NOTE 4 — GOODWILL AND INTANGIBLE ASSETS, NET

During the year ended December 31, 2025, the Company separately acquired five franchise dealerships for total purchase consideration of $160 million, comprised of $101 million in cash and $59 million in trade vehicle floor plan payables. The purchase price was allocated to net tangible assets of $64 million, indefinite-lived franchise rights of $27 million, and goodwill of $10 million, which is deductible for tax purposes. The acquisitions were not material to the Company's financial condition or results of operations.

The following table summarizes goodwill and intangible assets, net as of December 31, 2025 and 2024:

December 31,
20252024
(in millions)
Customer relationships$50 $50 
Developed technology31 41 
Franchise rights
27 — 
Intangible assets, acquired cost108 91 
Less: accumulated amortization(61)(57)
Intangible assets, net$47 $34 
Goodwill
$10 $— 

Amortization expense was $14 million, $18 million and $17 million during the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025, the remaining weighted-average amortization period for definite-lived intangible assets was 2.5 years. The anticipated annual amortization expense to be recognized in future years as of December 31, 2025 is as follows:

Expected Future Amortization
(in millions)
2026$
2027
2028
2029
2030
Thereafter
Total$20 

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.