Regulatory Environment - The U.K. plans to ban sales of new gasoline and diesel-powered vehicles after 2035, which could impact vehicle offerings and increase operational costs [67]. - The U.S. EPA finalized new emissions standards for light and medium-duty vehicles for model years 2027 through 2032, aimed at reducing GHG emissions [69]. - The company is subject to risks associated with environmental regulations, including potential increases in operational costs due to stricter GHG emissions limits [68]. - The company may incur significant costs related to compliance with new climate-related disclosure laws, starting in 2026, which could impact access to capital [124]. - The company is assessing the impact of California's Climate Corporate Data Accountability Act, which requires annual disclosure of GHG emissions for companies with revenues over 1billion[124].−Thecompanyissubjecttooperationalrisksassociatedwithenvironmentallaws,whichmayimposesignificantcostsandliabilities[130].MarketConditions−TheU.K.marketfellshortofmandatedtargetsfornewzeroemissionsvehiclesin2024,withhighertargetssetfor2025,potentiallychallengingnewvehiclesales[90].−Inflationandincreasedenergycostscouldadverselyimpactoperationsandcustomerdemandforvehiclesandservices[86].−Asignificantportionofvehiclepurchasesarefinanced,andtighteningcreditmarketsmaydecreasetheavailabilityofautomotiveloans,adverselyaffectingsales[87].−TariffsandmarketdevelopmentscouldincreaseproductioncostsforOEMs,potentiallyleadingtohighervehiclepricesandreduceddemand[97].−Changesinfuelpricesandconsumerpreferencescouldadverselyaffectvehiclesalesvolumesandservicerevenues[121].CompetitionandSales−Thecompanyfacessignificantcompetitioninautomotivesales,whichcouldadverselyimpactsalesvolumesandmargins[100].−Thecompanyisdependentonrelationshipswithmanufacturers,whichmaylimititsabilitytoacquirenewdealershipsormaintainexistingagreements[98].−ThetransitiontoanagencymodelbyMercedesBenzintheU.K.resultedinreducedrevenues,withthecompanyreceivingonlyacommissionforeachsale[106].−Increasedcompetitionfordealershipacquisitionsmayresultinfeweropportunitiesandhigheracquisitionprices[103].−Vehicletechnologyadvancementsandchangesinconsumerpreferencesmayadverselyaffectnewandusedvehiclesalesvolumes[107].FinancialPerformance−Thecompanyrecognizedimpairmentchargesforintangiblefranchiserightsamountingto28.2 million, 25.1million,and1.3 million for the years ended December 31, 2024, 2023, and 2022 respectively [134]. - The company’s debt securities are rated just below investment-grade, and any downgrade could negatively impact access to debt markets and increase borrowing costs [91]. - The company faces potential increases in insurance costs and changes in coverage availability, which could materially impact financial conditions [116]. - The company has not recorded any goodwill impairments in the past three years, but market conditions could lead to future impairment charges [134]. Operational Risks - The company relies on vehicle manufacturers for new vehicle inventory, and any disruptions in their production could materially affect business operations [93]. - The company relies on third-party vendors for key operational processes, and disruptions in their services could adversely impact business [108]. - Cybersecurity incidents, such as the one experienced by CDK Global, could negatively affect the company's operations and financial condition [111]. - The company is self-insured for a portion of its potential liabilities, which may expose it to significant financial risks [116]. - The company may face challenges in integrating acquired dealerships, which could impact revenue growth and operational efficiency [105]. Workforce and Internal Controls - As of December 31, 2024, the company had 20,413 employees, with 13,398 in the U.S. and 7,015 in the U.K. [74]. - Management has designed and implemented internal controls and procedures, which are periodically reviewed and updated [137]. - There has not been a material failure of internal controls reported [137]. - Any failure or circumvention of controls could have a material adverse effect on business operations and financial condition [137]. Expansion and Growth - The company doubled its footprint in the U.K. during the current year through the acquisition of Inchcape Retail [104].