.8)

Retained earnings, ending balances	Retained earnings, ending balances	4,565.8		3,510.8		4,565.8		3,510.8		Retained earnings, ending balances	4,813.5		3,829.1		4,813.5		3,829.1

Non-controlling interest, beginning balances	Non-controlling interest, beginning balances	3.6		3.3		4.2		2.8		Non-controlling interest, beginning balances	4.1		6.1		4.2		2.8
Distribution of non-controlling interest		(1.3)		(1.0)		(2.6)		(1.1)
Net income attributable to non-controlling interest		1.8		3.8		2.5		4.4
Contribution (distribution) of non-controlling interest										Contribution (distribution) of non-controlling interest	19.9		(1.6)		17.2		(2.7)
Net income (loss) attributable to non-controlling interest										Net income (loss) attributable to non-controlling interest	2.1		(0.5)		4.7		3.9
Non-controlling interest, ending balances	Non-controlling interest, ending balances	4.1		6.1		4.1		6.1		Non-controlling interest, ending balances	26.1		4.0		26.1		4.0

Total equity, ending balances	Total equity, ending balances	$	5,759.7	$	4,698.0	$	5,759.7	$	4,698.0	Total equity, ending balances	$	6,022.5	$	4,987.7	$	6,022.5	$	4,987.7

Redeemable non-controlling interest, beginning balances	Redeemable non-controlling interest, beginning balances	$	40.9	$	34.9	$	40.7	$	34.0	Redeemable non-controlling interest, beginning balances	$	43.0	$	39.8	$	40.7	$	34.0
Contribution of redeemable non-controlling interest		—		2.4		—		2.4
Contribution (distribution) of redeemable non-controlling interest										Contribution (distribution) of redeemable non-controlling interest	—		(0.5)		—		2.0
Net income attributable to redeemable non-controlling interest	Net income attributable to redeemable non-controlling interest	2.1		2.5		2.3		3.4		Net income attributable to redeemable non-controlling interest	1.3		1.2		3.6		4.5
Redeemable non-controlling interest, ending balances	Redeemable non-controlling interest, ending balances	$	43.0	$	39.8	$	43.0	$	39.8	Redeemable non-controlling interest, ending balances	$	44.3	$	40.5	$	44.3	$	40.5

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


CONSOLIDATED STATEMENTS OF CASH FLOWS	CONSOLIDATED STATEMENTS OF CASH FLOWS					CONSOLIDATED STATEMENTS OF CASH FLOWS
		Six Months Ended June 30,					Nine Months Ended September 30,
(In millions; Unaudited)	(In millions; Unaudited)	2023		2022		(In millions; Unaudited)	2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	530.7	$	681.3	Net income	$	795.6	$	1,011.8
Adjustments to reconcile net income to net cash used in operating activities:	Adjustments to reconcile net income to net cash used in operating activities:					Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization	Depreciation and amortization	100.0		80.2		Depreciation and amortization	154.9		122.1
Stock-based compensation	Stock-based compensation	19.3		23.1		Stock-based compensation	30.4		31.7

Loss (gain) on disposal of other assets	Loss (gain) on disposal of other assets	0.1		(0.6)		Loss (gain) on disposal of other assets	0.1		(0.4)
Gain on disposal of franchise	Gain on disposal of franchise	(8.2)		(13.1)		Gain on disposal of franchise	(31.4)		(49.6)
Unrealized investment (gain) loss	Unrealized investment (gain) loss	(0.8)		33.0		Unrealized investment (gain) loss	(0.1)		32.6
Deferred income taxes	Deferred income taxes	32.1		16.6		Deferred income taxes	47.2		63.5
Amortization of operating lease right-of-use assets	Amortization of operating lease right-of-use assets	31.8		19.3		Amortization of operating lease right-of-use assets	49.1		37.6
(Increase) decrease (net of acquisitions and dispositions):	(Increase) decrease (net of acquisitions and dispositions):					(Increase) decrease (net of acquisitions and dispositions):
Accounts receivable, net	Accounts receivable, net	(2.8)		(76.4)		Accounts receivable, net	(110.6)		(54.0)
Inventories	Inventories	(350.2)		(507.0)		Inventories	(498.2)		(852.4)
Finance receivables	Finance receivables	(684.6)		(573.1)		Finance receivables	(907.0)		(946.7)
Other assets	Other assets	8.6		(55.2)		Other assets	5.8		(85.8)
Increase (decrease) (net of acquisitions and dispositions):	Increase (decrease) (net of acquisitions and dispositions):					Increase (decrease) (net of acquisitions and dispositions):
Floor plan notes payable	Floor plan notes payable	58.4		56.9		Floor plan notes payable	292.0		101.1
Trade payables	Trade payables	(36.8)		32.6		Trade payables	(34.1)		9.3
Accrued liabilities	Accrued liabilities	(11.0)		(16.8)		Accrued liabilities	9.7		19.1
Other long-term liabilities and deferred revenue	Other long-term liabilities and deferred revenue	14.7		36.1		Other long-term liabilities and deferred revenue	19.4		42.6
Net cash used in operating activities	Net cash used in operating activities	(298.7)		(263.1)		Net cash used in operating activities	(177.2)		(517.5)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Capital expenditures	Capital expenditures	(97.1)		(136.6)		Capital expenditures	(163.7)		(209.8)
Proceeds from sales of assets	Proceeds from sales of assets	0.8		16.5		Proceeds from sales of assets	3.1		16.4
Cash paid for other investments	Cash paid for other investments	(11.1)		(9.3)		Cash paid for other investments	(11.1)		(9.3)
Cash paid for acquisitions, net of cash acquired	Cash paid for acquisitions, net of cash acquired	(978.5)		(706.0)		Cash paid for acquisitions, net of cash acquired	(1,204.7)		(962.6)
Proceeds from sales of stores	Proceeds from sales of stores	85.7		52.7		Proceeds from sales of stores	136.1		148.0
Net cash used in investing activities	Net cash used in investing activities	(1,000.2)		(782.7)		Net cash used in investing activities	(1,240.3)		(1,017.3)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings on floor plan notes payable, net: non-trade	Borrowings on floor plan notes payable, net: non-trade	223.5		243.5		Borrowings on floor plan notes payable, net: non-trade	426.7		429.6
Borrowings on lines of credit	Borrowings on lines of credit	7,049.2		6,047.8		Borrowings on lines of credit	9,625.1		9,178.4
Repayments on lines of credit	Repayments on lines of credit	(6,789.1)		(4,543.9)		Repayments on lines of credit	(9,681.0)		(7,430.0)
Principal payments on long-term debt and finance lease liabilities, scheduled	Principal payments on long-term debt and finance lease liabilities, scheduled	(17.5)		(15.9)		Principal payments on long-term debt and finance lease liabilities, scheduled	(26.2)		(42.4)
Principal payments on long-term debt and finance lease liabilities, other	Principal payments on long-term debt and finance lease liabilities, other	(3.4)		(60.3)		Principal payments on long-term debt and finance lease liabilities, other	(3.4)		(70.0)
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	10.4		26.7		Proceeds from issuance of long-term debt	79.8		39.6
Principal payments on non-recourse notes payable	Principal payments on non-recourse notes payable	(211.5)		(80.1)		Principal payments on non-recourse notes payable	(404.0)		(138.7)
Proceeds from issuance of non-recourse notes payable	Proceeds from issuance of non-recourse notes payable	1,036.4		—		Proceeds from issuance of non-recourse notes payable	1,451.7		298.2
Payment of debt issuance costs	Payment of debt issuance costs	(7.8)		(1.5)		Payment of debt issuance costs	(14.3)		(4.7)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	14.9		18.7		Proceeds from issuance of common stock	23.0		28.1
Repurchase of common stock	Repurchase of common stock	(14.5)		(623.4)		Repurchase of common stock	(14.5)		(644.4)
Dividends paid	Dividends paid	(25.4)		(22.2)		Dividends paid	(39.1)		(33.8)
Payment of contingent consideration related to acquisitions	Payment of contingent consideration related to acquisitions	(14.0)		(3.7)		Payment of contingent consideration related to acquisitions	(14.0)		(7.2)
Other financing activity	Other financing activity	(2.7)		(1.1)		Other financing activity	17.2		(2.7)
Net cash provided by financing activities	Net cash provided by financing activities	1,248.5		984.6		Net cash provided by financing activities	1,427.0		1,600.0
Effect of exchange rate changes on cash and restricted cash	Effect of exchange rate changes on cash and restricted cash	8.1		(0.4)		Effect of exchange rate changes on cash and restricted cash	5.7		(3.3)
Decrease in cash and restricted cash		(42.3)		(61.6)
Increase in cash and restricted cash						Increase in cash and restricted cash	15.2		61.9
Cash and restricted cash at beginning of year	Cash and restricted cash at beginning of year	271.5		178.5		Cash and restricted cash at beginning of year	271.5		178.4
Cash and restricted cash at end of period	Cash and restricted cash at end of period	$	229.2	$	116.9	Cash and restricted cash at end of period	$	286.7	$	240.3

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION					SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
		Six Months Ended June 30,					Nine Months Ended September 30,
(In millions)	(In millions)	2023		2022		(In millions)	2023		2022
Reconciliation of cash and restricted cash to the consolidated balance sheets	Reconciliation of cash and restricted cash to the consolidated balance sheets					Reconciliation of cash and restricted cash to the consolidated balance sheets
Cash	Cash	$	88.7	$	64.4	Cash	$	146.9	$	172.7
Restricted cash from collections on auto loans receivable and customer deposits	Restricted cash from collections on auto loans receivable and customer deposits	111.0		48.8		Restricted cash from collections on auto loans receivable and customer deposits	109.3		60.3
Cash and restricted cash	Cash and restricted cash	199.7		113.2		Cash and restricted cash	256.2		233.0
Restricted cash on deposit in reserve accounts, included in other non-current assets	Restricted cash on deposit in reserve accounts, included in other non-current assets	29.5		3.7		Restricted cash on deposit in reserve accounts, included in other non-current assets	30.5		7.3
Total cash and restricted cash reported in the Consolidated Statements of Cash Flows	Total cash and restricted cash reported in the Consolidated Statements of Cash Flows	$	229.2	$	116.9	Total cash and restricted cash reported in the Consolidated Statements of Cash Flows	$	286.7	$	240.3

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Cash paid during the period for interest	Cash paid during the period for interest	$	220.3	$	71.9	Cash paid during the period for interest	$	359.3	$	122.2
Cash paid during the period for income taxes, net	Cash paid during the period for income taxes, net	117.9		259.2		Cash paid during the period for income taxes, net	203.5		380.0
Debt paid in connection with store disposals	Debt paid in connection with store disposals	3.2		—		Debt paid in connection with store disposals	13.2		23.6

Non-cash activities:	Non-cash activities:					Non-cash activities:

Contingent consideration in connection with acquisitions	Contingent consideration in connection with acquisitions	$	7.3	$	—	Contingent consideration in connection with acquisitions	$	7.3	$	21.7
Debt assumed in connection with acquisitions	Debt assumed in connection with acquisitions	453.7		—		Debt assumed in connection with acquisitions	401.6		0.7
Acquisition of finance leases in connection with acquisitions	Acquisition of finance leases in connection with acquisitions	45.0		59.0		Acquisition of finance leases in connection with acquisitions	45.0		78.2

Right-of-use assets obtained in exchange for lease liabilities	Right-of-use assets obtained in exchange for lease liabilities	135.1		16.5		Right-of-use assets obtained in exchange for lease liabilities	139.1		22.3
Unsettled repurchases of common stock	Unsettled repurchases of common stock	—		2.2		Unsettled repurchases of common stock	—		9.2

See accompanying condensed notes to consolidated financial statements.

FINANCIAL STATEMENTS

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. INTERIM FINANCIAL STATEMENTS

Basis of Presentation

These condensed Consolidated Financial Statements contain unaudited information as of ~~June~~September 30, 2023, and for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022. The unaudited interim financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America for annual financial statements are not included herein. In management’s opinion, these unaudited financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the information when read in conjunction with our 2022 audited Consolidated Financial Statements and the related notes thereto. The financial information as of December 31, 2022, is derived from our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying Consolidated Financial Statements to maintain consistency and comparability between periods presented. We reclassified certain components within our Consolidated Statements of Cash Flows to present activity associated with Finance Receivables and Non-Recourse Notes Payable. We also reclassified components of our Consolidated Statements of Operations to present Finance Operations Income, and to change our presentation of segment reporting.

NOTE 2. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:


(in millions)	(in millions)	June 30, 2023		December 31, 2022		(in millions)	September 30, 2023		December 31, 2022
Contracts in transit	Contracts in transit	$	403.3	$	432.5	Contracts in transit	$	458.8	$	432.5
Trade receivables	Trade receivables	142.2		122.6		Trade receivables	156.3		122.6
Vehicle receivables	Vehicle receivables	148.6		105.4		Vehicle receivables	170.3		105.4
Manufacturer receivables	Manufacturer receivables	191.1		151.9		Manufacturer receivables	207.8		151.9
Other receivables, current	Other receivables, current	3.9		3.8		Other receivables, current	10.6		3.8
		889.1		816.2			1,003.8		816.2
Less: Allowance for doubtful accounts	Less: Allowance for doubtful accounts	(4.5)		(3.1)		Less: Allowance for doubtful accounts	(4.5)		(3.1)
Total accounts receivable, net	Total accounts receivable, net	$	884.6	$	813.1	Total accounts receivable, net	$	999.3	$	813.1

The long-term portions of accounts receivable and allowance for doubtful accounts were included as a component of other non-current assets in the Consolidated Balance Sheets.

NOTE 3. INVENTORIES AND FLOOR PLAN NOTES PAYABLE

The components of inventories, net, consisted of the following:


(in millions)	(in millions)	June 30, 2023		December 31, 2022		(in millions)	September 30, 2023		December 31, 2022
New vehicles	New vehicles	$	2,213.0	$	1,679.8	New vehicles	$	2,457.3	$	1,679.8
Used vehicles	Used vehicles	1,842.2		1,529.3		Used vehicles	1,724.2		1,529.3
Parts and accessories	Parts and accessories	223.7		200.3		Parts and accessories	223.0		200.3
Total inventories	Total inventories	$	4,278.9	$	3,409.4	Total inventories	$	4,404.5	$	3,409.4

The new vehicle inventory cost is generally reduced by manufacturer holdbacks and incentives, while the related floor plan notes payable are reflective of the gross cost of the vehicle.


(in millions)	(in millions)	June 30, 2023		December 31, 2022		(in millions)	September 30, 2023		December 31, 2022
Floor plan notes payable: non-trade	Floor plan notes payable: non-trade	$	1,708.8	$	1,489.4	Floor plan notes payable: non-trade	$	1,863.4	$	1,489.4
Floor plan notes payable	Floor plan notes payable	1,107.9		627.2		Floor plan notes payable	1,261.2		627.2
Total floor plan debt	Total floor plan debt	$	2,816.7	$	2,116.6	Total floor plan debt	$	3,124.6	$	2,116.6

NOTES TO FINANCIAL STATEMENTS

NOTE 4. FINANCE RECEIVABLES

Interest income on finance receivables is recognized based on the contractual terms of each loan and is accrued until repayment, reaching non-accrual status, charge-off, or repossession. Direct costs associated with loan originations are capitalized and expensed as an offset to interest income when recognized on the loans.

The balances of finance receivables are made up of loans and leases secured by the related vehicles. More than 99% of the portfolio is aged less than 60 days past due with less than 1% on non-accrual status.

Finance Receivables, net


(in millions)	(in millions)	June 30, 2023		December 31, 2022		(in millions)	September 30, 2023		December 31, 2022
Asset-backed term funding	Asset-backed term funding	$	1,536.6	$	482.1	Asset-backed term funding	$	1,840.2	$	482.1
Warehouse facilities	Warehouse facilities	992.0		1,383.9		Warehouse facilities	861.5		1,383.9
Other managed receivables	Other managed receivables	450.9		390.9		Other managed receivables	503.4		390.9
Total finance receivables	Total finance receivables	2,979.5		2,256.9		Total finance receivables	3,205.1		2,256.9
Less: Allowance for finance receivable losses	Less: Allowance for finance receivable losses	(97.1)		(69.3)		Less: Allowance for finance receivable losses	(103.0)		(69.3)
Finance receivables, net	Finance receivables, net	$	2,882.4	$	2,187.6	Finance receivables, net	$	3,102.1	$	2,187.6

Finance Receivables by FICO Score


		As of June 30, 2023								As of September 30, 2023
		Year of Origination								Year of Origination
($ in millions)	($ in millions)	2023		2022		2021		2020			Total		($ in millions)	2023		2022		2021		2020		Total
<5991		$	40.5	$	51.6	$	23.3	$	3.6		$	119.0
<599													<599	$	53.4	$	45.3	$	20.4	$	3.0	$	122.1
600-699	600-699	356.3		558.2		194.7		20.7			1,129.9		600-699	491.0		508.2		171.8		18.3		1,189.3
700-774	700-774	342.1		499.6		78.5		7.7			927.9		700-774	472.6		459.7		71.3		6.6		1,010.2
775+	775+	294.1		311.3		17.5		3.6			626.5		775+	404.3		285.9		16.2		3.1		709.5
Total auto loan receivables	Total auto loan receivables	$	1,033.0	$	1,420.7	$	314.0	$	35.6		2,803.3		Total auto loan receivables	$	1,421.3	$	1,299.1	$	279.7	$	31.0	3,031.1
Other finance receivables 1	Other finance receivables 1										176.2		Other finance receivables 1									174.0
Total finance receivables	Total finance receivables										$	2,979.5	Total finance receivables									$	3,205.1


		As of December 31, 2022						As of December 31, 2022
		Year of Origination						Year of Origination
($ in millions)	($ in millions)	2022		2021		2020			Total		($ in millions)	2022		2021		2020		Total
<5991		$	63.0	$	30.3	$	4.8		$	98.1
<599											<599	$	63.0	$	30.3	$	4.8	$	98.1
600-699	600-699	652.6		243.4		27.2			923.2		600-699	652.6		243.4		27.2		923.2
700-774	700-774	575.9		97.9		10.0			683.8		700-774	575.9		97.9		10.0		683.8
775+	775+	369.5		21.5		4.5			395.5		775+	369.5		21.5		4.5		395.5
Total auto loan receivables	Total auto loan receivables	$	1,661.0	$	393.1	46.5			2,100.6		Total auto loan receivables	$	1,661.0	$	393.1	46.5		2,100.6
Other finance receivables 1	Other finance receivables 1								156.3		Other finance receivables 1							156.3
Total finance receivables	Total finance receivables								$	2,256.9	Total finance receivables							$	2,256.9

1Includes legacy portfolio, loans that are originated with no FICO score available, and lease receivables.

In accordance with Topic 326, the allowance for loan and lease losses is estimated based on our historical write-off experience, current conditions and forecasts, as well as the value of any underlying assets securing these loans. Consideration is given to recent delinquency trends and recovery rates. Account balances are charged against the allowance upon reaching 120 days past due status.

NOTES TO FINANCIAL STATEMENTS

Rollforward of Allowance for Loan and Lease Losses

Our allowance for loan and lease losses represents the net credit losses expected over the remaining contractual life of our managed receivables. The allowances for credit losses related to finance receivables consisted of the following changes during the period:


		Six Months Ended June 30,					Nine Months Ended September 30,
(in millions)	(in millions)	2023		2022		(in millions)	2023		2022
Allowance at beginning of period	Allowance at beginning of period	$	69.3	$	25.0	Allowance at beginning of period	$	69.3	$	25.0
Charge-offs	Charge-offs	(50.1)		(20.1)		Charge-offs	(79.1)		(36.3)
Recoveries	Recoveries	23.6		8.1		Recoveries	35.5		12.2
Initial allowance for purchased credit-deteriorated loans	Initial allowance for purchased credit-deteriorated loans	2.3		—		Initial allowance for purchased credit-deteriorated loans	2.3		—
Provision expense	Provision expense	52.0		24.4		Provision expense	75.0		51.5
Allowance at end of period	Allowance at end of period	$	97.1	$	37.4	Allowance at end of period	$	103.0	$	52.4

Charge-off Activity by Year of Origination


		Six Months Ended June 30,					Nine Months Ended September 30,
(in millions)	(in millions)	2023		2022		(in millions)	2023		2022
2023	2023	$	0.8	$	—	2023	$	5.0	$	—
2022	2022	31.0		0.7		2022	47.1		5.7
2021	2021	15.8		14.6		2021	23.0		24.1
2020	2020	1.6		2.6		2020	2.3		3.5
Other finance receivables 1	Other finance receivables 1	0.9		2.2		Other finance receivables 1	1.7		3.0
Total charge-offs	Total charge-offs	$	50.1	$	20.1	Total charge-offs	$	79.1	$	36.3

1Includes legacy portfolio, loans that are originated with no FICO score available, and lease receivables.

Purchased Financial Assets with Credit Deterioration

As part of our acquisition of Priority Auto Group on June 12, 2023, we purchased certain auto loan receivables for which there was evidence of more than insignificant deterioration of credit quality since origination (purchased credit-deteriorated or “PCD” assets). The following is a reconciliation of the difference between the purchase price paid by us for the financial assets and the par value (outstanding principal balance) of the assets on the date we acquired the portfolio:


Purchase price of PCD loans at acquisition	$	8.0
Initial allowance for credit losses of PCD loans at acquisition	2.3
Noncredit premium of PCD loans at acquisition	(1.2)
Par value of acquired PCD loans at acquisition	$	9.1

NOTE 5. GOODWILL AND FRANCHISE VALUE

The changes in the carrying amounts of goodwill are as follows:


(in millions)	(in millions)	Vehicle Operations		Financing Operations		Consolidated		(in millions)	Vehicle Operations		Financing Operations		Consolidated
Balance as of December 31, 2021	Balance as of December 31, 2021	$	977.3	$	—	$	977.3	Balance as of December 31, 2021	$	977.3	$	—	$	977.3

Additions through acquisitions 1	Additions through acquisitions 1	483.4		17.0		500.4		Additions through acquisitions 1	483.4		17.0		500.4
Reductions through divestitures	Reductions through divestitures	(17.9)		—		(17.9)		Reductions through divestitures	(17.9)		—		(17.9)

Currency translation	Currency translation	0.7		0.2		0.9		Currency translation	0.7		0.2		0.9
Balance as of December 31, 2022	Balance as of December 31, 2022	1,443.5		17.2		1,460.7		Balance as of December 31, 2022	1,443.5		17.2		1,460.7

Additions through acquisitions 2	Additions through acquisitions 2	157.3		—		157.3		Additions through acquisitions 2	315.0		—		315.0
Reductions through divestitures	Reductions through divestitures	(9.3)		—		(9.3)		Reductions through divestitures	(49.9)		—		(49.9)

Currency translation	Currency translation	1.1		0.4		1.5		Currency translation	(0.2)		—		(0.2)
Balance as of June 30, 2023		$	1,592.6	$	17.6	$	1,610.2
Balance as of September 30, 2023								Balance as of September 30, 2023	$	1,708.4	$	17.2	$	1,725.6

1Our purchase price allocation for the 2021 acquisitions were finalized in 2022. As a result, we added $500.4 million of goodwill.

2Our purchase price allocation for a portion of the 2022 acquisitions were finalized in 2023. As a result, we added ~~$157.3~~$315.0 million of goodwill. Our purchase price allocation for the remaining 2022 and 2023 acquisitions are preliminary and goodwill is not yet allocated to our segments. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 11 – Acquisitions.

NOTES TO FINANCIAL STATEMENTS

The changes in the carrying amounts of franchise value are as follows:


(in millions)	Franchise Value
Balance as of December 31, 2021	$	799.1

Additions through acquisitions 1	1,088.4
Reductions through divestitures	(33.6)

Currency translation	2.3
Balance as of December 31, 2022	1,856.2

Additions through acquisitions 2	~~169.8~~305.8
Reductions through divestitures	~~(13.4)~~(13.8)

Currency translation	~~3.6~~ (0.5)
Balance as of ~~June~~September 30, 2023	$	~~2,016.2~~2,147.7

1Our purchase price allocation for the 2021 acquisitions were finalized in 2022. As a result, we added $1.1 billion of franchise value.

2Our purchase price allocations for a portion of the 2022 acquisitions were finalized in 2023. As a result, we added ~~$169.8~~$305.8 million of franchise value. Our purchase price allocation for the remaining 2022 and 2023 acquisitions are preliminary and franchise value is not yet allocated to our reporting units. These amounts are included in other non-current assets until we finalize our purchase accounting. See Note 11 – Acquisitions.

NOTE 6. NET INVESTMENT IN OPERATING LEASES

Net investment in operating leases consists primarily of lease contracts for vehicles with individuals and business entities. Assets subject to operating leases are depreciated using the straight-line method over the term of the lease to reduce the asset to its estimated residual value. Estimated residual values are based on assumptions for used vehicle prices at lease termination and the number of vehicles that are expected to be returned.

Net investment in operating leases was as follows:


(in millions)	(in millions)	June 30, 2023		December 31, 2022		(in millions)	September 30, 2023		December 31, 2022
Vehicles, at cost 1	Vehicles, at cost 1	$	97.4	$	92.2	Vehicles, at cost 1	$	99.7	$	92.2
Accumulated depreciation 1	Accumulated depreciation 1	(9.2)		(7.6)		Accumulated depreciation 1	(10.2)		(7.6)
Net investment in operating leases	Net investment in operating leases	$	88.2	$	84.6	Net investment in operating leases	$	89.5	$	84.6

1Vehicles, at cost and accumulated depreciation are recorded in other current assets on the Consolidated Balance Sheets.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Contract Liabilities

We are the obligor on our lifetime oil contracts. Revenue is allocated to these performance obligations and is recognized over time as services are provided to the customer. The amount of revenue recognized is calculated, net of cancellations, using an input method, which most closely depicts performance of the contracts. Our contract liability balances were ~~$301.7~~$309.9 million and $284.3 million as of ~~June~~September 30, 2023, and December 31, 2022, respectively; and we recognized ~~$14.2~~$13.2 million and ~~$28.9~~$42.2 million of revenue in the three and ~~six~~nine months ended ~~June~~September 30, 2023 related to our contract liability balance at December 31, 2022. Our contract liability balance is included in accrued liabilities and deferred revenue.

Leases

We lease certain dealerships, office space, land and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. We have elected not to bifurcate lease and non-lease components related to leases of real property.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 24 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

NOTES TO FINANCIAL STATEMENTS

Certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Our finance lease liabilities are included in long-term debt, with the current portion included in current maturities of long-term debt. The related assets are included in property, plant and equipment, net of accumulated amortization.

We rent or sublease certain real estate to third parties.

Litigation

We are party to numerous legal proceedings arising in the normal course of our business. Although we do not anticipate that the resolution of legal proceedings arising in the normal course of business will have a material adverse effect on our business, results of operations, financial condition, or cash flows, we cannot predict this with certainty.

NOTE 8. DEBT

Credit Facilities

US Bank Syndicated Credit Facility

On February 9, 2023, we amended our existing syndicated credit facility (USB credit facility), comprised of 20 financial institutions, including eight manufacturer-affiliated finance companies, maturing April 29, 2026.

This USB credit facility provides for a total financing commitment of $4.5 billion, which may be further expanded, subject to lender approval and the satisfaction of other conditions, up to a total of $5.5 billion. The allocation of the financing commitment is for up to $1.95 billion in new vehicle inventory floorplan financing, up to $800 million in used vehicle inventory floorplan financing, up to $50 million in service loaner vehicle floorplan financing, and up to $1.70 billion in revolving financing for general corporate purposes, including acquisitions and working ~~capital, up to $1.95 billion in new vehicle inventory floorplan financing, and up to $50 million in service loaner vehicle floorplan financing.~~capital. We have the option to reallocate the commitments under this USB credit facility, provided that the aggregate revolving loan commitment may not be more than 40% of the amount of the aggregate commitment, and the aggregate service loaner vehicle floorplan commitment may not be more than the 3% of the amount of the aggregate commitment. All borrowings from, and repayments to, our lending group are presented in the Consolidated Statements of Cash Flows as financing activities.

Our obligations under our USB credit facility are secured by a substantial amount of our assets, including our inventory (including new and used vehicles, parts and accessories), equipment, accounts receivable (and other rights to payment) and our equity interests in certain of our subsidiaries. Under our USB credit facility, our obligations relating to new vehicle floor plan loans are secured only by collateral owned by ~~borrowers of~~Lithia and its dealerships borrowing under the new vehicle floor plan ~~loans under~~portion of the USB credit facility.

The interest rate on the USB credit facility varies based on the type of debt, with the rate of one-day SOFR plus a credit spread adjustment of 0.10% plus a margin of ~~1.00%~~1.10% for new vehicle floor plan financing, 1.40% for used vehicle floor plan financing, 1.20% for service loaner floor plan financing, and a variable interest rate on the revolving financing ranging from 1.00% to 2.00% depending on our leverage ratio. The annual interest rates associated with our floor plan commitments are as follows:


Commitment			Annual Interest Rate at ~~June~~September 30, 2023
New vehicle floor plan			~~6.16%~~6.51%
Used vehicle floor plan			~~6.56%~~6.81%
Service loaner floor plan			~~6.26%~~6.61%
Revolving line of credit			~~6.06%~~6.41%

JPM Warehouse Facility

On July 20, 2023, we amended our securitization facility for our auto loan portfolio (JPM warehouse facility) with JPMorgan Chase Bank, as administrative agent and account bank, providing initial commitments for borrowings of up to $1.0 billion. The JPM warehouse facility matures on July 18, 2025. The interest rate on the JPM warehouse facility varies based on the Daily Simple SOFR rate plus 1.15% to 1.95%. As of September 30, 2023, we had $375.0 million drawn on the JPM warehouse facility.

NOTES TO FINANCIAL STATEMENTS

Mizuho Warehouse Facility

On July 20, 2023, we amended our securitization facility for our auto loan portfolio (Mizuho warehouse facility), with Mizuho Bank Ltd. as administrative agent and account bank, providing initial commitments for borrowings of up to $750 million. The Mizuho warehouse facility matures on July 20, 2026. The interest rate on the Mizuho warehouse facility varies based on the Daily Simple SOFR rate plus 1.20%. As of September 30, 2023, we had $210 million drawn on the Mizuho warehouse facility.

Non-Recourse Notes Payable

In 2023, we issued approximately ~~$1.0~~$1.5 billion in non-recourse notes payable related to asset-backed term funding transactions. Below is a summary of outstanding non-recourse notes payable issued:


($ in millions)	($ in millions)	Balance as of June 30, 2023		Initial Principal Amount		Issuance Date	Interest Rate	Final Distribution Date	($ in millions)	Balance as of September 30, 2023		Initial Principal Amount		Issuance Date	Interest Rate	Final Distribution Date
LAD Auto Receivables Trust 2021-1 Class A	LAD Auto Receivables Trust 2021-1 Class A	$	71.8	$	282.8	11/24/21	1.300%	08/17/26	LAD Auto Receivables Trust 2021-1 Class A	52.6		$	282.8	11/24/21	1.300%	08/17/26
LAD Auto Receivables Trust 2021-1 Class B	LAD Auto Receivables Trust 2021-1 Class B	18.3		18.3		11/24/21	1.940%	11/16/26	LAD Auto Receivables Trust 2021-1 Class B	18.3		18.3		11/24/21	1.940%	11/16/26
LAD Auto Receivables Trust 2021-1 Class C	LAD Auto Receivables Trust 2021-1 Class C	26.0		26.0		11/24/21	2.350%	04/15/27	LAD Auto Receivables Trust 2021-1 Class C	26.0		26.0		11/24/21	2.350%	04/15/27
LAD Auto Receivables Trust 2021-1 Class D	LAD Auto Receivables Trust 2021-1 Class D	17.2		17.2		11/24/21	3.990%	11/15/29	LAD Auto Receivables Trust 2021-1 Class D	17.2		17.2		11/24/21	3.990%	11/15/29
LAD Auto Receivables Trust 2022-1 Class A	LAD Auto Receivables Trust 2022-1 Class A	155.9		259.7		08/17/22	5.210%	06/15/27	LAD Auto Receivables Trust 2022-1 Class A	132.7		259.7		08/17/22	5.210%	06/15/27
LAD Auto Receivables Trust 2022-1 Class B	LAD Auto Receivables Trust 2022-1 Class B	15.5		15.5		08/17/22	5.870%	09/15/27	LAD Auto Receivables Trust 2022-1 Class B	15.5		15.5		08/17/22	5.870%	09/15/27
LAD Auto Receivables Trust 2022-1 Class C	LAD Auto Receivables Trust 2022-1 Class C	23.0		23.0		08/17/22	6.850%	04/15/30	LAD Auto Receivables Trust 2022-1 Class C	23.0		23.0		08/17/22	6.850%	04/15/30
LAD Auto Receivables Trust 2023-1 Class A-1	LAD Auto Receivables Trust 2023-1 Class A-1	—		75.1		02/14/23	4.929%	02/15/24	LAD Auto Receivables Trust 2023-1 Class A-1	—		75.1		02/14/23	4.929%	02/15/24
LAD Auto Receivables Trust 2023-1 Class A-2	LAD Auto Receivables Trust 2023-1 Class A-2	239.1		242.0		02/14/23	5.680%	10/15/26	LAD Auto Receivables Trust 2023-1 Class A-2	191.4		242.0		02/14/23	5.680%	10/15/26
LAD Auto Receivables Trust 2023-1 Class A-3	LAD Auto Receivables Trust 2023-1 Class A-3	74.4		74.4		02/14/23	5.480%	06/15/27	LAD Auto Receivables Trust 2023-1 Class A-3	74.4		74.4		02/14/23	5.480%	06/15/27
LAD Auto Receivables Trust 2023-1 Class B	LAD Auto Receivables Trust 2023-1 Class B	20.1		20.1		02/14/23	5.590%	08/16/27	LAD Auto Receivables Trust 2023-1 Class B	20.1		20.1		02/14/23	5.590%	08/16/27
LAD Auto Receivables Trust 2023-1 Class C	LAD Auto Receivables Trust 2023-1 Class C	36.7		36.7		02/14/23	6.180%	12/15/27	LAD Auto Receivables Trust 2023-1 Class C	36.7		36.7		02/14/23	6.180%	12/15/27
LAD Auto Receivables Trust 2023-1 Class D	LAD Auto Receivables Trust 2023-1 Class D	31.3		31.3		02/14/23	7.300%	06/17/30	LAD Auto Receivables Trust 2023-1 Class D	31.3		31.3		02/14/23	7.300%	06/17/30
LAD Auto Receivables Trust 2023-2 Class A-1	LAD Auto Receivables Trust 2023-2 Class A-1	48.4		87.4		05/24/23	5.440%	05/15/24	LAD Auto Receivables Trust 2023-2 Class A-1	—		87.4		05/24/23	5.440%	05/15/24
LAD Auto Receivables Trust 2023-2 Class A-2	LAD Auto Receivables Trust 2023-2 Class A-2	287.0		287.0		05/24/23	5.930%	06/15/27	LAD Auto Receivables Trust 2023-2 Class A-2	262.2		287.0		05/24/23	5.930%	06/15/27
LAD Auto Receivables Trust 2023-2 Class A-3	LAD Auto Receivables Trust 2023-2 Class A-3	80.0		80.0		05/24/23	5.420%	02/15/28	LAD Auto Receivables Trust 2023-2 Class A-3	80.0		80.0		05/24/23	5.420%	02/15/28
LAD Auto Receivables Trust 2023-2 Class B	LAD Auto Receivables Trust 2023-2 Class B	22.9		22.9		05/24/23	5.450%	04/15/28	LAD Auto Receivables Trust 2023-2 Class B	22.9		22.9		05/24/23	5.450%	04/15/28
LAD Auto Receivables Trust 2023-2 Class C	LAD Auto Receivables Trust 2023-2 Class C	54.7		54.7		05/24/23	5.580%	09/15/28	LAD Auto Receivables Trust 2023-2 Class C	54.7		54.7		05/24/23	5.580%	09/15/28
LAD Auto Receivables Trust 2023-2 Class D	LAD Auto Receivables Trust 2023-2 Class D	24.8		24.8		05/24/23	6.300%	02/15/31	LAD Auto Receivables Trust 2023-2 Class D	24.8		24.8		05/24/23	6.300%	02/15/31
LAD Auto Receivables Trust 2023-3 Class A-1									LAD Auto Receivables Trust 2023-3 Class A-1	34.0		63.2		08/23/23	5.632%	08/15/24
LAD Auto Receivables Trust 2023-3 Class A-2									LAD Auto Receivables Trust 2023-3 Class A-2	127.8		127.8		08/23/23	6.090%	06/15/26
LAD Auto Receivables Trust 2023-3 Class A-3									LAD Auto Receivables Trust 2023-3 Class A-3	100.0		100.0		08/23/23	6.120%	09/15/27
LAD Auto Receivables Trust 2023-3 Class A-4									LAD Auto Receivables Trust 2023-3 Class A-4	45.0		45.0		08/23/23	5.950%	03/15/28
LAD Auto Receivables Trust 2023-3 Class B									LAD Auto Receivables Trust 2023-3 Class B	22.6		22.6		08/23/23	6.090%	06/15/28
LAD Auto Receivables Trust 2023-3 Class C									LAD Auto Receivables Trust 2023-3 Class C	39.9		39.9		08/23/23	6.430%	12/15/28
LAD Auto Receivables Trust 2023-3 Class D									LAD Auto Receivables Trust 2023-3 Class D	16.8		16.8		08/23/23	6.920%	12/16/30
Total non-recourse notes payable	Total non-recourse notes payable	$	1,247.1	$	1,678.9				Total non-recourse notes payable	$	1,469.9	$	2,094.2

NOTE 9. EQUITY AND REDEEMABLE NON-CONTROLLING INTERESTS

Repurchases of Common Stock

Repurchases of our common stock occurred under a repurchase authorization granted by our Board of Directors and related to shares withheld as part of the vesting of restricted stock units (RSUs). Share repurchases under our authorization were as follows:

Repurchases Occurring in 2023 Cumulative Repurchases as of June 30, 2023
Shares Average Price Shares Average Price
Share Repurchase Authorization — $ — 6,904,781 $ 173.59


	Repurchases Occurring in 2023			Cumulative Repurchases as of September 30, 2023
	Shares	Average Price		Shares	Average Price
Share Repurchase Authorization	—	$	—	6,904,781	$	173.59

As of ~~June~~September 30, 2023, we had $501.4 million available for repurchases pursuant to our share repurchase authorization from our Board of Directors in 2022 and prior years.

In addition, during 2023, we repurchased ~~70,560~~70,626 shares at an average price of ~~$204.82~~$204.92 per share, for a total of $14.5 million, related to tax withholding associated with the vesting of RSUs. The repurchase of shares related to

NOTES TO FINANCIAL STATEMENTS

tax withholding associated with stock awards does not reduce the number of shares available for repurchase as approved by our Board of Directors.

NOTE 10. FAIR VALUE MEASUREMENTS

Factors used in determining the fair value of our financial assets and liabilities are summarized into three broad categories:

•Level 1 - quoted prices in active markets for identical securities;

•Level 2 - other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment spreads, credit risk; and

•Level 3 - significant unobservable inputs, including our own assumptions in determining fair value.

~~NOTES TO FINANCIAL STATEMENTS~~

We determined the carrying value of accounts receivable, trade payables, accrued liabilities, finance receivables, and short-term borrowings approximate their fair values because of the nature of their terms and current market rates of these instruments. We believe the carrying value of our variable rate debt approximates fair value.

We have investments primarily consisting of our investment in Shift Technologies, Inc. (Shift), a San Francisco-based digital retail company. Shift has a readily determinable fair value following Shift going public in a reverse-merger deal with Insurance Acquisition, a special purpose acquisition company, in the fourth quarter of 2020. We calculated the fair value of this investment using quoted prices for the identical asset (Level 1) and recorded the fair value as part of other non-current assets. For the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023, we recognized a ~~$1.2~~$0.7 million and ~~$0.8~~$0.1 million unrealized investment loss and gain related to Shift, respectively. For the three and nine-month periods ended September 30, 2022, we recognized a $0.3 million and $32.6 million unrealized investment gain ~~related to Shift. For the three~~ and ~~six-month periods ended June 30, 2022, we recognized an $18.1 million and $33.0 million unrealized investment~~ loss related to ~~Shift.~~Shift, respectively. These amounts were recorded as a component of Other income (expense), net.

We have fixed rate debt primarily consisting of amounts outstanding under our senior notes, non-recourse notes payable, and real estate mortgages. We calculated the estimated fair value of the senior notes using quoted prices for the identical liability (Level 1). The fair value of non-recourse notes payable are measured using observable Level 2 market expectations at each measurement date. The calculated estimated fair values of the fixed rate real estate mortgages and finance lease liabilities use a discounted cash flow methodology with estimated current interest rates based on a similar risk profile and duration (Level 2). The fixed cash flows are discounted and summed to compute the fair value of the debt.

We have derivative instruments consisting of an offsetting set of interest rate caps. The fair value of derivative assets and liabilities are measured using observable Level 2 market expectations at each measurement date and is recorded as other current assets, current liabilities and other long-term liabilities in the Consolidated Balance Sheets.

Nonfinancial assets such as goodwill, franchise value, or other long-lived assets are measured and recorded at fair value during a business combination or when there is an indicator of impairment. We evaluate our goodwill and franchise value using a qualitative assessment process. If the qualitative factors determine that it is more likely than not that the carrying value exceeds the fair value, we would further evaluate for potential impairment using a quantitative assessment. The quantitative assessment estimates fair values using unobservable (Level 3) inputs by discounting expected future cash flows of the store. The forecasted cash flows contain inherent uncertainties, including significant estimates and assumptions related to growth rates, margins, working capital requirements, and cost of capital, for which we utilize certain market participant-based assumptions we believe to be reasonable. We estimate the value of other long-lived assets that are recorded at fair value on a non-recurring basis on a market valuation approach. We use prices and other relevant information generated primarily by recent market transactions involving similar or comparable assets, as well as our historical experience in divestitures, acquisitions and real estate transactions. Additionally, we may use a cost valuation approach to value long-lived assets when a market valuation approach is unavailable. Under this approach, we determine the cost to replace the service capacity of an asset, adjusted for physical and economic obsolescence. When available, we use valuation inputs from independent valuation experts, such as real estate appraisers and brokers, to corroborate our estimates of fair value. Real estate appraisers’ and brokers’ valuations are typically developed using one or more valuation techniques including market, income and replacement cost approaches. Because these valuations contain unobservable inputs, we classified the measurement of fair value of long-lived assets as Level 3.

~~There were no changes to our valuation techniques during the six-month period ended June 30, 2023.~~

NOTES TO FINANCIAL STATEMENTS

There were no changes to our valuation techniques during the nine-month period ended September 30, 2023.

Below are our assets and liabilities that are measured at fair value:


		As of June 30, 2023								As of December 31, 2022									As of September 30, 2023								As of December 31, 2022
($ in millions)	($ in millions)	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3		($ in millions)	Carrying Value		Level 1		Level 2		Level 3		Carrying Value		Level 1		Level 2		Level 3
Recorded at fair value	Recorded at fair value																	Recorded at fair value
Investments	Investments																	Investments
Shift Technologies, Inc.	Shift Technologies, Inc.	$	2.6	$	2.6	$	—	$	—	$	1.8	$	1.8	$	—	$	—	Shift Technologies, Inc.	$	1.9	$	1.9	$	—	$	—	$	1.8	$	1.8	$	—	$	—

Derivatives	Derivatives																	Derivatives
Derivative assets	Derivative assets	19.2		—		19.2		—		22.1		—		22.1		—		Derivative assets	16.9		—		16.9		—		22.1		—		22.1		—
Derivative liabilities	Derivative liabilities	19.2		—		19.2		—		22.1		—		22.1		—		Derivative liabilities	16.9		—		16.9		—		22.1		—		22.1		—

Recorded at historical value	Recorded at historical value																	Recorded at historical value
Fixed rate debt 1	Fixed rate debt 1																	Fixed rate debt 1
4.625% Senior notes due 2027	4.625% Senior notes due 2027	400.0		371.0		—		—		400.0		364.0		—		—		4.625% Senior notes due 2027	400.0		366.0		—		—		400.0		364.0		—		—
4.375% Senior notes due 2031	4.375% Senior notes due 2031	550.0		471.6		—		—		550.0		448.3		—		—		4.375% Senior notes due 2031	550.0		453.1		—		—		550.0		448.3		—		—
3.875% Senior notes due 2029	3.875% Senior notes due 2029	800.0		692.0		—		—		800.0		656.0		—		—		3.875% Senior notes due 2029	800.0		674.0		—		—		800.0		656.0		—		—
Non-recourse notes payable	Non-recourse notes payable	1,247.1		—		1,229.6		—		422.2		—		411.8		—		Non-recourse notes payable	1,469.9		—		1,452.4		—		422.2		—		411.8		—
Real estate mortgages and other debt	Real estate mortgages and other debt	525.4		—		522.0		—		489.0		—		399.0		—		Real estate mortgages and other debt	618.1		—		602.1		—		489.0		—		399.0		—

1Excluding unamortized debt issuance costs

NOTE 11. ACQUISITIONS

In the first ~~six~~nine months of 2023, we completed the following acquisitions:

•In February 2023, Thornhill Acura in Canada.

•In March 2023, Jardine Motors Group in the United Kingdom.

•In June 2023, Priority Auto Group in Virginia.

•In June 2023, Wade Ford in Georgia.

•In July 2023, Hill Country Honda in Texas.

•In August 2023, Arden Auto Group in the United Kingdom.

Revenue and operating income contributed by the 2023 acquisitions subsequent to the date of acquisition were as follows (in millions):


~~Six~~Nine Months Ended ~~June~~September 30,	2023
Revenue	$	~~791.8~~1,721.2
Operating income	~~28.8~~54.5

In the first ~~six~~nine months of 2022, we completed the following acquisitions:

•In January 2022, John L. Sullivan Chevrolet, John L. Sullivan Chrysler Dodge Jeep Ram, and Roseville Toyota in California.

•In March 2022, Sahara Chrysler Dodge Jeep Ram, Desert 215 Superstore, and Jeep Only in Nevada.

•In May 2022, Sisley Honda in Canada.

•In June 2022, Esserman International Volkswagen & Acura in Florida.

•In June 2022, Henderson Hyundai Superstore in Nevada.

•In June 2022, Lehman Auto Group in Florida.

•In July 2022, Elk Grove Ford in California.

•In September 2022, Wilde Auto Group in Wisconsin.

All acquisitions were accounted for as business combinations under the acquisition method of accounting. The results of operations of the acquired stores are included in our Consolidated Financial Statements from the date of acquisition.

NOTES TO FINANCIAL STATEMENTS

The following tables summarize the consideration paid for the 2023 acquisitions and the preliminary purchase price allocations for identified assets acquired and liabilities assumed as of the acquisition date:


(in millions)	Consideration
Cash paid, net of cash acquired	$	~~978.5~~1,204.7
Contingent consideration	7.3




Total consideration transferred	$	~~985.8~~1,212.0

~~NOTES TO FINANCIAL STATEMENTS~~


(in millions)	Assets Acquired and Liabilities Assumed
Trade receivables, net	$	~~66.7~~75.0
Inventories	~~540.5~~573.2

Goodwill	30.5
Property and equipment	~~348.9~~393.0
Operating lease right-of-use assets	~~86.7~~89.6
Finance receivables, net	8.0
Other assets	~~645.1~~ 725.4
Trade payables	(83.5)
Floor plan notes payable	~~(439.8)~~(353.7)
Borrowings on lines of credit	~~(36.4)~~(47.9)
~~Debt and finance~~Finance lease obligations	(45.0)
Deferred taxes, net	~~10.0~~9.8
Other liabilities	~~(229.4)~~(162.4)
Total net assets acquired and liabilities assumed	$	~~985.8~~1,212.0

The purchase price allocations for the acquisitions from the ~~third~~fourth quarter of 2022 through the ~~first~~third quarter of 2023 are preliminary, and we have not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. We recorded the purchase price allocations based upon information that is currently available and recorded unallocated items as a component of other non-current assets in the Consolidated Balance Sheets.

We ~~do not~~ expect all of the goodwill related to US acquisitions completed in 2023 to be deductible for US federal income tax purposes. Due to local country laws, we do not expect goodwill related to UK acquisitions completed in 2023 to be deductible for UK income tax purposes.

In the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023, we recorded ~~$4.5~~$4.8 million and ~~$5.7~~$10.5 million in acquisition-related expenses as a component of selling, general and administrative expense. Comparatively, we recorded ~~$1.5~~$2.0 million and ~~$8.1~~$10.1 million, of acquisition-related expenses in the same periods of 2022.

The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022 had occurred on January 1, 2022:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2023		2022		2023		2022		(in millions, except per share amounts)	2023		2022		2023		2022
Revenue	Revenue	$	8,400.0	$	8,147.1	$	16,116.9	$	15,695.7	Revenue	$	8,317.4	$	8,284.7	$	24,560.3	$	24,102.2
Net income attributable to Lithia Motors, Inc.	Net income attributable to Lithia Motors, Inc.	314.5		363.2		567.9		732.7		Net income attributable to Lithia Motors, Inc.	266.1		357.1		838.6		1,094.7
Basic earnings attributable to Lithia Motors, Inc. per share	Basic earnings attributable to Lithia Motors, Inc. per share	11.42		12.79		20.64		25.29		Basic earnings attributable to Lithia Motors, Inc. per share	9.65		12.96		30.46		38.43
Diluted earnings attributable to Lithia Motors, Inc. per share	Diluted earnings attributable to Lithia Motors, Inc. per share	11.41		12.71		20.60		25.17		Diluted earnings attributable to Lithia Motors, Inc. per share	9.63		12.91		30.40		38.29

These amounts have been calculated by applying our accounting policies and estimates. The results of the acquired stores have been adjusted to reflect the following: depreciation on a straight-line basis over the expected lives for property and equipment, accounting for inventory on a specific identification method, and recognition of interest expense for real estate financing related to stores where we purchased the facility. No nonrecurring proforma adjustments directly attributable to the acquisitions are included in the reported proforma revenues and earnings.

NOTES TO FINANCIAL STATEMENTS

NOTE 12. EARNINGS PER SHARE

We calculate basic earnings per share (EPS) by dividing net income attributable to Lithia Motors, Inc. by the weighted average number of common shares outstanding for the period, including vested RSU awards. Diluted EPS is calculated by dividing net income attributable to Lithia Motors, Inc. by the weighted average number of shares outstanding, adjusted for the dilutive effect of unvested RSU awards and employee stock purchases.

~~NOTES TO FINANCIAL STATEMENTS~~

The following is a reconciliation of net income attributable to Lithia Motors, Inc. and weighted average shares used for our basic EPS and diluted EPS:


Six Months Ended June 30,		Three Months Ended June 30,				Six Months Ended June 30,
Nine Months Ended September 30,										Nine Months Ended September 30,	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2023		2022		2023		2022		(in millions, except per share amounts)	2023		2022		2023		2022
Net income attributable to Lithia Motors, Inc. and applicable to common stockholders	Net income attributable to Lithia Motors, Inc. and applicable to common stockholders	$	297.2	$	331.3	$	525.9	$	673.5	Net income attributable to Lithia Motors, Inc. and applicable to common stockholders	$	261.5	$	329.6	$	787.3	$	1,003.4

Weighted average common shares outstanding – basic	Weighted average common shares outstanding – basic	27.5		28.4		27.5		29.0		Weighted average common shares outstanding – basic	27.6		27.5		27.5		28.5
Effect of employee stock purchases and restricted stock units on weighted average common shares	Effect of employee stock purchases and restricted stock units on weighted average common shares	0.1		0.2		0.1		0.1		Effect of employee stock purchases and restricted stock units on weighted average common shares	—		0.1		0.1		0.1
Weighted average common shares outstanding – diluted	Weighted average common shares outstanding – diluted	27.6		28.6		27.6		29.1		Weighted average common shares outstanding – diluted	27.6		27.6		27.6		28.6

Basic earnings per share attributable to Lithia Motors, Inc.	Basic earnings per share attributable to Lithia Motors, Inc.	$	10.79	$	11.67	$	19.11	$	23.25	Basic earnings per share attributable to Lithia Motors, Inc.	$	9.49	$	11.97	$	28.60	$	35.23
Diluted earnings per share attributable to Lithia Motors, Inc.	Diluted earnings per share attributable to Lithia Motors, Inc.	$	10.78	$	11.60	$	19.08	$	23.15	Diluted earnings per share attributable to Lithia Motors, Inc.	$	9.46	$	11.92	$	28.54	$	35.10

The effect of antidilutive securities on common stock was evaluated for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023, and 2022 and was determined to be immaterial.

NOTE 13. SEGMENTS

We operate in two reportable segments: Vehicle Operations and Financing Operations. Our Vehicle Operations consists of all aspects of our auto merchandising and service operations, excluding financing provided by our Financing Operations. Our Financing Operations segment provides financing to customers buying and leasing retail vehicles from our Vehicle Operations.

All other remaining unallocated corporate overhead expenses and internal charges are reported under “Corporate and Other”. Asset information by segment is not utilized for purposes of assessing performance or allocating resources and, as a result, such information has not been presented.

NOTES TO FINANCIAL STATEMENTS

Certain financial information on a segment basis is as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	(in millions)	2023		2022		2023		2022		(in millions)	2023		2022		2023		2022
Vehicle operations revenue	Vehicle operations revenue	$	8,111.5	$	7,240.1	$	15,091.0	$	13,945.4	Vehicle operations revenue	$	8,277.0	$	7,295.7	$	23,368.0	$	21,241.3

Vehicle operations gross profit	Vehicle operations gross profit	1,385.1		1,350.7		2,596.3		2,628.9		Vehicle operations gross profit	1,371.3		1,314.2		3,968.2		3,943.3
Floor plan interest expense	Floor plan interest expense	(34.7)		(3.8)		(62.3)		(8.7)		Floor plan interest expense	(40.2)		(10.7)		(102.6)		(19.4)
Vehicle operations selling, general and administrative	Vehicle operations selling, general and administrative	(848.4)		(839.9)		(1,671.5)		(1,630.8)		Vehicle operations selling, general and administrative	(915.5)		(841.6)		(2,587.6)		(2,472.4)
Vehicle operations income	Vehicle operations income	502.0		507.0		862.5		989.4		Vehicle operations income	415.6		461.9		1,278.1		1,451.5

Financing operations interest margin:	Financing operations interest margin:									Financing operations interest margin:
Interest, fee, and lease income	Interest, fee, and lease income	64.0		27.0		117.9		49.4		Interest, fee, and lease income	72.4		32.8		190.3		82.2
Interest expense	Interest expense	(45.6)		(6.1)		(83.1)		(10.0)		Interest expense	(42.5)		(13.3)		(125.5)		(23.3)
Total interest margin	Total interest margin	18.4		20.9		34.8		39.4		Total interest margin	29.9		19.5		64.8		58.9
Selling, general and administrative	Selling, general and administrative	(9.3)		(7.4)		(17.9)		(14.5)		Selling, general and administrative	(9.2)		(8.1)		(27.3)		(22.6)
Total pre-provision income	Total pre-provision income	9.1		13.5		16.9		24.9		Total pre-provision income	20.6		11.4		37.5		36.3
Provision expense	Provision expense	(25.8)		(7.3)		(52.0)		(11.0)		Provision expense	(23.1)		(14.5)		(75.0)		(25.5)
Depreciation and amortization	Depreciation and amortization	(2.0)		(2.9)		(4.4)		(5.6)		Depreciation and amortization	(2.0)		(1.5)		(6.3)		(7.1)
Financing operations (loss) income	Financing operations (loss) income	(18.7)		3.3		(39.5)		8.3		Financing operations (loss) income	(4.4)		(4.6)		(43.8)		3.7

Total segment income for reportable segments	Total segment income for reportable segments	483.3		510.4		823.0		997.8		Total segment income for reportable segments	411.2		457.3		1,234.2		1,455.1

Corporate and other	Corporate and other	6.2		42.9		64.9		93.6		Corporate and other	64.7		87.4		129.5		181.1
Depreciation and amortization	Depreciation and amortization	(48.4)		(38.0)		(95.6)		(74.6)		Depreciation and amortization	(50.8)		(40.5)		(146.4)		(115.0)
Other interest expense	Other interest expense	(43.9)		(28.3)		(83.0)		(54.5)		Other interest expense	(58.5)		(36.3)		(141.5)		(90.8)
Other income (expense), net	Other income (expense), net	9.8		(18.8)		12.0		(24.3)		Other income (expense), net	(5.3)		(12.2)		6.8		(36.6)
Income before income taxes	Income before income taxes	$	407.0	$	468.2	$	721.3	$	938.0	Income before income taxes	$	361.3	$	455.7	$	1,082.6	$	1,393.9

NOTE 14. RECENT ACCOUNTING PRONOUNCEMENTS

In March 2022, the FASB issued an accounting pronouncement (ASU 2022-02) related to troubled debt restructurings (“TDRs”) and vintage disclosures for financing receivables. We adopted this pronouncement and made the necessary updates to our vintage disclosures for the interim period beginning January 1, 2023, and, aside from these disclosure changes, the amendments did not have a material effect on our financial statements.

NOTES TO FINANCIAL STATEMENTS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements and Risk Factors

Certain statements under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and elsewhere in this Form 10-Q constitute forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Generally, you can identify forward-looking statements by terms such as “project,” “outlook,” “target,” “may,” “will,” “would,” “should,” “seek,” “expect,” “plan,” “intend,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “likely,” “goal,” “strategy,” “future,” “maintain,” and “continue” or the negative of these terms or other comparable terms. Examples of forward-looking statements in this Form 10-Q include, among others, statements we make regarding:

•Future market conditions, including anticipated car and other sales levels and the supply of inventory

•Our business strategy and plans, including our achieving our 2025 Plan and related targets

•The growth, expansion, make-up and success of our network, including our finding accretive acquisitions and acquiring additional stores

•Annualized revenues from acquired stores

•The growth and performance of our Driveway e-commerce home solution and Driveway Finance Corporation (DFC), their synergies and other impacts on our business and our ability to meet Driveway and DFC-related targets

•The impact of sustainable vehicles and other market and regulatory changes on our business

•Our capital allocations and uses and levels of capital expenditures in the future

•Expected operating results, such as improved store performance, continued improvement of selling, general and administrative expenses (SG&A) as a percentage of gross profit and any projections

•Our anticipated financial condition and liquidity, including from our cash and the future availability of our credit facilities, unfinanced real estate and other financing sources

•Our continuing to purchase shares under our share repurchase program

•Our compliance with financial and restrictive covenants in our credit facilities and other debt agreements

•Our programs and initiatives for employee recruitment, training, and retention

•Our strategies and targets for customer retention, growth, market position, operations, financial results and risk management

The forward-looking statements contained in this Form 10-Q involve known and unknown risks, uncertainties and situations that may cause our actual results to materially differ from the results expressed or implied by these statements. Certain important factors that could cause actual results to differ from our expectations are discussed in the Risk Factors section of our 2022 Annual Report on Form 10-K, as supplemented and amended from time to time in Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (SEC).

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. You should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. We assume no obligation to update or revise any forward-looking statement.

Overview

Lithia and Driveway (LAD) is ~~a growth company focused on profitably consolidating~~ one of the largest ~~sectors,~~global automotive ~~retail. We offer a wide selection~~retailers providing an array of ~~vehicles across global carmakers~~products and ~~providing a full suite of financing, leasing, repair, and maintenance options. Purchasing and owning a~~services throughout the vehicle ~~is easy~~ownership lifecycle. Convenient and hassle-free ~~with convenient solutions~~experiences are offered through our comprehensive network of physical locations, e-commerce platforms, ~~and~~ captive finance ~~division.~~solutions and other synergistic adjacencies. We ~~deliver~~have delivered consistent profitable growth ~~through consolidation~~ in a massive and unconsolidated industry. Our highly diversified and competitively differentiated design provides us the ~~automotive retail sector~~flexibility and ~~modernizing the retail experience~~scale to bepursue our vision to modernize personal transportation solutions wherever, whenever and however ~~our~~ consumers desire. As of ~~June~~September 30, 2023, we operated 345 locations representing 4647 brands in three countries.

We offer a wide array of products and services fulfilling the entire vehicle ownership lifecycle including new and used vehicles, financing and insurance products and automotive repair and maintenance. We strive for diversification in our products, services, brands and geographic locations to reduce dependence on any one manufacturer, reduce susceptibility to changing consumer preferences, manage market risk and maintain profitability. Our diversification, along with our operating structure, provides a resilient and nimble business model.

MANAGEMENT’S DISCUSSION AND ANALYSIS

We seek to provide customers with a seamless, blended online and physical retail experience, broad selection and access to specialized expertise and knowledge. Our comprehensive network enables us to provide convenient touch points for customers and provides services throughout the vehicle life cycle. We seek to increase market share and optimize profitability by focusing on the consumer experience and applying proprietary performance measurement systems fueled by data science. Our Driveway and GreenCars brands compliment our in-store experiences in the United States and provide convenient, simple and transparent platforms that serve as our e-commerce home solutions and allow us to deliver differentiated, proprietary digital experiences. Enhancing our business with Driveway Finance Corporation (DFC), our captive auto finance division, allows us to provide financing solutions for customers and diversify our business model with an adjacent product.

Our long-term strategy to create value for our customers, employees and shareholders includes the following elements:

Driving operational excellence, innovation and diversification

LAD builds magnetic brand loyalty with our 345 locations and with Driveway, our e-commerce home delivery experience, and GreenCars, our electric vehicle learning resource and marketplace. Operational excellence is achieved by focusing the business on convenient and transparent consumer experiences supported by proprietary data science to improve market share, consumer loyalty, and profitability. By promoting an entrepreneurial model with our in-store experiences, we build strong businesses responsive to each of our local markets. Utilizing performance-based action plans, we develop high-performing teams and foster manufacturer relationships.

In response to evolving consumer preferences, we invest in modernization that supports and expands our core business. These digital strategies combine our experienced, knowledgeable workforce with our owned inventory and physical network of stores, enabling us to be agile and adapt to consumer preferences and market specific conditions. Additionally, we systematically explore transformative adjacencies, which are identified to be synergistic and complementary to our existing business such as DFC.

Our investments in modernization are well under way and are taking hold with our teams as they provide digital shopping experiences including finance, contactless test drives and home delivery or curbside pickup for vehicle purchases. Our people and these solutions power our national brands, overlaying our physical footprint in a way that we believe attracts a larger population of digital consumers seeking transparent, empowered, flexible and simple buying and servicing experiences.

Our performance-based culture is geared toward an incentive-based compensation structure for a majority of our personnel. We develop pay plans that are measured based upon various factors such as customer satisfaction, profitability and individual performance metrics. These plans serve to reward team members for creating customer loyalty, achieving store potential, developing high-performing talent, meeting and exceeding manufacturer requirements and living our core values.

We have centralized many administrative functions to drive efficiencies and streamline store-level operations. The reduction of administrative functions at our stores allows our local managers to focus on customer-facing opportunities to increase revenues and gross profit. Our operations are supported by regional and corporate management, as well as dedicated training and personnel development programs which allow us to share best practices across our network and develop management talent.

Growth through acquisition and network optimization

Our acquisition growth strategy has been successful both financially and culturally. Our disciplined approach focuses on acquiring new vehicle franchises, which operate in markets ranging from mid-sized regional markets to metropolitan markets. Acquisition of these businesses increases our proximity to consumers. While we target an annual after tax return of more than 15% for our acquisitions, we have averaged over a 25% return by the third year of ownership due to a disciplined approach focusing on accretive, cash flow positive targets at reasonable valuations. In addition to being financially accretive, acquisitions aim to drive network growth that improves our ability to serve customers through vast selection, greater density and access to customers and ability to leverage national branding and advertising.

As we focus on expanding our physical network of stores, one of the criteria we evaluate is a valuation multiple between 3x to 7x of investment in intangibles to estimated annualized adjusted EBITDA, with various factors

MANAGEMENT’S DISCUSSION AND ANALYSIS

including location, ability to expand our network and talent considered in determining value. We also target an investment in intangibles as a percentage of annualized revenues in the range of 15% to 30%.

We regularly optimize and balance our network through strategic divestitures to ensure continued high performance. We believe our disciplined approach provides us with attractive acquisition opportunities and expanded coast-to-coast coverage.

Thoughtful capital allocation

We manage our liquidity and available cash to support our long-term plan focused on growth through acquisitions and investments in our existing business, technology and adjacencies that expand and diversify our business model. Our free cash flow deployment strategy targets an allocation of 65% investment in acquisitions, 25% investment in capital expenditures, innovation, and diversification and 10% in shareholder return in the form of dividends and share repurchases. During 2023, we utilized ~~$97.1~~$163.7 million for capital expenditures investing in our existing business and paid ~~$25.4~~$39.1 million in dividends. As of ~~June~~September 30, 2023, we had available liquidity of approximately ~~$1.0~~$1.4 billion, which was comprised of ~~$88.7~~$146.9 million in unrestricted cash and ~~$933.3 million~~$1.3 billion availability on our credit facilities. In addition, our unfinanced real estate could provide additional liquidity of approximately ~~$0.5~~$0.4 billion.

Financial Performance

We experienced growth of revenue in 2023 compared to 2022, primarily driven by increases in volume related to acquisitions, complemented by organic growth in new vehicle retail sales and service, body and parts sales. Gross profit on new and used vehicle retail sales declined compared to 2022 due to continued normalization of margins.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Vehicle Operations

Key performance metrics for revenue and gross profit were as follows:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
($ in millions, except per unit values)	($ in millions, except per unit values)	2023			2022			Change		2023			2022			Change		($ in millions, except per unit values)	2023			2022			Change		2023			2022			Change
Revenues	Revenues																	Revenues
New vehicle retail	New vehicle retail	$	4,014.7		$	3,250.7		23.5	%	$	7,293.6		$	6,312.4		15.5	%	New vehicle retail	$	3,885.8		$	3,306.9		17.5	%	$	11,179.5		$	9,619.4		16.2	%
Used vehicle retail	Used vehicle retail	2,455.1			2,496.7			(1.7)		4,682.6			4,731.2			(1.0)		Used vehicle retail	2,620.2			2,465.8			6.3		7,302.8			7,197.0			1.5

Finance and insurance	Finance and insurance	337.9			330.4			2.3		656.2			643.7			1.9		Finance and insurance	349.4			333.3			4.8		1,005.6			977.0			2.9
Service, body and parts	Service, body and parts	804.4			682.6			17.8		1,540.8			1,310.4			17.6		Service, body and parts	838.0			712.2			17.7		2,378.8			2,022.6			17.6

Total revenues	Total revenues	8,111.5			7,240.1			12.0		15,091.0			13,945.4			8.2		Total revenues	8,277.0			7,295.7			13.5		23,368.0			21,241.3			10.0

Gross profit	Gross profit																	Gross profit
New vehicle retail	New vehicle retail	$	387.2		$	410.4		(5.7)	%	$	721.0		$	811.7		(11.2)	%	New vehicle retail	$	358.9		$	403.7		(11.1)	%	$	1,079.9		$	1,215.5		(11.2)	%
Used vehicle retail	Used vehicle retail	212.7			238.3			(10.7)		378.3			462.1			(18.1)		Used vehicle retail	189.0			201.3			(6.1)		567.4			663.4			(14.5)

Finance and insurance	Finance and insurance	337.9			330.4			2.3		656.2			643.7			1.9		Finance and insurance	349.4			333.3			4.8		1,005.6			977.0			2.9
Service, body and parts	Service, body and parts	443.9			363.5			22.1		838.3			692.5			21.1		Service, body and parts	462.8			384.2			20.5		1,301.1			1,076.7			20.8

Total gross profit	Total gross profit	1,385.1			1,350.7			2.5		2,596.3			2,628.9			(1.2)		Total gross profit	1,371.3			1,314.2			4.3		3,968.2			3,943.3			0.6

Gross profit margins	Gross profit margins																	Gross profit margins
New vehicle retail	New vehicle retail	9.6		%	12.6		%	(300)	bps	9.9		%	12.9		%	(300)	bps	New vehicle retail	9.2		%	12.2		%	(300)	bps	9.7		%	12.6		%	(290)	bps
Used vehicle retail	Used vehicle retail	8.7			9.5			(80)		8.1			9.8			(170)		Used vehicle retail	7.2			8.2			(100)		7.8			9.2			(140)

Finance and insurance	Finance and insurance	100.0			100.0			—		100.0			100.0			—		Finance and insurance	100.0			100.0			—		100.0			100.0			—
Service, body and parts	Service, body and parts	55.2			53.3			190		54.4			52.9			150		Service, body and parts	55.2			54.0			120		54.7			53.2			150

Total gross profit margin	Total gross profit margin	17.1			18.7			(160)		17.2			18.9			(170)		Total gross profit margin	16.6			18.0			(140)		17.0			18.6			(160)

Retail units sold	Retail units sold																	Retail units sold
New vehicles	New vehicles	83,539			68,752			21.5	%	151,334			133,694			13.2	%	New vehicles	82,188			69,573			18.1	%	233,521			203,437			14.8	%
Used vehicles	Used vehicles	80,573			81,026			(0.6)		158,715			154,715			2.6		Used vehicles	88,625			81,173			9.2		247,340			235,930			4.8

Average selling price per retail unit	Average selling price per retail unit																	Average selling price per retail unit
New vehicles	New vehicles	$	48,058		$	47,281		1.6	%	$	48,195		$	47,216		2.1	%	New vehicles	$	47,279		$	47,531		(0.5)	%	$	47,874		$	47,284		1.2	%
Used vehicles	Used vehicles	30,471			30,814			(1.1)		29,503			30,580			(3.5)		Used vehicles	29,565			30,377			(2.7)		29,525			30,505			(3.2)

Average gross profit per retail unit	Average gross profit per retail unit																	Average gross profit per retail unit
New vehicles	New vehicles	$	4,635		$	5,970		(22.4)	%	$	4,764		$	6,071		(21.5)	%	New vehicles	$	4,367		$	5,803		(24.7)	%	$	4,624		$	5,975		(22.6)	%
Used vehicles	Used vehicles	2,640			2,942			(10.3)		2,384			2,987			(20.2)		Used vehicles	2,132			2,479			(14.0)		2,294			2,812			(18.4)
Finance and insurance	Finance and insurance	2,059			2,206			(6.7)		2,117			2,232			(5.2)		Finance and insurance	2,045			2,211			(7.5)		2,091			2,224			(6.0)
Total vehicle 1	Total vehicle 1	5,710			6,563			(13.0)		5,651			6,689			(15.5)		Total vehicle 1	5,218			6,148			(15.1)		5,497			6,500			(15.4)

1Includes the sales and gross profit related to new, used retail, used wholesale and finance and insurance and unit sales for new and used retail.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Same Store Operating Data

We believe that same store comparisons are an important indicator of our financial performance. Same store measures demonstrate our ability to grow revenues in our existing locations. As a result, same store measures have been integrated into the discussion below.

Same store measures reflect results for stores that were operating in each comparison period and only include the months when operations occurred in both periods. For example, a store acquired in ~~May~~August 2022 would be included in same store operating data beginning in ~~June~~September 2023, after its first full complete comparable month of operation. The ~~second~~third quarter operating results for the same store comparisons would include results for that store in only the month of ~~June~~September for both comparable periods.


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
($ in millions, except per unit values)	($ in millions, except per unit values)	2023			2022			Change		2023			2022			Change		($ in millions, except per unit values)	2023			2022			Change		2023			2022			Change
Revenues	Revenues																	Revenues
New vehicle retail	New vehicle retail	$	3,402.8		$	3,178.8		7.0	%	$	6,299.0		$	6,169.0		2.1	%	New vehicle retail	$	3,403.7		$	3,226.2		5.5	%	$	9,672.4		$	9,370.7		3.2	%
Used vehicle retail	Used vehicle retail	2,061.8			2,447.9			(15.8)		4,048.1			4,629.0			(12.5)		Used vehicle retail	2,215.6			2,410.3			(8.1)		6,237.0			7,012.3			(11.1)
Finance and insurance	Finance and insurance	300.6			322.8			(6.9)		584.6			628.0			(6.9)		Finance and insurance	315.0			325.9			(3.3)		897.0			951.3			(5.7)
Service, body and parts	Service, body and parts	702.0			663.3			5.8		1,369.2			1,273.3			7.5		Service, body and parts	720.8			691.2			4.3		2,082.7			1,956.9			6.4
Total revenues	Total revenues	6,869.4			7,077.8			(2.9)		13,074.8			13,619.2			(4.0)		Total revenues	7,045.6			7,122.8			(1.1)		20,052.1			20,679.1			(3.0)

Gross profit	Gross profit																	Gross profit
New vehicle retail	New vehicle retail	$	327.5		$	401.6		(18.5)	%	$	622.4		$	793.6		(21.6)	%	New vehicle retail	$	306.6		$	394.4		(22.3)	%	$	927.0		$	1,185.5		(21.8)	%
Used vehicle retail	Used vehicle retail	176.7			234.4			(24.6)		324.9			452.3			(28.2)		Used vehicle retail	158.7			195.4			(18.8)		480.4			643.2			(25.3)
Finance and insurance	Finance and insurance	300.6			322.8			(6.9)		584.6			628.0			(6.9)		Finance and insurance	315.0			325.9			(3.3)		897.0			951.3			(5.7)
Service, body and parts	Service, body and parts	385.4			353.9			8.9		739.8			674.0			9.8		Service, body and parts	398.8			374.0			6.6		1,135.3			1,044.5			8.7
Total gross profit	Total gross profit	1,193.1			1,320.3			(9.6)		2,273.4			2,566.1			(11.4)		Total gross profit	1,176.3			1,281.0			(8.2)		3,438.7			3,834.0			(10.3)

Gross profit margins	Gross profit margins																	Gross profit margins
New vehicle retail	New vehicle retail	9.6		%	12.6		%	(300)	bps	9.9		%	12.9		%	(300)	bps	New vehicle retail	9.0		%	12.2		%	(320)	bps	9.6		%	12.7		%	(310)	bps
Used vehicle retail	Used vehicle retail	8.6			9.6			(100)		8.0			9.8			(180)		Used vehicle retail	7.2			8.1			(90)		7.7			9.2			(150)
Finance and insurance	Finance and insurance	100.0			100.0			—		100.0			100.0			—		Finance and insurance	100.0			100.0			—		100.0			100.0			—
Service, body and parts	Service, body and parts	54.9			53.4			150		54.0			52.9			110		Service, body and parts	55.3			54.1			120		54.5			53.4			110
Total gross profit margin	Total gross profit margin	17.4			18.7			(130)		17.4			18.8			(140)		Total gross profit margin	16.7			18.0			(130)		17.1			18.5			(140)

Retail units sold	Retail units sold																	Retail units sold
New vehicles	New vehicles	69,473			67,069			3.6	%	128,817			130,359			(1.2)	%	New vehicles	71,169			67,776			5.0	%	199,430			197,812			0.8	%
Used vehicles	Used vehicles	70,080			79,293			(11.6)		140,058			151,026			(7.3)		Used vehicles	77,434			79,124			(2.1)		216,487			229,183			(5.5)

Average selling price per retail unit	Average selling price per retail unit																	Average selling price per retail unit
New vehicles	New vehicles	$	48,980		$	47,396		3.3	%	$	48,898		$	47,324		3.3	%	New vehicles	$	47,825		$	47,601		0.5	%	$	48,500		$	47,372		2.4	%
Used vehicles	Used vehicles	29,421			30,872			(4.7)		28,903			30,650			(5.7)		Used vehicles	28,613			30,463			(6.1)		28,810			30,597			(5.8)

Average gross profit per retail unit	Average gross profit per retail unit																	Average gross profit per retail unit
New vehicles	New vehicles	$	4,714		$	5,987		(21.3)	%	$	4,832		$	6,088		(20.6)	%	New vehicles	$	4,308		$	5,818		(26.0)	%	$	4,648		$	5,993		(22.4)	%
Used vehicles	Used vehicles	2,521			2,957			(14.7)		2,320			2,995			(22.5)		Used vehicles	2,049			2,469			(17.0)		2,219			2,807			(20.9)
Finance and insurance	Finance and insurance	2,154			2,206			(2.4)		2,174			2,232			(2.6)		Finance and insurance	2,120			2,218			(4.4)		2,157			2,228			(3.2)
Total vehicle 1	Total vehicle 1	5,761			6,577			(12.4)		5,683			6,702			(15.2)		Total vehicle 1	5,208			6,155			(15.4)		5,516			6,511			(15.3)

1Includes the sales and gross profit related to new, used retail, used wholesale and finance and insurance and unit sales for new and used retail.

New Vehicles

We believe that our new vehicle sales create incremental profit opportunities through certain manufacturer incentive programs, arranging of third-party financing, vehicle service and insurance contracts, future resale of used vehicles acquired through trade-in, and parts and service work. Our leaders in each market continue to adapt to changing conditions, respond to customer needs and manage inventory availability and selection.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Q3 2023 vs. Q2Q3 2022

New vehicles revenue for the three months ended ~~June~~September 30, 2023 increased ~~23.5 %~~17.5% compared to the same period of 2022, driven by acquisition activity and improvements in same store performance. Same store new vehicle revenue increased ~~7.0%~~5.5% primarily due to an increase in unit volume of ~~3.6%~~5.0% and an increase in average selling prices of ~~3.3%~~0.5%.

Same store new vehicle gross profit per unit decreased ~~21.3%~~26.0%, ~~decreasing~~driven by a decrease in new vehicle gross profit margins ~~300~~of 320 bps. Total same store new vehicle gross profit per unit, which includes the finance and insurance revenue generated from the sales of new vehicles, decreased ~~$1,214~~$1,487 to ~~$7,087.~~$6,678.

YTD 2023 vs. YTD 2022

New vehicles revenue for the ~~six~~nine months ended ~~June~~September 30, 2023 increased ~~15.5%~~16.2% compared to the same period of 2022 primarily due to acquisition activity. Same store new vehicle revenue increased ~~2.1%~~3.2% due to an increase in average selling prices of ~~3.3%, partially offset by a decrease~~2.4% and an increase in unit volume of ~~1.2%~~0.8%.

Same store new vehicle gross profit per unit decreased ~~20.6%~~22.4%, ~~decreasing~~driven by a decrease in new vehicle gross profit margins ~~300~~of 310 bps. Total same store new vehicle gross profit per unit, which includes the finance and insurance revenue generated from the sales of new vehicles, decreased ~~$1,151~~$1,265 to ~~$7,280.~~$7,071.

Used Vehicles

Used vehicle retail sales are a strategic focus for organic growth. We offer three categories of used vehicles: manufacturer certified pre-owned (CPO) vehicles; core vehicles, or late-model vehicles with lower mileage; and value autos, or vehicles with over 80,000 miles. We continue to focus on procuring vehicles across the full spectrum of the addressable used vehicle market to provide customers with a wide selection meeting all levels of affordability, driving increased used vehicle unit volumes. Our used vehicle operations provide an opportunity to generate sales to customers unable or unwilling to purchase a new vehicle, sell brands other than the store’s new vehicle franchise(s) and increase sales from finance and insurance and parts and service.

We have established a company-wide target of achieving a per store average of 100 used retail units per month. Strategies to achieve this target include reducing wholesale sales and selling the full spectrum of used units, from late model CPO models to vehicles up to twenty years old. For the trailing twelve months ended ~~June~~September 30, 2023, our stores sold an average of 8684 used vehicles per store per month.

Q2Q3 2023 vs. Q2Q3 2022

Used vehicle revenue for the three months ended ~~June~~September 30, 2023 ~~decreased 1.7%~~increased 6.3% compared to the same period of 2022 ~~due to decreases in average selling prices and unit volume, partially offset~~driven by acquisition activity. On a same store basis, used vehicle ~~sales~~revenue decreased ~~15.8%~~8.1% due to a decrease in unit volume of ~~11.6%~~2.1% and a decrease in average selling prices of ~~4.7%~~6.1%. Volume decreases were driven by decreasing volumes associated with core vehicles. Total same store used vehicle gross profit per unit, which includes the finance and insurance revenue generated from the sales of retail used vehicles, decreased ~~$619~~$637 to ~~$4,452.~~$3,940.

YTD 2023 vs. YTD 2022

Used vehicle revenue for the ~~six~~nine months ended ~~June~~September 30, 2023 ~~decreased 1.0%~~increased 1.5% compared to the same period of 2022 ~~due to decreases in average selling prices, partially offset~~driven by acquisition activity. On a same store basis, used vehicle sales decreased ~~12.5%~~11.1% due to a decrease in unit volume of ~~7.3%~~5.5% and a decrease in average selling prices of ~~5.7%~~5.8%. Volume decreases were driven by decreasing volumes associated with core vehicles. Total same store used vehicle gross profit per unit, which includes the finance and insurance revenue generated from the sales of retail used vehicles, decreased ~~$891~~$804 to ~~$4,240.~~$4,131.

Finance and Insurance

We believe that arranging vehicle financing is an important part of our ability to sell vehicles, and we attempt to arrange financing for every vehicle we sell. We also offer related products such as extended warranties, insurance contracts and vehicle and theft protection which drive continued engagement with the consumer throughout the ownership lifecycle.

~~Q2 2023 vs. Q2 2022~~

Total finance and insurance income increased 2.3% in the three months ended June 30, 2023 compared to the same period of 2022, driven by acquisition activity. Same store finance and insurance revenues decreased 6.9%.

MANAGEMENT’S DISCUSSION AND ANALYSIS

~~Revenue decreases were~~Q3 2023 vs. Q3 2022

Total finance and insurance income increased 4.8% in the three months ended September 30, 2023 compared to the same period of 2022, driven by acquisition activity. Same store finance and insurance revenues decreased 3.3%, driven by a decline in finance reserve revenues as we increase our penetration rates associated with Financing Operations and the growth of our captive auto loan and lease portfolio businesses. On a same store basis, our finance and insurance revenue per retail unit decreased ~~$52~~$98 to ~~$2,154.~~$2,120.

YTD 2023 vs. YTD 2022

Total finance and insurance income increased ~~1.9%~~2.9% in the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same period of 2022, driven by acquisition activity. Same store finance and insurance revenues decreased ~~6.9%. Revenue decreases were highlighted~~5.7%, driven by a decline in finance reserve revenues as we increase our penetration rates associated with Financing Operations and the growth of our captive auto loan and lease portfolio businesses, partially offset by revenue increases associated with service contracts. On a same store basis, our finance and insurance revenue per retail unit decreased ~~$57~~$71 to ~~$2,174.~~$2,157.

Service, body and parts

We provide automotive repair and maintenance services for customers for the new vehicle brands sold by our stores, as well as service and repairs for most other makes and models. These after sales services are an integral part of our customer retention and the largest contributor to our overall profitability. Earnings from after sales continue to prove to be more resilient during economic downturns, when owners tend to repair their existing vehicles rather than buy new vehicles.

Q2Q3 2023 vs. Q2Q3 2022

Our service, body, and parts revenue increased ~~17.8%~~17.7% in the three months ended ~~June~~September 30, 2023 compared to the same period of 2022, driven by acquisitions, as well as an increase in customer pay revenues. We believe the increased number of units in operation will continue to benefit our service, body and parts revenue in the coming years as more late-model vehicles age, necessitating repairs and maintenance.

We focus on retaining customers by offering competitively-priced routine maintenance and through our marketing efforts. The largest contribution to our service, body and parts revenue was same store customer pay revenue of ~~$400.1~~$405.3 million.

Same store service, body and parts gross profit increased ~~8.9%~~6.6%. This increase was primarily due to increased volumes of customer pay transactions. Overall same store service, body, and parts gross margins increased ~~150~~120 bps, primarily as a result of our mix continuing to shift towards customer pay, which has higher margins than other service work. Same store customer pay gross margin increased ~~140~~160 bps.

YTD 2023 vs. YTD 2022

Our service, body, and parts revenue increased 17.6% in the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same period of 2022, driven by acquisitions, as well as an increase in customer pay revenues. Same store customer pay revenues was the largest contribution to our service, body and parts revenue at ~~$769.1 million.~~$1.2 billion.

Same store service, body and parts gross profit increased ~~9.8%~~8.7%. This increase was primarily due to increased volumes of customer pay transactions. Overall same store service, body, and parts gross margins increased 110 bps, primarily as a result of our mix continuing to shift towards customer pay, which has higher margins than other service work. Same store customer pay gross margin increased ~~110~~120 bps.

Financing Operations

Financing Operations offers loans and leases to consumers across the full credit spectrum for both new and used vehicles through two entities, DFC and Pfaff Leasing. DFC is a captive lender, originating loans only from stores in the United States and Driveway. Pfaff Leasing originates loans and leases from both our Canadian stores and third-party dealerships. Our stores do not exclusively finance vehicles through DFC or Pfaff Leasing, rather originations are earned on a competitive basis with other lenders. We target growing penetration to 15% of retail units we sell by 2025.

Financing Operations income reflects the interest, fee, and lease income generated by DFC and Pfaff Leasing’s portfolio of auto loan and lease receivables less the interest expenses associated with the debt utilized to fund the ~~lending, a provision for estimated loan and lease losses that include the effect of net charge-offs, depreciation on vehicles leased via operating leases and directly-related expenses.~~

MANAGEMENT’S DISCUSSION AND ANALYSIS

lending, a provision for estimated loan and lease losses that include the effect of net charge-offs, depreciation on vehicles leased via operating leases and directly-related expenses.

Selected Financing Operations Financial Information


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	($ in millions)	2023		% (1)	2022		% (1)	2023		% 1	2022		% 1	($ in millions)	2023		% (1)	2022		% (1)	2023		% 1	2022		% 1
Interest margin:	Interest margin:													Interest margin:
Interest, fee, and lease income	Interest, fee, and lease income	$	64.0	9.1	$	27.0	8.9	$	117.9	9.1	$	49.4	8.9	Interest, fee, and lease income	$	72.4	9.3	$	32.8	8.0	$	190.3	9.3	$	82.2	8.3
Interest expense	Interest expense	(45.6)		(6.5)	(6.1)		(2.0)	(83.1)		(6.4)	(10.0)		(1.8)	Interest expense	(42.5)		(5.4)	(13.3)		(3.3)	(125.5)		(6.1)	(23.3)		(2.4)
Total interest margin	Total interest margin	$	18.4	2.6	$	20.9	6.9	$	34.8	2.7	$	39.4	7.1	Total interest margin	$	29.9	3.8	$	19.5	4.8	$	64.8	3.2	$	58.9	5.9

Provision expense	Provision expense	$	(25.8)	(3.7)	$	(7.3)	(2.4)	$	(52.0)	(4.0)	$	(11.0)	(2.0)	Provision expense	$	(23.1)	(3.0)	$	(14.5)	(3.6)	$	(75.0)	(3.7)	$	(25.5)	(2.6)

Financing operations income (loss)	Financing operations income (loss)	$	(18.7)	(2.7)	$	3.3	1.1	$	(39.5)	(3.0)	$	8.3	1.5	Financing operations income (loss)	$	(4.4)	(0.6)	$	(4.6)	(1.1)	$	(43.8)	(2.1)	$	3.7	0.4

Total average managed finance receivables	Total average managed finance receivables	$	2,823.3		$	1,223.9		$	2,618.2		$	1,120.3		Total average managed finance receivables	$	3,092.4		$	1,616.8		$	2,731.0		$	1,324.9

1Annualized percentage of total average managed finance receivables.

DFC Portfolio Information1


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	($ in millions)	2023			2022			2023			2022			($ in millions)	2023			2022			2023			2022
Loan origination information	Loan origination information													Loan origination information
Net loans originated	Net loans originated	$	558.4		$	482.9		$	1,187.5		$	777.4		Net loans originated	$	502.4		$	551.8		$	1,689.9		$	1,329.2
Vehicle units financed	Vehicle units financed	17,967			14,534			38,895			23,214			Vehicle units financed	16,784			17,152			55,679			40,366
Total penetration rate 2	Total penetration rate 2	12.1		%	10.0		%	13.5		%	8.2		%	Total penetration rate 2	9.7		%	11.4		%	11.5		%	9.2		%
Weighted average contract rate	Weighted average contract rate	9.5		%	7.0		%	9.2		%	7.3		%	Weighted average contract rate	10.0		%	7.6		%	9.5		%	7.4		%
Weighted average credit score 3	Weighted average credit score 3	730			718			730			708			Weighted average credit score 3	732			721			731			713
Weighted average FE LTV 4	Weighted average FE LTV 4	95.6		%	99.7		%	95.8		%	101.4		%	Weighted average FE LTV 4	95.1		%	98.9		%	95.6		%	100.4		%
Weighted average term (in months)	Weighted average term (in months)	73			73			73			73			Weighted average term (in months)	72			72			72			73

Loan performance information	Loan performance information													Loan performance information
Total ending managed receivables	Total ending managed receivables	$	2,810.6		$	1,294.4		$	2,810.6		$	1,294.4		Total ending managed receivables	$	3,037.5		$	1,687.1		$	3,037.5		$	1,687.1
Total average managed receivables	Total average managed receivables	$	2,663.3		$	1,111.3		$	2,460.0		$	1,009.6		Total average managed receivables	$	2,924.1		$	1,490.7		$	2,573.5		$	1,206.0
Allowance for loan losses	Allowance for loan losses	$	90.8		$	33.5		$	90.8		$	33.5		Allowance for loan losses	$	97.4		$	48.0		$	97.4		$	48.0
Allowance for loan losses as a percentage of ending managed receivables	Allowance for loan losses as a percentage of ending managed receivables	3.2		%	2.6		%	3.2		%	2.6		%	Allowance for loan losses as a percentage of ending managed receivables	3.2		%	2.8		%	3.2		%	2.8		%
Net credit losses on managed receivables	Net credit losses on managed receivables	13.1			6.0			26.5			12.0			Net credit losses on managed receivables	16.5			12.0			43.0			24.0
Annualized net credit losses as a percentage of total average managed receivables	Annualized net credit losses as a percentage of total average managed receivables	2.0		%	2.2		%	2.2		%	2.4		%	Annualized net credit losses as a percentage of total average managed receivables	2.3		%	3.2		%	2.2		%	2.7		%
Past due accounts as a percentage of ending managed receivables 5	Past due accounts as a percentage of ending managed receivables 5	4.1		%	4.8		%	4.1		%	4.8		%	Past due accounts as a percentage of ending managed receivables 5	4.1		%	6.0		%	4.1		%	6.0		%
Average recovery rate 6	Average recovery rate 6	54.2		%	67.4		%	54.5		%	67.5		%	Average recovery rate 6	47.8		%	61.3		%	52.2		%	64.9		%

1Excludes Pfaff Leasing, Priority, and legacy portfolios

2Units financed as a percentage of total new and used vehicle retail units sold.

3The credit scores represent FICO scores and reflect only receivables with obligors that have a FICO score at the time of application. For receivables with co-borrowers, the FICO score is the primary borrower’s. FICO scores are not a significant factor in our proprietary credit model, which relies on information from credit bureaus and other application information.

4Front-end loan-to-value represents the ratio of the amount financed to the total collateral value, which is measured as the vehicle selling price plus applicable taxes, title and fees.

5Past due means loans at least 3 months old that are 30 or more days delinquent

6The average recovery rate represents the average percentage of the outstanding principal balance we receive when a vehicle is repossessed and liquidated, generally at wholesale auctions.

Q2Q3 2023 vs. Q2Q3 2022

Financing operations ~~income (loss) decreased~~loss in the three months ended ~~June~~September 30, 2023 was flat compared to the same period of 2022 primarily due to the increased interest income resulting from the growth of the portfolio being offset by increased interest expense ~~increasing faster than increases in loan~~due to increased benchmark rates ~~to borrowers, compressing total interest margin to 2.6%~~ and ~~the significant~~portfolio growth in originations and an increase in the allowance for loan losses as a percentage of receivables driving higher provision expense.

Loan originations increased as we continue to grow and mature our portfolio. The weighted average contract rate of our DFC portfolio increased to 9.5% in three months ended June 30, 2023, compared with 7.0% in the same period of 2022, primarily due to increasing rates charged to borrowers. The decrease in past due accounts as a

MANAGEMENT’S DISCUSSION AND ANALYSIS

Loan originations increased as we continue to grow and mature our portfolio. The weighted average contract rate of loans originated in the three months ended September 30, 2023 increased to 10.0%, compared with 7.6% in the same period of 2022, primarily due to increasing rates charged to borrowers, which had a negative impact on our penetration rate. The decrease in past due accounts as a percentage of ending managed receivables for the three months ended ~~June~~September 30, 2023 compared to the same period of 2022 reflects ~~operational improvements and~~ the increased credit quality of our ~~portfolio.~~portfolio, along with continued operational improvements.

YTD 2023 vs. YTD 2022

Financing operations ~~income (loss) decreased~~loss increased in the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same period of 2022 primarily due to interest expense increasing faster than increases in loan rates to borrowers, compressing total interest margin to ~~2.7%~~3.2% and the significant growth in originations driving higher provision expense.

The weighted average contract rate ~~of our DFC portfolio~~on loans originated in the nine months ended September 30, 2023 increased to ~~9.2% in six months ended June 30, 2023,~~9.5%, compared with ~~7.3%~~7.4% in the same period of 2022. The decrease in past due accounts as a percentage of ending managed receivables for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same period of 2022 reflects ~~operational improvements and~~ the increased credit quality of our ~~portfolio.~~portfolio, along with continued operational improvements.

Operating Expenses

Selling, General and Administrative Expense (SG&A)

SG&A includes salaries and related personnel expenses, advertising (net of manufacturer cooperative advertising credits), rent, facility costs, and other general corporate expenses.

Q2Q3 2023 vs. Q2Q3 2022


		Three Months Ended June 30,				Increase (Decrease)					% Increase (Decrease)			Three Months Ended September 30,								Increase (Decrease)			% Increase (Decrease)
(in millions)	(in millions)	2023		2022				(in millions)		2023					2022
Personnel	Personnel	$	556.1	$	549.0			$	7.1					1.3		%	Personnel	$	563.9		$	532.4		$	31.5		5.9	%
Advertising	Advertising	61.9		67.0		(5.1)					(7.6)		Advertising	63.1					64.7			(1.6)			(2.5)
Rent	Rent	22.0		17.8		4.2					23.6		Rent	23.8					18.2			5.6			30.8
Facility costs1	Facility costs1	45.3		35.8		9.5					26.5		Facility costs1	47.4					39.4			8.0			20.3
Gain on sale of assets	Gain on sale of assets	(1.0)		(4.6)		3.6					NM		Gain on sale of assets	(23.1)					(36.3)			13.2			NM
Other	Other	157.9		131.9		26.0					19.7		Other	175.7					135.8			39.9			29.4
Total SG&A	Total SG&A	$	842.2	$	796.9	$	45.3				5.7	%	Total SG&A	$	850.8				$	754.2		$	96.6		12.8	%

1Includes variable lease costs related to the reimbursement of actual costs incurred by our lessors for common area maintenance, property taxes and insurance on leased property.

NM - not meaningful


		Three Months Ended June 30,				Increase (Decrease)			Three Months Ended September 30,				Increase (Decrease)
As a % of gross profit	As a % of gross profit	2023		2022				As a % of gross profit	2023		2022
Personnel	Personnel	40.2	%	40.6	%	(40)	bps	Personnel	41.1	%	40.5	%	60	bps
Advertising	Advertising	4.5		5.0		(50)		Advertising	4.6		4.9		(30)
Rent	Rent	1.6		1.3		30		Rent	1.7		1.4		30
Facility costs	Facility costs	3.3		2.7		60		Facility costs	3.5		3.0		50
Gain on sale of assets	Gain on sale of assets	(0.1)		(0.3)		20		Gain on sale of assets	(1.7)		(2.8)		110
Other	Other	11.3		9.7		160		Other	12.8		10.4		240
Total SG&A	Total SG&A	60.8	%	59.0	%	180	bps	Total SG&A	62.0	%	57.4	%	460	bps

SG&A as a percentage of gross profit was ~~60.8%~~62.0% for the three months ended ~~June~~September 30, 2023 compared to ~~59.0%~~57.4% for the same period of 2022. SG&A expense increased ~~5.7%~~12.8%, driven by increases in all areas except advertising, primarily as a result of our network expansion.

On a same store basis and excluding non-core charges, SG&A as a percentage of gross profit was ~~60.1%~~61.5% compared to ~~58.8%~~59.9% for the same period of 2022. The increase was primarily related to the decrease in gross profit exceeding the decrease in same store SG&A costs.

MANAGEMENT’S DISCUSSION AND ANALYSIS

YTD 2023 vs. YTD 2022


		Six Months Ended June 30,				Increase (Decrease)					% Increase (Decrease)			Nine Months Ended September 30,								Increase (Decrease)			% Increase (Decrease)
($ in millions)	($ in millions)	2023		2022				($ in millions)		2023					2022
Personnel	Personnel	$	1,065.4	$	1,063.5			$	1.9					0.2		%	Personnel	$	1,629.2		$	1,595.8		$	33.4		2.1	%
Advertising	Advertising	121.9		125.4		(3.5)					(2.8)		Advertising	185.0					190.1			(5.1)			(2.7)
Rent	Rent	40.7		35.4		5.3					15.0		Rent	64.5					53.6			10.9			20.3
Facility costs 1	Facility costs 1	86.5		71.6		14.9					20.8		Facility costs 1	133.9					111.0			22.9			20.6
Gain on sale of assets	Gain on sale of assets	(8.1)		(13.6)		5.5					NM		Gain on sale of assets	(31.2)					(49.9)			18.7			NM
Other	Other	300.2		254.8		45.4					17.8		Other	476.7					390.7			86.0			22.0
Total SG&A	Total SG&A	$	1,606.6	$	1,537.1	$	69.5				4.5	%	Total SG&A	$	2,458.1				$	2,291.3		$	166.8		7.3	%

1Includes variable lease costs related to the reimbursement of actual costs incurred by our lessors for common area maintenance, property taxes and insurance on leased property.

NM - not meaningful


		Six Months Ended June 30,				Increase (Decrease)			Nine Months Ended September 30,				Increase (Decrease)
As a % of gross profit	As a % of gross profit	2023		2022				As a % of gross profit	2023		2022
Personnel	Personnel	41.0	%	40.5	%	50	bps	Personnel	41.1	%	40.5	%	60	bps
Advertising	Advertising	4.7		4.8		(10)		Advertising	4.7		4.8		(10)
Rent	Rent	1.6		1.3		30		Rent	1.6		1.4		20
Facility costs	Facility costs	3.3		2.7		60		Facility costs	3.4		2.8		60
Gain on sale of assets	Gain on sale of assets	(0.3)		(0.5)		20		Gain on sale of assets	(0.8)		(1.3)		50
Other	Other	11.6		9.7		190		Other	11.9		9.9		200
Total SG&A	Total SG&A	61.9	%	58.5	%	340	bps	Total SG&A	61.9	%	58.1	%	380	bps

SG&A as a percentage of gross profit was 61.9% for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to ~~58.5%~~58.1% for the same period of 2022. Total SG&A expense increased ~~4.5%~~7.3%, driven by increases in all areas except advertising, primarily as a result of our network expansion.

On a same store basis and excluding non-core charges, SG&A as a percentage of gross profit was 61.6% compared to ~~58.4%~~58.9% for the same period of 2022. The increase was primarily related to the decrease in gross profit exceeding the decrease in same store SG&A costs.

SG&A expense adjusted for non-core charges was as follows:

Q2Q3 2023 vs. Q2Q3 2022


		Three Months Ended June 30,				Increase (Decrease)					% Increase (Decrease)			Three Months Ended September 30,								Increase (Decrease)			% Increase (Decrease)
(in millions)	(in millions)	2023		2022				(in millions)		2023					2022
Personnel	Personnel	$	556.1	$	549.0			$	7.1					1.3		%	Personnel	$	563.9		$	532.4		$	31.5		5.9	%
Advertising	Advertising	61.9		67.0		(5.1)					(7.6)		Advertising	63.1					64.7			(1.6)			(2.5)
Rent	Rent	22.0		17.8		4.2					23.6		Rent	23.8					18.2			5.6			30.8
Facility costs1	Facility costs1	45.3		35.8		9.5					26.5		Facility costs1	47.4					39.4			8.0			20.3
Adjusted (gain) loss on sale of assets	Adjusted (gain) loss on sale of assets	—		(1.5)		1.5					NM		Adjusted (gain) loss on sale of assets	—					0.2			(0.2)			NM
Adjusted other	Adjusted other	151.0		130.4		20.6					15.8		Adjusted other	162.1					133.8			28.3			21.2
Adjusted total SG&A	Adjusted total SG&A	$	836.3	$	798.5	$	37.8				4.7	%	Adjusted total SG&A	$	860.3				$	788.7		$	71.6		9.1	%

1Includes variable lease costs related to the reimbursement of actual costs incurred by our lessors for common area maintenance, property taxes and insurance on leased property.

NM - not meaningful

MANAGEMENT’S DISCUSSION AND ANALYSIS


		Three Months Ended June 30,				Increase (Decrease)			Three Months Ended September 30,				Increase (Decrease)
As a % of gross profit	As a % of gross profit	2023		2022				As a % of gross profit	2023		2022
Personnel	Personnel	40.2	%	40.6	%	(40)	bps	Personnel	41.1	%	40.5	%	60	bps
Advertising	Advertising	4.5		5.0		(50)		Advertising	4.6		4.9		(30)
Rent	Rent	1.6		1.3		30		Rent	1.7		1.4		30
Facility costs	Facility costs	3.3		2.7		60		Facility costs	3.5		3.0		50
Adjusted (gain) loss on sale of assets	Adjusted (gain) loss on sale of assets	—		(0.1)		10		Adjusted (gain) loss on sale of assets	—		—		—
Adjusted other	Adjusted other	10.8		9.6		120		Adjusted other	11.8		10.2		160
Adjusted total SG&A	Adjusted total SG&A	60.4	%	59.1	%	130	bps	Adjusted total SG&A	62.7	%	60.0	%	270	bps

Adjusted SG&A for the three months ended ~~June~~September 30, 2023 excludes ~~$4.5~~$4.8 million in acquisition-related expenses, ~~$2.4~~$4.6 million in storm insurance reserve charges, $4.2 million in one-time contract buyouts, and a ~~$1.0~~$23.1 million net gain on store disposals.

Adjusted SG&A for the three months ended ~~June~~September 30, 2022 excludes ~~$1.5~~$2.0 million in acquisition-related expenses and a ~~$3.1~~$36.5 million net gain on store disposals.

YTD 2023 vs. YTD 2022


		Six Months Ended June 30,				Increase (Decrease)					% Increase (Decrease)			Nine Months Ended September 30,								Increase (Decrease)			% Increase (Decrease)
($ in millions)	($ in millions)	2023		2022				($ in millions)		2023					2022
Personnel	Personnel	$	1,065.4	$	1,063.5			$	1.9					0.2		%	Personnel	$	1,629.2		$	1,595.8		$	33.4		2.1	%
Advertising	Advertising	121.9		125.4		(3.5)					(2.8)	%	Advertising	185.0					190.1			(5.1)			(2.7)	%
Rent	Rent	40.7		35.4		5.3					15.0	%	Rent	64.5					53.6			10.9			20.3	%
Facility costs1	Facility costs1	86.5		71.6		14.9					20.8	%	Facility costs1	133.9					111.0			22.9			20.6	%
Adjusted loss on sale of assets	Adjusted loss on sale of assets	0.1		(0.6)		0.7					NM		Adjusted loss on sale of assets	0.1					(0.3)			0.4			NM
Adjusted other	Adjusted other	281.9		246.8		35.1					14.2	%	Adjusted other	444.8					380.6			64.2			16.9	%
Adjusted total SG&A	Adjusted total SG&A	$	1,596.5	$	1,542.1	$	54.4				3.5	%	Adjusted total SG&A	$	2,457.5				$	2,330.8		$	126.7		5.4	%

1Includes variable lease costs related to the reimbursement of actual costs incurred by our lessors for common area maintenance, property taxes and insurance on leased property.

NM - not meaningful


		Six Months Ended June 30,				Increase (Decrease)			Nine Months Ended September 30,				Increase (Decrease)
As a % of gross profit	As a % of gross profit	2023		2022				As a % of gross profit	2023		2022
Personnel	Personnel	41.0	%	40.5	%	50	bps	Personnel	41.1	%	40.5	%	60	bps
Advertising	Advertising	4.7		4.8		(10)		Advertising	4.7		4.8		(10)
Rent	Rent	1.6		1.3		30		Rent	1.6		1.4		20
Facility costs	Facility costs	3.3		2.7		60		Facility costs	3.4		2.8		60
Adjusted gain on sale of assets	Adjusted gain on sale of assets	—		—		—		Adjusted gain on sale of assets	—		—		—
Adjusted other	Adjusted other	10.9		9.4		150		Adjusted other	11.1		9.6		150
Adjusted total SG&A	Adjusted total SG&A	61.5	%	58.7	%	280	bps	Adjusted total SG&A	61.9	%	59.1	%	280	bps

Adjusted SG&A for the ~~six~~nine months ended ~~June~~September 30, 2023 excludes ~~$10.1~~$14.4 million in one-time ~~vendor~~ contract buyouts, ~~$5.7~~$10.5 million in acquisition-related expenses, ~~$2.5~~$7.1 million in storm insurance reserve charges, and a ~~$8.2~~$31.4 million net gain on store disposals.

Adjusted SG&A for the ~~six~~nine months ended ~~June~~September 30, 2022 excludes ~~$8.1~~$10.1 million in acquisition-related expenses and a ~~$13.1~~$49.6 million net gain on store disposals.

Adjusted SG&A is a non-GAAP measure. See “Non-GAAP Reconciliations” for more details.

Floor Plan Interest Expense and Floor Plan Assistance

Floor plan assistance is provided by manufacturers to support store financing of new vehicle inventory and is recorded as a component of new vehicle gross profit when the specific vehicle is sold. However, because manufacturers provide this assistance to offset inventory carrying costs, we believe a comparison of floor plan interest expense to floor plan assistance is a useful measure of the efficiency of our new vehicle sales relative to stocking levels.

~~Shown below are the details for carrying costs for new vehicles net of floor plan assistance earned:~~

MANAGEMENT’S DISCUSSION AND ANALYSIS

Q2Shown below are the details for carrying costs for new vehicles net of floor plan assistance earned:

Q3 2023 vs. Q2Q3 2022


		Three Months Ended June 30,						%			Three Months Ended September 30,						%
(in millions)	(in millions)	2023		2022		Change		Change		(in millions)	2023		2022		Change		Change
Floor plan interest expense (new vehicles)	Floor plan interest expense (new vehicles)	$	34.7	$	3.8	$	30.9	813.2	%	Floor plan interest expense (new vehicles)	$	40.2	$	10.7	$	29.5	275.7	%
Floor plan assistance (included as an offset to cost of sales)	Floor plan assistance (included as an offset to cost of sales)	(41.1)		(32.0)		(9.1)		28.4		Floor plan assistance (included as an offset to cost of sales)	(40.8)		(33.3)		(7.5)		22.5
Net new vehicle carrying costs	Net new vehicle carrying costs	$	(6.4)	$	(28.2)	$	21.8	(77.3)		Net new vehicle carrying costs	$	(0.6)	$	(22.6)	$	22.0	(97.3)

Floor plan interest expense increased ~~$30.9~~$29.5 million in the three months ended ~~June~~September 30, 2023 compared to the same period of 2022 due to rising interest rates and increased inventory levels.

YTD 2023 vs. YTD 2022


		Six Months Ended June 30,						%			Nine Months Ended September 30,						%
($ in millions)	($ in millions)	2023		2022		Change		Change		($ in millions)	2023		2022		Change		Change
Floor plan interest expense (new vehicles)	Floor plan interest expense (new vehicles)	$	62.3	$	8.7	$	53.6	616.1	%	Floor plan interest expense (new vehicles)	$	102.6	$	19.4	$	83.2	428.9	%
Floor plan assistance (included as an offset to cost of sales)	Floor plan assistance (included as an offset to cost of sales)	(75.7)		(63.3)		(12.4)		19.6		Floor plan assistance (included as an offset to cost of sales)	(116.5)		(96.6)		(19.9)		20.6
Net new vehicle carrying costs	Net new vehicle carrying costs	$	(13.4)	$	(54.6)	$	41.2	(75.5)		Net new vehicle carrying costs	$	(13.9)	$	(77.2)	$	63.3	(82.0)

Floor plan interest expense increased ~~$53.6~~$83.2 million in the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same period of 2022 due to rising interest rates and increased inventory levels.

Depreciation and Amortization

Depreciation and amortization is comprised of depreciation expense related to buildings, significant remodels or improvements, furniture, tools, equipment, signage, and amortization of certain intangible assets, including customer lists.

Q2Q3 2023 vs. Q2Q3 2022


		Three Months Ended June 30,				Increase				% Increase	Three Months Ended September 30,							Increase		% Increase
(in millions)	(in millions)	2023		2022			(in millions)		2023			2022
Depreciation and amortization	Depreciation and amortization	$	48.4	$	38.0		$	10.4			27.4		%	Depreciation and amortization	$	50.8	$	40.5	$	10.3	25.4	%

YTD 2023 vs. YTD 2022


		Six Months Ended June 30,				Increase				% Increase	Nine Months Ended September 30,							Increase		% Increase
($ in millions)	($ in millions)	2023		2022			($ in millions)		2023			2022
Depreciation and amortization	Depreciation and amortization	$	95.6	$	74.6		$	21.0			28.2		%	Depreciation and amortization	$	146.4	$	115.0	$	31.4	27.3	%

Acquisition activity contributed to the increases in depreciation and amortization in 2023 compared to 2022. We acquired approximately ~~$514~~$438 million of depreciable property as part of our acquisition activity over the twelve months ended ~~June~~September 30, 2023. For the ~~six~~nine months ended ~~June~~September 30, 2023, we invested ~~$97.1~~$163.7 million in capital expenditures. These investments increased the amount of depreciation expense in the three and ~~six~~nine months ended ~~June~~September 30, 2023. See the discussion under “Liquidity and Capital Resources” for additional information.

Operating Income

Operating income as a percentage of revenue, or operating margin, was as follows:

~~Q2 2023 vs. Q2 2022~~

Three Months Ended June 30,
2023 2022
Operating margin 5.9 % 7.2 %
Operating margin adjusted for non-core charges 1
5.9 % 7.1 %

1~~See “Non-GAAP Reconciliations” for more details.~~

MANAGEMENT’S DISCUSSION AND ANALYSIS

Q3 2023 vs. Q3 2022


	Three Months Ended September 30,
	2023		2022
Operating margin	5.6	%	7.1	%
Operating margin adjusted for non-core charges 1	5.5	%	6.6	%

1See “Non-GAAP Reconciliations” for more details.

Operating margin decreased ~~130~~150 bps in the three months ended ~~June~~September 30, 2023 compared to the same period in 2022, primarily due to increased SG&A of ~~5.7%~~12.8%, offset by increased gross profit of ~~2.5%~~4.3%.

YTD 2023 vs. YTD 2022


		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Operating margin	Operating margin	5.7	%	7.4	%	Operating margin	5.6	%	7.3	%
Operating margin adjusted for non-core charges 1	Operating margin adjusted for non-core charges 1	5.7	%	7.3	%	Operating margin adjusted for non-core charges 1	5.7	%	7.1	%

1See “Non-GAAP Reconciliations” for more details.

Operating margin decreased 170 bps in the ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same period in 2022, primarily due to increased SG&A of ~~4.5%~~7.3% and ~~1.2%~~a 0.6% decrease in gross profit.

Non-Operating Expenses

Other Interest Expense

Other interest expense includes interest on senior notes, debt incurred related to acquisitions, real estate mortgages, used and service loaner vehicle inventory financing commitments, and revolving lines of credit.

Q2Q3 2023 vs. Q2Q3 2022


		Three Months Ended June 30,				Increase (Decrease)					% Increase			Three Months Ended September 30,							Increase (Decrease)			% Increase
(in millions)	(in millions)	2023		2022				(in millions)		2023					2022
Mortgage interest	Mortgage interest	$	8.4	$	5.9			$	2.5					42.4		Mortgage interest	$	9.5		$	6.7		$	2.8		41.8
Other interest	Other interest	35.8		23.0		12.8					55.7		Other interest	49.5				30.3			19.2			63.4
Capitalized interest	Capitalized interest	(0.3)		(0.6)		(0.3)					NM		Capitalized interest	(0.5)				(0.7)			(0.2)			NM
Total other interest expense	Total other interest expense	$	43.9	$	28.3	$	15.6				55.1	%	Total other interest expense	$	58.5			$	36.3		$	22.2		61.2	%

NM - not meaningful

Other interest expense for the three months ended ended ~~June~~September 30, 2023 increased ~~$15.6~~$22.2 million related to increased borrowings and interest rates compared to the same period of 2022.

YTD 2023 vs. YTD 2022


		Six Months Ended June 30,				Increase (Decrease)					% Increase			Nine Months Ended September 30,								Increase (Decrease)			% Increase
($ in millions)	($ in millions)	2023		2022				($ in millions)		2023					2022
Mortgage interest	Mortgage interest	$	16.3	$	11.4			$	4.9					43.0		%	Mortgage interest	$	25.8		$	18.1		$	7.7		42.5	%
Other interest	Other interest	67.8		44.3		23.5					53.0		Other interest	117.4					74.6			42.8			57.4
Capitalized interest	Capitalized interest	(1.1)		(1.2)		(0.1)					NM		Capitalized interest	(1.7)					(1.9)			(0.2)			NM
Total other interest expense	Total other interest expense	$	83.0	$	54.5	$	28.5				52.3	%	Total other interest expense	$	141.5				$	90.8		$	50.7		55.8	%

NM - not meaningful

Other interest expense for the ~~six~~nine months ended ~~June~~September 30, 2023 increased ~~$28.5~~$50.7 million related to increased borrowings and interest rates compared to the same period of 2022.

Other Income (Expense), net

~~Q2 2023 vs. Q2 2022~~

Three Months Ended June 30, Decrease % Decrease
(Dollars in millions) 2023 2022
Other Income (Expense), net $ 9.8 $ (18.8) $ 28.6 (152.1) %

Other income (expense), net in the three months ended June 30, 2023 was primarily related to a $6.2 million unrealized gain due to foreign currency exchange and a $1.2 million unrealized investment gain associated with the change in fair value of our investment in Shift Technologies, Inc. This compares to an $18.1 million unrealized investment loss in the three months ended June 30, 2022.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Q3 2023 vs. Q3 2022


	Three Months Ended September 30,				Decrease		% Decrease
(Dollars in millions)	2023		2022
Other Expense, net	$	(5.3)	$	(12.2)	$	6.9	(56.6)	%

Other expense, net in the three months ended September 30, 2023 was primarily related to a $7.7 million unrealized loss due to foreign currency exchange and a $0.7 million unrealized investment loss associated with the change in fair value of our investment in Shift Technologies, Inc. This compares to a $15.0 million unrealized loss due to foreign currency exchange and a $0.3 million unrealized investment gain in Shift Technologies, Inc. in the three months ended September 30, 2022.

YTD 2023 vs. YTD 2022


		Six Months Ended June 30,				Decrease				% Decrease	Nine Months Ended September 30,							Decrease		% Decrease
($ in millions)	($ in millions)	2023		2022			($ in millions)		2023			2022
Other income (expense), net	Other income (expense), net	$	12.0	$	(24.3)		$	36.3			(149.4)		%	Other income (expense), net	$	6.8	$	(36.6)	$	43.4	(118.6)	%

Other income (expense), net in the ~~six~~nine months ended ~~June~~September 30, 2023 ~~was primarily related to~~included a ~~$5.1~~$2.6 million unrealized ~~gain~~loss due to foreign currency exchange, and a ~~$0.8~~$0.2 million unrealized investment gain associated with the change in fair value of our investment in Shift Technologies, Inc. These compare to a ~~$33.0~~$32.6 million unrealized investment loss associated with the change in fair value of our investment in Shift Technologies, Inc. and a $3.6 million unrealized gain due to foreign currency exchange in the ~~six~~nine months ended ~~June~~September 30, 2022.

Income Tax Provision

Our effective income tax rate was as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Effective income tax rate	Effective income tax rate	26.0	%	27.9	%	26.4	%	27.4	%	Effective income tax rate	26.7	%	27.5	%	26.5	%	27.4	%
Effective income tax rate excluding other non-core items	Effective income tax rate excluding other non-core items	25.9	%	26.9	%	26.3	%	26.5	%	Effective income tax rate excluding other non-core items	26.5	%	27.0	%	26.4	%	26.6	%

Our effective income tax rate for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to last year was positively affected by a decrease in the impact of valuation allowance recorded for certain deferred tax assets not expected to be realized and an increase in tax credits. The decrease in tax rate was offset by a reduction in tax benefit from stock awards vesting in the current period. Excluding the valuation allowance and other non-core charges, we estimate our annual effective income tax rate to be ~~26.7%~~26.6%.

Non-GAAP Reconciliations

Non-GAAP measures do not have definitions under GAAP and may be defined differently by and not comparable to similarly titled measures used by other companies. As a result, we review any non-GAAP financial measures in connection with a review of the most directly comparable measures calculated in accordance with GAAP. We caution you not to place undue reliance on such non-GAAP measures, but also to consider them with the most directly comparable GAAP measures. We believe each of the non-GAAP financial measures below improves the transparency of our disclosures, provides a meaningful presentation of our results from the core business operations because they exclude items not related to our ongoing core business operations and other non-cash items, and improves the period-to-period comparability of our results from the core business operations. We use these measures in conjunction with GAAP financial measures to assess our business, including our compliance with covenants in our credit facility and in communications with our Board of Directors concerning financial performance. These measures should not be considered an alternative to GAAP measures.

The following tables reconcile certain reported non-GAAP measures, which we refer to as “adjusted,” to the most comparable GAAP measure from our Consolidated Statements of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS


		Three Months Ended June 30, 2023										Three Months Ended September 30, 2023
(in millions, except per share amounts)	(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment gain		Insurance reserves		Acquisition expenses			Adjusted		(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment loss		Insurance reserves		Acquisition expenses		Contract buyouts		Adjusted

Selling, general and administrative	Selling, general and administrative	$	842.2	$	1.0	$	—	$	(2.4)	$	(4.5)		$	836.3	Selling, general and administrative	$	850.8	$	23.1	$	—	$	(4.6)	$	(4.8)	$	(4.2)	$	860.3
Operating income (loss)	Operating income (loss)	475.8		(1.0)		—		2.4		4.5			481.7		Operating income (loss)	465.3		(23.1)		—		4.6		4.8		4.2		455.8
Other income (expense), net	Other income (expense), net	9.8		—		(1.2)		—		—			8.6		Other income (expense), net	(5.3)		—		0.7		—		—		—		(4.6)

Income (loss) before income taxes	Income (loss) before income taxes	$	407.0	$	(1.0)	$	(1.2)	$	2.4	$	4.5		$	411.7	Income (loss) before income taxes	$	361.3	$	(23.1)	$	0.7	$	4.6	$	4.8	$	4.2	$	352.5
Income tax (provision) benefit	Income tax (provision) benefit	(105.9)		0.4		—		(0.6)		(0.5)			(106.6)		Income tax (provision) benefit	(96.4)		6.1		—		(1.2)		(0.8)		(1.1)		(93.4)
Net income (loss)	Net income (loss)	301.1		(0.6)		(1.2)		1.8		4.0			305.1		Net income (loss)	264.9		(17.0)		0.7		3.4		4.0		3.1		259.1
Net income attributable to non-controlling interest	Net income attributable to non-controlling interest	(1.8)		—		—		—		—			(1.8)		Net income attributable to non-controlling interest	(2.1)		—		—		—		—		—		(2.1)
Net income attributable to redeemable non-controlling interest	Net income attributable to redeemable non-controlling interest	(2.1)		—		—		—		—			(2.1)		Net income attributable to redeemable non-controlling interest	(1.3)		—		—		—		—		—		(1.3)
Net income (loss) attributable to Lithia Motors, Inc.	Net income (loss) attributable to Lithia Motors, Inc.	$	297.2	$	(0.6)	$	(1.2)	$	1.8	$	4.0		$	301.2	Net income (loss) attributable to Lithia Motors, Inc.	$	261.5	$	(17.0)	$	0.7	$	3.4	$	4.0	$	3.1	$	255.7

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	10.78	$	(0.02)	$	(0.05)	$	0.06	$	0.14		$	10.91	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	9.46	$	(0.62)	$	0.03	$	0.12	$	0.15	$	0.11	$	9.25
Diluted share count	Diluted share count	27.6													Diluted share count	27.6


		Three Months Ended June 30, 2022								Three Months Ended September 30, 2022
(in millions, except per share amounts)	(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment loss		Acquisition expenses			Adjusted		(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment gain		Acquisition expenses		Adjusted

Selling, general and administrative	Selling, general and administrative	796.9		3.1		—		(1.5)			798.5		Selling, general and administrative	$	754.2	$	36.5	$	—	$	(2.0)	$	788.7
Operating income (loss)	Operating income (loss)	519.1		(3.1)		—		1.5			517.5		Operating income (loss)	514.9		(36.5)		—		2.0		480.4
Other income (expense), net		(18.8)		—		18.1		—			(0.7)
Other expense, net													Other expense, net	(12.2)		—		(0.3)		—		(12.5)

Income (loss) before income taxes	Income (loss) before income taxes	$	468.2	$	(3.1)	$	18.1	$	1.5		$	484.7	Income (loss) before income taxes	$	455.7	$	(36.5)	$	(0.3)	$	2.0	$	420.9
Income tax (provision) benefit	Income tax (provision) benefit	(130.6)		0.9		—		(0.5)			(130.2)		Income tax (provision) benefit	(125.4)		9.8		—		1.9		(113.7)
Net income (loss)	Net income (loss)	337.6		(2.2)		18.1		1.0			354.5		Net income (loss)	330.3		(26.7)		(0.3)		3.9		307.2
Net income attributable to non-controlling interest		(3.8)		—		—		—			(3.8)
Net loss attributable to non-controlling interest													Net loss attributable to non-controlling interest	0.5		—		—		—		0.5
Net income attributable to redeemable non-controlling interest	Net income attributable to redeemable non-controlling interest	(2.5)		—		—		—			(2.5)		Net income attributable to redeemable non-controlling interest	(1.2)		—		—		—		(1.2)
Net income (loss) attributable to Lithia Motors, Inc.	Net income (loss) attributable to Lithia Motors, Inc.	$	331.3	$	(2.2)	$	18.1	$	1.0		$	348.2	Net income (loss) attributable to Lithia Motors, Inc.	$	329.6	$	(26.7)	$	(0.3)	$	3.9	$	306.5

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	11.60	$	(0.08)	$	0.63	$	0.03		$	12.18	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	11.92	$	(0.97)	$	(0.01)	$	0.14	$	11.08
Diluted share count	Diluted share count	28.6											Diluted share count	27.6

MANAGEMENT’S DISCUSSION AND ANALYSIS


		Six Months Ended June 30, 2023												Nine Months Ended September 30, 2023
(in millions, except per share amounts)	(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment gain		Insurance reserves		Acquisition expenses		Vendor contract buyouts			Adjusted		(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment gain		Insurance reserves		Acquisition expenses		Contract buyouts		Adjusted

Selling, general and administrative	Selling, general and administrative	$	1,606.6	$	8.2	$	—	$	(2.5)	$	(5.7)	$	(10.1)		$	1,596.5	Selling, general and administrative	$	2,458.1	$	31.4	$	—	$	(7.1)	$	(10.5)	$	(14.4)	$	2,457.5
Operating income (loss)	Operating income (loss)	854.6		(8.2)		—		2.5		5.7		10.1			864.7		Operating income (loss)	1,319.9		(31.4)		—		7.1		10.5		14.4		1,320.5
Other income (expense), net	Other income (expense), net	12.0		—		(0.8)		—		—		—			11.2		Other income (expense), net	6.8		—		(0.2)		—		—		—		6.6

Income (loss) before income taxes	Income (loss) before income taxes	$	721.3	$	(8.2)	$	(0.8)	$	2.5	$	5.7	$	10.1		$	730.6	Income (loss) before income taxes	$	1,082.6	$	(31.4)	$	(0.2)	$	7.1	$	10.5	$	14.4	$	1,083.0
Income tax (provision) benefit	Income tax (provision) benefit	(190.6)		2.4		—		(0.7)		(0.7)		(2.7)			(192.3)		Income tax (provision) benefit	(287.0)		8.5		—		(1.9)		(1.5)		(3.9)		(285.8)
Net income (loss)	Net income (loss)	530.7		(5.8)		(0.8)		1.8		5.0		7.4			538.3		Net income (loss)	795.6		(22.9)		(0.2)		5.2		9.0		10.5		797.2
Net income attributable to non-controlling interest	Net income attributable to non-controlling interest	(2.5)		—		—		—		—		—			(2.5)		Net income attributable to non-controlling interest	(4.7)		—		—		—		—		—		(4.7)
Net income attributable to redeemable non-controlling interest	Net income attributable to redeemable non-controlling interest	(2.3)		—		—		—		—		—			(2.3)		Net income attributable to redeemable non-controlling interest	(3.6)		—		—		—		—		—		(3.6)
Net income (loss) attributable to Lithia Motors, Inc.	Net income (loss) attributable to Lithia Motors, Inc.	$	525.9	$	(5.8)	$	(0.8)	$	1.8	$	5.0	$	7.4		$	533.5	Net income (loss) attributable to Lithia Motors, Inc.	$	787.3	$	(22.9)	$	(0.2)	$	5.2	$	9.0	$	10.5	$	788.9

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	19.08	$	(0.21)	$	(0.03)	$	0.06	$	0.18	$	0.27		$	19.35	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	28.54	$	(0.83)	$	—	$	0.19	$	0.33	$	0.38	$	28.61
Diluted share count	Diluted share count	27.6															Diluted share count	27.6


		Six Months Ended June 30, 2022								Nine Months Ended September 30, 2022
(in millions, except per share amounts)	(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment loss		Acquisition expenses			Adjusted		(in millions, except per share amounts)	As reported		Net disposal gain on sale of stores		Investment loss		Acquisition expenses		Adjusted

Selling, general and administrative	Selling, general and administrative	$	1,537.1	$	13.1	$	—	$	(8.1)		$	1,542.1	Selling, general and administrative	$	2,291.3	$	49.6	$	—	$	(10.1)	$	2,330.8
Operating income (loss)	Operating income (loss)	1,025.5		(13.1)		—		8.1			1,020.5		Operating income (loss)	1,540.7		(49.6)		—		10.1		1,501.2
Other (expense) income, net	Other (expense) income, net	(24.3)		—		33.0		—			8.7		Other (expense) income, net	(36.6)		—		32.6		—		(4.0)

Income (loss) before income taxes	Income (loss) before income taxes	$	938.0	$	(13.1)	$	33.0	$	8.1		$	966.0	Income (loss) before income taxes	$	1,393.9	$	(49.6)	$	32.6	$	10.1	$	1,387.0
Income tax (provision) benefit	Income tax (provision) benefit	(256.7)		3.5		—		(2.5)			(255.7)		Income tax (provision) benefit	(382.1)		13.2		—		(0.5)		(369.4)
Net income (loss)	Net income (loss)	681.3		(9.6)		33.0		5.6			710.3		Net income (loss)	1,011.8		(36.4)		32.6		9.6		1,017.6
Net income attributable to non-controlling interest	Net income attributable to non-controlling interest	(4.4)		—		—		—			(4.4)		Net income attributable to non-controlling interest	(3.9)		—		—		—		(3.9)
Net income attributable to redeemable non-controlling interest	Net income attributable to redeemable non-controlling interest	(3.4)		—		—		(0.1)			(3.5)		Net income attributable to redeemable non-controlling interest	(4.5)		—		—		—		(4.5)
Net income (loss) attributable to Lithia Motors, Inc.	Net income (loss) attributable to Lithia Motors, Inc.	$	673.5	$	(9.6)	$	33.0	$	5.5		$	702.4	Net income (loss) attributable to Lithia Motors, Inc.	$	1,003.4	$	(36.4)	$	32.6	$	9.6	$	1,009.2

Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	23.15	$	(0.33)	$	1.13	$	0.19		$	24.14	Diluted earnings (loss) per share attributable to Lithia Motors, Inc.	$	35.10	$	(1.27)	$	1.14	$	0.33	$	35.30
Diluted share count	Diluted share count	29.1											Diluted share count	28.6

Liquidity and Capital Resources

We manage our liquidity and capital resources in the context of our overall business strategy, continually forecasting and managing our cash, working capital balances and capital structure in a way that we believe will meet the short-term and long-term obligations of our business while maintaining liquidity and financial flexibility. Our capital deployment strategy for our free cash flows targets an allocation of 65% investment in acquisitions, 25% internal investments including capital expenditures, Driveway and Driveway Finance Corporation and 10% in shareholder return in the form of dividends and share repurchases.

We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term. Cash flows from operations and borrowings under our credit facilities are our main sources for liquidity. In addition to the above sources of liquidity, potential sources to fund our business strategy include financing of real estate and proceeds from debt or equity offerings. We evaluate all of these options and may select one or more of them depending on overall capital needs and the availability and cost of capital, although no

MANAGEMENT’S DISCUSSION AND ANALYSIS

assurances can be provided that these capital sources will be available in sufficient amounts or with terms acceptable to us.

Available Sources

Below is a summary of our immediately available funds:


($ in millions)	($ in millions)	June 30, 2023		December 31, 2022		Change		% Change		($ in millions)	September 30, 2023		December 31, 2022		Change		% Change
Cash	Cash	$	88.7	$	168.1	$	(79.4)	(47.2)	%	Cash	$	146.9	$	168.1	$	(21.2)	(12.6)	%
Available credit on credit facilities	Available credit on credit facilities	933.3		1,419.4		(486.1)		(34.2)		Available credit on credit facilities	1,254.8		1,419.4		(164.6)		(11.6)
Total current available funds	Total current available funds	$	1,022.0	$	1,587.5	$	(565.5)	(35.6)	%	Total current available funds	$	1,401.7	$	1,587.5	$	(185.8)	(11.7)	%

Information about our cash flows, by category, is presented in our Consolidated Statements of Cash Flows. The following table summarizes our cash flows:


		Six Months Ended June 30,				Change			Nine Months Ended September 30,				Change
(in millions)	(in millions)	2023		2022		in Cash Flow		(in millions)	2023		2022		in Cash Flow
Net cash used in operating activities	Net cash used in operating activities	$	(298.7)	$	(263.1)	$	(35.6)	Net cash used in operating activities	$	(177.2)	$	(517.5)	$	340.3
Net cash used in investing activities	Net cash used in investing activities	(1,000.2)		(782.7)		(217.5)		Net cash used in investing activities	(1,240.3)		(1,017.3)		(223.0)
Net cash provided by financing activities	Net cash provided by financing activities	1,248.5		984.6		263.9		Net cash provided by financing activities	1,427.0		1,600.0		(173.0)

Operating Activities

Cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2023 ~~increased $35.6~~decreased $340.3 million compared to the same period of 2022, primarily related to ~~decreased net income and increased growth in our financing receivables as we increase our auto loan portfolio, partially offset by~~ less of an increase in inventory, ~~and an increase~~partially offset by a decrease in ~~collection on trade receivables~~net income compared to the same period of 2022.

Borrowings from and repayments to our syndicated credit facilities related to our new vehicle inventory floor plan financing are presented as financing activities. To better understand the impact of changes in inventory, other assets, and the associated financing, we also consider our adjusted net cash provided by operating activities to include borrowings or repayments associated with our new vehicle floor plan commitment and exclude the impact of our financing receivables activity. Adjusted net cash provided by operating activities, a non-GAAP measure, is presented below:


		Six Months Ended June 30,				Change			Nine Months Ended September 30,				Change
(in millions)	(in millions)	2023		2022		in Cash Flow		(in millions)	2023		2022		in Cash Flow
Net cash (used in) provided by operating activities – as reported		$	(298.7)	$	(263.1)	$	(35.6)
Net cash used in operating activities – as reported								Net cash used in operating activities – as reported	$	(177.2)	$	(517.5)	$	340.3
Adjust: Net borrowings on floor plan notes payable, non-trade	Adjust: Net borrowings on floor plan notes payable, non-trade	223.5		243.5		(20.0)		Adjust: Net borrowings on floor plan notes payable, non-trade	426.7		429.6		(2.9)
Less: Borrowings on floor plan notes payable, non-trade associated with acquired new vehicle inventory	Less: Borrowings on floor plan notes payable, non-trade associated with acquired new vehicle inventory	(109.7)		(63.1)		(46.6)		Less: Borrowings on floor plan notes payable, non-trade associated with acquired new vehicle inventory	(110.6)		(72.4)		(38.2)
Adjust: Financing receivables activity	Adjust: Financing receivables activity	684.6		573.1		111.5		Adjust: Financing receivables activity	907.0		946.7		(39.7)
Net cash provided by operating activities – adjusted	Net cash provided by operating activities – adjusted	$	499.7	$	490.4	$	9.3	Net cash provided by operating activities – adjusted	$	1,045.9	$	786.4	$	259.5

Investing Activities

Net cash used in investing activities totaled ~~$1.0~~$1.2 billion and ~~$0.8~~$1.0 billion, respectively, for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022.

Below are highlights of significant activity related to our cash flows from investing activities:


		Six Months Ended June 30,				Change			Nine Months Ended September 30,				Change
(in millions)	(in millions)	2023		2022		in Cash Flow		(in millions)	2023		2022		in Cash Flow
Capital expenditures	Capital expenditures	$	(97.1)	$	(136.6)	$	39.5	Capital expenditures	$	(163.7)	$	(209.8)	$	46.1
Cash paid for acquisitions, net of cash acquired	Cash paid for acquisitions, net of cash acquired	(978.5)		(706.0)		(272.5)		Cash paid for acquisitions, net of cash acquired	(1,204.7)		(962.6)		(242.1)
Cash paid for other investments	Cash paid for other investments	(11.1)		(9.3)		(1.8)		Cash paid for other investments	(11.1)		(9.3)		(1.8)
Proceeds from sales of stores	Proceeds from sales of stores	85.7		52.7		33.0		Proceeds from sales of stores	136.1		148.0		(11.9)

MANAGEMENT’S DISCUSSION AND ANALYSIS

Capital Expenditures

Below is a summary of our capital expenditure activities ($ in millions):

Many manufacturers provide assistance in the form of additional incentives or assistance if facilities meet specified standards and requirements. We expect that certain facility upgrades and remodels will generate additional manufacturer incentive payments. Also, tax laws allowing accelerated deductions for capital expenditures reduce the overall investment needed and encourage accelerated project timelines.

We expect to use a portion of our future capital expenditures to upgrade facilities that we recently acquired. This additional capital investment is contemplated in our initial evaluation of the investment return metrics applied to each acquisition and is usually associated with manufacturer standards and requirements.

The decrease in capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2023, compared to the same period of 2022 related primarily to ~~lower maintenance spend and~~ lower new operations facility purchases and improvement spend.

If we undertake a significant capital commitment in the future, we expect to pay for the commitment out of existing cash balances, construction financing and borrowings on our credit facility. Upon completion of the projects, we believe we would have the ability to secure long-term financing and general borrowings from third party lenders for 70% to 90% of the amounts expended, although no assurances can be provided that these financings will be available to us in sufficient amounts or on terms acceptable to us.

Acquisitions

We focus on acquiring stores at attractive purchase prices that meet our return thresholds and strategic objectives. We look for acquisitions that diversify our brand and geographic mix as we continue to evaluate our portfolio to minimize exposure to any one manufacturer and achieve financial returns.

We are able to subsequently floor new vehicle inventory acquired as part of an acquisition; however, the cash generated by this transaction is recorded as borrowings on floor plan notes payable, non-trade.

Adjusted net cash paid for acquisitions, as well as certain other acquisition-related information is presented below:


		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Number of locations acquired	Number of locations acquired	51		22		Number of locations acquired	56		34

(in millions)	(in millions)					(in millions)
Cash paid for acquisitions, net of cash acquired	Cash paid for acquisitions, net of cash acquired	$	(978.5)	$	(706.0)	Cash paid for acquisitions, net of cash acquired	$	(1,204.7)	$	(962.6)
Less: Borrowings on floor plan notes payable: non-trade associated with acquired new vehicle inventory	Less: Borrowings on floor plan notes payable: non-trade associated with acquired new vehicle inventory	109.7		63.1		Less: Borrowings on floor plan notes payable: non-trade associated with acquired new vehicle inventory	110.6		72.4
Cash paid for acquisitions, net of cash acquired – adjusted	Cash paid for acquisitions, net of cash acquired – adjusted	$	(868.8)	$	(642.9)	Cash paid for acquisitions, net of cash acquired – adjusted	$	(1,094.1)	$	(890.2)

MANAGEMENT’S DISCUSSION AND ANALYSIS

We evaluate potential capital investments primarily based on targeted rates of return on assets and return on our net equity investment.

Financing Activities

Adjusted net cash provided by financing activities, a non-GAAP measure, which is adjusted for borrowings and repayments on floor plan facilities: non-trade and borrowings and repayments associated with our Financing Operations segment was as follows:


		Six Months Ended June 30,				Change			Nine Months Ended September 30,				Change
(in millions)	(in millions)	2023		2022		in Cash Flow		(in millions)	2023		2022		in Cash Flow
Cash provided by financing activities, as reported	Cash provided by financing activities, as reported	$	1,248.5	$	984.6	$	263.9	Cash provided by financing activities, as reported	$	1,427.0	$	1,600.0	$	(173.0)
Less: Net borrowings on floor plan notes payable: non-trade	Less: Net borrowings on floor plan notes payable: non-trade	(223.5)		(243.5)		20.0		Less: Net borrowings on floor plan notes payable: non-trade	(426.7)		(429.6)		2.9
Add (less): Net (borrowings) repayments on non-recourse notes payable		(824.9)		80.1		(905.0)
Cash provided by financing activities, as adjusted		$	200.1	$	821.2	$	(621.1)
Less: Net borrowings on non-recourse notes payable								Less: Net borrowings on non-recourse notes payable	(1,047.7)		(159.5)		(888.2)
Cash (used in) provided by financing activities, as adjusted								Cash (used in) provided by financing activities, as adjusted	$	(47.4)	$	1,010.9	$	(1,058.3)

Below are highlights of significant activity related to our cash flows from financing activities, excluding borrowings and repayments on floor plan notes payable: non-trade and non-recourse notes payable, which are discussed above:


		Six Months Ended June 30,				Change			Nine Months Ended September 30,				Change
(in millions)	(in millions)	2023		2022		in Cash Flow		(in millions)	2023		2022		in Cash Flow
Net borrowings on lines of credit		$	260.1	$	1,503.9	$	(1,243.8)
Net (repayments) borrowings on lines of credit								Net (repayments) borrowings on lines of credit	$	(55.9)	$	1,748.4	$	(1,804.3)
Principal payments on long-term debt and finance lease liabilities, other	Principal payments on long-term debt and finance lease liabilities, other	(3.4)		(60.3)		56.9		Principal payments on long-term debt and finance lease liabilities, other	(3.4)		(70.0)		66.6
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	10.4		26.7		(16.3)		Proceeds from issuance of long-term debt	79.8		39.6		40.2
Principal payments on non-recourse notes payable	Principal payments on non-recourse notes payable	(211.5)		(80.1)		(131.4)		Principal payments on non-recourse notes payable	(404.0)		(138.7)		(265.3)
Proceeds from the issuance of non-recourse notes payable	Proceeds from the issuance of non-recourse notes payable	1,036.4		—		1,036.4		Proceeds from the issuance of non-recourse notes payable	1,451.7		298.2		1,153.5
Repurchase of common stock	Repurchase of common stock	(14.5)		(623.4)		608.9		Repurchase of common stock	(14.5)		(644.4)		629.9
Dividends paid	Dividends paid	(25.4)		(22.2)		(3.2)		Dividends paid	(39.1)		(33.8)		(5.3)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	14.9		18.7		(3.8)		Proceeds from issuance of common stock	23.0		28.1		(5.1)

Other financing activity								Other financing activity	17.2		(2.7)		19.9

Equity Transactions

Our Board of Directors has authorized the repurchase of up to $1.25 billion of our Common Stock . We repurchased a total of ~~70,560~~70,626 shares of our Common Stock at an average price of ~~$204.82~~$204.92 in the first ~~six~~nine months of 2023, all related to tax withholding on vesting RSUs, none related to our repurchase authorization. As of ~~June~~September 30, 2023, we had $501.4 million remaining available for repurchases and the authorization does not have an expiration date.

In the first ~~six~~nine months of 2023, we declared and paid dividends on our Common Stock as follows:


Dividend paid:	Dividend paid:	Dividend amount per share		Total amount of dividend (in millions)		Dividend paid:	Dividend amount per share		Total amount of dividend (in millions)
March 2023	March 2023	$	0.42	$	11.5	March 2023	$	0.42	$	11.5
May 2023	May 2023	$	0.50	$	13.9	May 2023	$	0.50	$	13.8

August 2023						August 2023	$	0.50	$	13.8

We evaluate performance and make a recommendation to the Board of Directors on dividend payments on a quarterly basis.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Summary of Outstanding Balances on Credit Facilities and Long-Term Debt

Below is a summary of our outstanding balances on credit facilities and long-term debt:


		As of June 30, 2023						As of September 30, 2023
(in millions)	(in millions)	Outstanding		Remaining Available			(in millions)	Outstanding		Remaining Available
Floor plan note payable: non-trade	Floor plan note payable: non-trade	$	1,708.8	$	—	1	Floor plan note payable: non-trade	$	1,863.4	$	—	1
Floor plan notes payable	Floor plan notes payable	1,107.9		—			Floor plan notes payable	1,261.2		—
Used and service loaner vehicle inventory financing commitments	Used and service loaner vehicle inventory financing commitments	876.0		48.7		2	Used and service loaner vehicle inventory financing commitments	860.2		66.8		2
Revolving lines of credit	Revolving lines of credit	1,453.6		864.3		2, 3	Revolving lines of credit	1,281.4		1,179.2		2, 3
Warehouse facilities	Warehouse facilities	705.0		20.3			Warehouse facilities	585.0		8.7
Non-recourse notes payable	Non-recourse notes payable	1,247.1		—			Non-recourse notes payable	1,469.9		—
4.625% Senior notes due 2027	4.625% Senior notes due 2027	400.0		—			4.625% Senior notes due 2027	400.0		—
4.375% Senior notes due 2031	4.375% Senior notes due 2031	550.0		—			4.375% Senior notes due 2031	550.0		—
3.875% Senior notes due 2029	3.875% Senior notes due 2029	800.0		—			3.875% Senior notes due 2029	800.0		—
Finance leases and other debt	Finance leases and other debt	687.8		—			Finance leases and other debt	746.8		—
Unamortized debt issuance costs	Unamortized debt issuance costs	(31.4)		—		4	Unamortized debt issuance costs	(33.4)		—		4
Total debt, net	Total debt, net	$	9,504.8	$	933.3		Total debt, net	$	9,784.5	$	1,254.8

1As of ~~June~~September 30, 2023, we had a $2.0 billion new vehicle floor plan commitment as part of our US Bank syndicated credit facility, and a $500 million CAD wholesale floorplan commitment as part of our Bank of Nova Scotia syndicated credit facility.

2The amount available on these credit facilities are limited based on borrowing base calculations and fluctuates monthly.

3Available credit is based on the borrowing base amount effective as of ~~May~~August 31, 2023. This amount is reduced by ~~$35.4~~$35.7 million for outstanding letters of credit.

4Debt issuance costs are presented on the balance sheet as a reduction from the carrying amount of the related debt liability.

Financial Covenants

Our credit facilities, non-recourse notes payable, and senior notes contain customary representations and warranties, conditions and covenants for transactions of these types. As of ~~June~~September 30, 2023 we were in compliance with all financial covenants.

Recent Accounting Pronouncements

See Note 14 – Recent Accounting Pronouncements for discussion.

Critical Accounting Policies and Use of Estimates

There have been no material changes in the critical accounting policies and use of estimates described in our 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023.

Seasonality and Quarterly Fluctuations

Historically, our sales have been lower in the first quarter of each year due to consumer purchasing patterns and inclement weather in certain of our markets. As a result, financial performance is expected to be lower during the first quarter than during the second, third and fourth quarters of each fiscal year. We believe that interest rates, levels of consumer debt, consumer confidence and manufacturer sales incentives, as well as general economic conditions, also contribute to fluctuations in sales and operating results.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our reported market risks or risk management policies since the filing of our 2022 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 24, 2023.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We evaluated, with the participation and under the supervision of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

The information in this Form 10-Q should be read in conjunction with the risk factors and information disclosed in our 2022 Annual Report on Form 10-K, which was filed with the SEC on February 24, 2023. We have described in our 2022 Annual Report on Form 10-K, under “Risk Factors” in Item 1A, the primary risks related to our business and securities. We provide below the material changes to our risk factors described in that report.

Risks associated with our U.K. operations may negatively affect our business, results of operations and financial condition.

Following completion of our acquisition of Jardine Motors Group in the United Kingdom in March 2023, we own and operate dealerships in the U.K. in addition to operations in the United States and Canada. These dealerships are the first operations we have managed outside of North America. While our operations outside of the United States currently represent a smaller portion of our revenue, we anticipate that our international operations will continue to expand. We face regulatory, operational, political and economic risks and uncertainties with respect to our international operations as outlined under “Risks associated with our international operations may negatively affect our business, results of operations and financial condition” in our 2022 Annual Report on Form 10-K, which was filed with the SEC on February 24, 2023, under “Risk Factors” in Item 1A.

We are also subject to certain additional risks specific to our U.K. operations. For example, our operations in the U.K. are subject to numerous laws and regulations that may differ from those applicable to our operations in the United States and Canada, including relating to data privacy, health and safety, and environmental protection. Future laws and regulations or changes in existing laws and regulations, or interpretations thereof, in the U.K. could further impact our operations. For example, the U.K. government has proposed a ban on the sale of gasoline engines in new cars and new vans that would take effect as early as 2030 and a ban on the sale of gasoline hybrid engines in new cars and new vans as early as 2035. Such laws and proposed regulations would pose increasingly complex and costly compliance challenges or could also adversely affect demand for certain vehicles or the products we currently sell.

Further, changes by manufacturers to their distribution models may impact our operations in the U.K. Certain manufacturers are moving to an agency model in other countries, whereby the consumer places an order directly with the manufacturer and names a preferred delivery dealer. The agency model is being used by Mercedes-Benz in the U.K. and other European regions. Under an agency model, our dealerships receive a fee for facilitating the sale by the manufacturer of a new vehicle but do not hold the vehicle in inventory. The agency model will reduce reported revenues (as only the fee we receive, and not the price of the vehicle, will be reported as revenue), reduce SG&A expenses, and reduce floor plan interest expense, although the other impacts to our results of operations remain uncertain. If the agency model or another new model is implemented in the U.K. or other countries or regions in which we operate for the sale of electric or other vehicles, it could negatively affect our revenues, results of operations and financial condition.

The majority of our dealerships in the U.K. operate under franchise agreements with vehicle manufacturers, however, unlike in the United States, the U.K. generally does not have automotive dealership franchise laws and, as a result, our U.K. dealerships operate without these types of specific protections that exist in the United States. In addition, our U.K. dealerships are also subject to U.K. antitrust regulations prohibiting certain restrictions on the sale of new vehicles and spare parts and on the provision of repairs and maintenance. For instance, authorized dealers are generally able to, subject to manufacturer facility requirements, relocate or add additional facilities throughout the European Union, offer multiple brands in the same facility, allow the operation of service facilities independent of new car sales facilities and ease restrictions on cross supplies (including on transfers of dealerships) between existing authorized dealers within the European Union. However, under the EU Motor Vehicle Block Exemption Regulation, which was retained in U.K. law following U.K.’s exit from the European Union on January 31, 2020, certain restrictions on dealerships are permissible in franchise agreements provided certain conditions are met. In October 2022, the Competition and Markets Authority of the U.K. published recommendations to introduce an updated U.K. equivalent broadly similar to the EU Motor Vehicle Block Exemption Regulations, however, changes to these protections or rules could negatively affect our revenues, results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We repurchased the following shares of our common stock during the ~~second~~third quarter of 2023:

For the full calendar month of
Total number of shares purchased2
Average price paid per share
Total number of shares purchased as part of publicly announced plans1
Maximum dollar value of shares that may yet be purchased under publicly announced plan (in thousands)1
April — $ — — $ 501,368
May 110 220.89 — 501,368
June 55 269.62 — 501,368
Total 165 237.13 — 501,368


For the full calendar month of	Total number of shares purchased2	Average price paid per share		Total number of shares purchased as part of publicly announced plans1	Maximum dollar value of shares that may yet be purchased under publicly announced plan (in thousands)1
July	—	$	—	—	$	501,368
August	66	310.53		—	501,368
September	—	—		—	501,368
Total	66	310.53		—	501,368

1The current share repurchase plan has no expiration date.

2Of the shares repurchased in the ~~second~~third quarter of 2023, all were related to tax withholding upon the vesting of RSUs.

Item 5. Other Information

No director or officer adopted or terminated any Rule 10b5-1 plan or any non-Rule 10b5-1 trading arrangement during the ~~second~~third quarter of 2023.

Item 6. Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index.

Incorporated by Reference Filed or Furnished Herewith
Exhibit Number Exhibit Description Form File Number Exhibit Filing Date
3.1
Restated Articles of Incorporation of Lithia Motors, Inc. 10-Q 001-14733 3.1 07/28/21
3.2
Second Amended and Restated Bylaws of Lithia Motors, Inc. 8-K 001-14733 3.2 04/25/19
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. X
32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. X
32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. X
101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes to consolidated financial statements X
104 Cover page formatted as Inline XBRL and contained in Exhibit 101. X

Incorporated by Reference

Filed or Furnished Herewith

Exhibit Number

Exhibit Description

Form

File Number

Exhibit

Filing Date

3.1

Restated Articles of Incorporation of Lithia Motors, Inc.

10-Q

001-14733

3.1

07/28/21

3.2

Second Amended and Restated Bylaws of Lithia Motors, Inc.

8-K

001-14733

3.2

04/25/19

10.1

Omnibus Amendment #1 to Amended and Restated Loan Agreement, dated July 20, 2023, among SCFC Business Services LLC, Driveway Finance Corporation, the lenders from time to time parties hereto, the agents from time to time parties hereto, and JPMorgan Chase Bank, N.A.

10.2

Omnibus Amendment #1 to Loan Agreement, dated July 20, 2023, among DFC Business Services, LLC, Driveway Finance Corporation, the lenders party thereto from time to time, the agents from time to time party thereto, and Mizuho Bank, Ltd.

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

32.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

101

Inline XBRL Document Set for the consolidated financial statements and accompanying notes to consolidated financial statements

104

Cover page formatted as Inline XBRL and contained in Exhibit 101.

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 thereunto duly authorized.


Date: ~~August 4,~~October 27, 2023	LITHIA MOTORS, INC.
	Registrant

	By:	/s/ Tina Miller
		Tina Miller
		Chief Financial Officer, Senior Vice President, and Principal Accounting Officer


	Repurchases Occurring in 2023			Cumulative Repurchases as of June 30, 2023
	Shares	Average Price		Shares	Average Price
Share Repurchase Authorization	—	$	—	6,904,781	$	173.59