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Lithia Motors Inc. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Friday, 2/23/24, at 5:14pm ET   ·   For:  12/31/23   ·   Accession #:  1023128-24-32   ·   File #:  1-14733

Previous ‘10-K’:  ‘10-K’ on 2/24/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   29 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/23/24  Lithia Motors Inc.                10-K       12/31/23  129:26M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.80M 
 2: EX-10.1     Material Contract                                   HTML     92K 
 3: EX-21       Subsidiaries List                                   HTML    459K 
 4: EX-23       Consent of Expert or Counsel                        HTML     34K 
 9: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     43K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     36K 
15: R1          Cover                                               HTML    100K 
16: R2          Audit Information                                   HTML     40K 
17: R3          Consolidated Balance Sheets                         HTML    167K 
18: R4          Consolidated Balance Sheets (Parentheticals)        HTML     56K 
19: R5          Consolidated Statements of Operations               HTML    145K 
20: R6          Consolidated Statements of Comprehensive Income     HTML     74K 
21: R7          Consolidated Statements of Comprehensive Income     HTML     39K 
                (Parentheticals)                                                 
22: R8          Consolidated Statements of Equity and Redeemable    HTML    119K 
                Non-Controlling Interest                                         
23: R9          Consolidated Statements of Equity and Redeemable    HTML     39K 
                Non-Controlling Interest (Parentheticals)                        
24: R10         Consolidated Statements of Cash Flows               HTML    185K 
25: R11         Summary of Significant Accounting Policies          HTML     96K 
26: R12         Accounts Receivable                                 HTML     48K 
27: R13         Inventories and Floor Plan Notes Payable            HTML     51K 
28: R14         Property and Equipment                              HTML     49K 
29: R15         Finance Receivables                                 HTML    110K 
30: R16         Goodwill and Franchise Value                        HTML     66K 
31: R17         Net Investment in Operating Leases                  HTML     44K 
32: R18         Commitments and Contingencies                       HTML    100K 
33: R19         Credit Facilities and Long-term Debt                HTML    108K 
34: R20         Retirement Plans and Postretirement Benefits        HTML    114K 
35: R21         Derivative Financial Instruments                    HTML     39K 
36: R22         Equity                                              HTML     74K 
37: R23         Share-Based Compensation Plans                      HTML     95K 
38: R24         Fair Value Measurements                             HTML     85K 
39: R25         Income Taxes                                        HTML    105K 
40: R26         Acquisitions                                        HTML     82K 
41: R27         Earnings Per Share                                  HTML     51K 
42: R28         Segments                                            HTML     74K 
43: R29         Subsequent Events                                   HTML     38K 
44: R30         Summary of Significant Accounting Policies          HTML    136K 
                (Policies)                                                       
45: R31         Summary of Significant Accounting Policies          HTML     61K 
                (Tables)                                                         
46: R32         Accounts Receivable (Tables)                        HTML     56K 
47: R33         Inventories and Floor Plan Notes Payable (Tables)   HTML     71K 
48: R34         Property and Equipment (Tables)                     HTML     50K 
49: R35         Finance Receivables (Tables)                        HTML    122K 
50: R36         Goodwill and Franchise Value (Tables)               HTML     71K 
51: R37         Net Investment in Operating Leases (Tables)         HTML     43K 
52: R38         Commitments and Contingencies (Tables)              HTML    116K 
53: R39         Credit Facilities and Long-term Debt (Tables)       HTML    106K 
54: R40         Retirement Plans and Postretirement Benefits        HTML    116K 
                (Tables)                                                         
55: R41         Equity (Tables)                                     HTML     68K 
56: R42         Share-Based Compensation Plans (Tables)             HTML     97K 
57: R43         Fair Value Measurements (Tables)                    HTML     77K 
58: R44         Income Taxes (Tables)                               HTML    107K 
59: R45         Acquisitions (Tables)                               HTML     73K 
60: R46         Earnings Per Share (Tables)                         HTML     49K 
61: R47         Segments (Tables)                                   HTML     69K 
62: R48         Summary of Significant Accounting Policies -        HTML     77K 
                Narrative (Details)                                              
63: R49         Summary of Significant Accounting Policies -        HTML     47K 
                Property and Equipment Estimated Useful Lives                    
                (Details)                                                        
64: R50         Summary of Significant Accounting Policies -        HTML     41K 
                Advertising Expense and Manufacturing Cooperative                
                Advertising Credits (Details)                                    
65: R51         Accounts Receivable - Schedule of Accounts          HTML     54K 
                Receivable (Details)                                             
66: R52         Inventories and Floor Plan Notes Payable -          HTML     43K 
                Components of Inventories (Details)                              
67: R53         Inventories and Floor Plan Notes Payable -          HTML     39K 
                Schedule of Floor Plan Notes Payable (Details)                   
68: R54         Inventories and Floor Plan Notes Payable -          HTML     41K 
                Narrative (Details)                                              
69: R55         Property and Equipment - Schedule of Property and   HTML     56K 
                Equipment (Details)                                              
70: R56         Property and Equipment - Narrative (Details)        HTML     37K 
71: R57         Finance Receivables - Narrative (Details)           HTML     44K 
72: R58         Finance Receivables - Schedule of Auto Loan and     HTML     50K 
                Lease Receivables (Details)                                      
73: R59         Finance Receivables - Schedule of FICO Score        HTML     68K 
                (Details)                                                        
74: R60         Finance Receivables - Schedule of Financing         HTML     49K 
                Receivable, Noncurrent, Allowance for Credit Loss                
                (Details)                                                        
75: R61         Finance Receivables - Schedule of Charge-off        HTML     48K 
                Activity (Details)                                               
76: R62         Finance Receivables - Schedule of Purchased         HTML     43K 
                Financial Assets with Credit Deterioration                       
                (Details)                                                        
77: R63         Goodwill and Franchise Value - Schedule of          HTML     62K 
                Goodwill (Details)                                               
78: R64         Goodwill and Franchise Value - Schedule of          HTML     52K 
                Franchise Value (Details)                                        
79: R65         Net Investment in Operating Leases (Details)        HTML     40K 
80: R66         Commitments and Contingencies - Narrative           HTML     46K 
                (Details)                                                        
81: R67         Commitments and Contingencies - Schedule of         HTML     72K 
                Lease-Related Liabilities Recorded on the Balance                
                Sheet (Details)                                                  
82: R68         Commitments and Contingencies - Schedule of Lease   HTML     49K 
                Costs (Details)                                                  
83: R69         Commitments and Contingencies - Schedule of         HTML     75K 
                Maturities of Operating and Finance Lease                        
                Liabilities (Details)                                            
84: R70         Commitments and Contingencies - Schedule of         HTML     47K 
                Charge-backs for Various Contracts (Details)                     
85: R71         Commitments and Contingencies - Schedule of         HTML     55K 
                Lifetime Lube, Oil and Filter Contracts Acquired                 
                (Details)                                                        
86: R72         Credit Facilities and Long-term Debt - Schedule of  HTML     79K 
                Credit Facilities and Long-term Debt (Details)                   
87: R73         Credit Facilities and Long-term Debt - Narrative    HTML    165K 
                (Details)                                                        
88: R74         Credit Facilities and Long-term Debt - Schedule of  HTML     65K 
                Annual Interest Rates (Details)                                  
89: R75         Credit Facilities and Long-term Debt - Schedule of  HTML     81K 
                Non-Recourse Notes Payable (Details)                             
90: R76         Credit Facilities and Long-term Debt- Schedule of   HTML     59K 
                Outstanding Senior Notes (Details)                               
91: R77         Credit Facilities and Long-term Debt - Schedule of  HTML     57K 
                Future Principal Payments on Long-term Debt                      
                (Details)                                                        
92: R78         Retirement Plans and Postretirement Benefits -      HTML     47K 
                Narrative (Details)                                              
93: R79         Retirement Plans and Postretirement Benefits -      HTML     41K 
                Schedule of SERP (Details)                                       
94: R80         Retirement Plans and Postretirement Benefits -      HTML     83K 
                Changes in Benefit Obligations and Plan Assets                   
                (Details)                                                        
95: R81         Retirement Plans and Postretirement Benefits -      HTML     49K 
                Schedule of Net Benefit Costs (Details)                          
96: R82         Retirement Plans and Postretirement Benefits -      HTML     43K 
                Schedule of Defined Benefit Plan, Assumptions                    
                (Details)                                                        
97: R83         Retirement Plans and Postretirement Benefits -      HTML     60K 
                Schedule of Plan Assets Investments (Details)                    
98: R84         Retirement Plans and Postretirement Benefits -      HTML     43K 
                Schedule of Allocation of Plan Assets (Details)                  
99: R85         Retirement Plans and Postretirement Benefits -      HTML     47K 
                Schedule of Expected Benefit Payments (Details)                  
100: R86         Derivative Financial Instruments (Details)          HTML     64K  
101: R87         Equity - Narrative (Details)                        HTML     52K  
102: R88         Equity - Share Repurchases Under Authorization      HTML     44K  
                (Details)                                                        
103: R89         Equity - Schedule of Share Repurchases (Details)    HTML     57K  
104: R90         Equity - Schedule of Dividends (Details)            HTML     40K  
105: R91         Share-Based Compensation Plans - Narrative          HTML     95K  
                (Details)                                                        
106: R92         Share-Based Compensation Plans - Schedule of 2009   HTML     50K  
                ESPP (Details)                                                   
107: R93         Share-Based Compensation Plans - Schedule of Stock  HTML     60K  
                Incentive Plan Activity, Restricted Stock                        
                (Details)                                                        
108: R94         Share-Based Compensation Plans - RSUs Valuation     HTML     62K  
                Assumptions (Details)                                            
109: R95         Share-Based Compensation Plans - Certain            HTML     53K  
                Information Regarding RSU Grant Vesting (Details)                
110: R96         Share-Based Compensation Plans - Schedule of        HTML     56K  
                Stock-Based Compensation Information (Details)                   
111: R97         Fair Value Measurements - Narrative (Details)       HTML     47K  
112: R98         Fair Value Measurements - Schedule of Assets and    HTML    111K  
                Liabilities Measured at Fair Value on a Recurring                
                Basis (Details)                                                  
113: R99         Income Taxes - Schedule of Income Tax Provision     HTML     63K  
                (Benefit) (Details)                                              
114: R100        Income Taxes - Narrative (Details)                  HTML     68K  
115: R101        Income Taxes - Schedule of Tax Rate Reconciliation  HTML     57K  
                (Details)                                                        
116: R102        Income Taxes - Schedule of Deferred Tax Assets and  HTML     69K  
                Liabilities (Details)                                            
117: R103        Income Taxes - Schedule of Reconciliation           HTML     40K  
                Unrecognized Tax Benefits (Details)                              
118: R104        Acquisitions - Schedule of Revenue and Operating    HTML     40K  
                Income from Acquisitions (Details)                               
119: R105        Acquisitions - Schedule of Consideration Paid       HTML     92K  
                (Details)                                                        
120: R106        Acquisitions - Narrative (Details)                  HTML     37K  
121: R107        Acquisitions - Schedule of Pro Forma Summary of     HTML     44K  
                All Acquisitions (Details)                                       
122: R108        Earnings Per Share (Details)                        HTML     68K  
123: R109        Segments - Schedule of Certain Segment Financial    HTML    102K  
                Information (Details)                                            
124: R110        Subsequent Events (Details)                         HTML     53K  
126: XML         IDEA XML File -- Filing Summary                      XML    240K  
129: XML         XBRL Instance -- lad-20231231_htm                    XML   2.99M  
125: EXCEL       IDEA Workbook of Financial Report Info              XLSX    241K  
11: EX-101.CAL  XBRL Calculations -- lad-20231231_cal                XML    362K 
12: EX-101.DEF  XBRL Definitions -- lad-20231231_def                 XML    997K 
13: EX-101.LAB  XBRL Labels -- lad-20231231_lab                      XML   2.56M 
14: EX-101.PRE  XBRL Presentations -- lad-20231231_pre               XML   1.61M 
10: EX-101.SCH  XBRL Schema -- lad-20231231                          XSD    280K 
127: JSON        XBRL Instance as JSON Data -- MetaLinks              695±  1.06M  
128: ZIP         XBRL Zipped Folder -- 0001023128-24-000032-xbrl      Zip   2.94M

‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  exhibita-lithiadoddxfran  
LITHIA MOTORS, INC. (“THE COMPANY”) DODD-FRANK COMPENSATION RECOUPMENT POLICY Adopted July 27, 2023 Purpose Lithia Motors, Inc. (the “Company”) has determined that it is in its best interest to adopt this compensation recoupment policy (this “Policy) to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), as codified by Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), and Section 303A.14 of the New York Stock Exchange Listed Company Manual. Application This Policy provides for the Company’s recoupment of certain incentive compensation paid to individuals who are, or were at any time, during the Covered Period (as defined below), executive officers as defined in Rule 10D-1(d) of the Exchange Act (each, a “Covered Executive”) in the case of certain restatements of the Company’s financial statements filed with the Securities and Exchange Commission (“SEC”) to the extent permitted by applicable law. For the avoidance of doubt, a Covered Executive may include a former executive officer that left the Company, retired, or transitioned to an employee role (including after serving as an executive officer in an interim capacity) during a Covered Period. This Policy will be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives. Administration This Policy will be administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). Any determinations made by the Committee will be final and binding on all affected individuals. Interpretation The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and the New York Stock Exchange. Recoupment In the event the Company is required to prepare an accounting restatement of any of its financial statements filed with SEC under the Exchange Act, or the Securities Act of 1933 due to

 
the Company’s material noncompliance with any financial reporting requirement under the U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error correction was recognized in the current period or left uncorrected in the current period (in each case, a “Recoupment Event”), the Committee will review all Incentive Compensation that was received by the Covered Executives in the three fiscal years immediately preceding the earlier of: (i) the date the Board, the Committee, or the officer(s) authorized to take such action if Board or Committee action is not required, concludes, or reasonably should have concluded, that the Recoupment Event has occurred or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement (the “Covered Period”). The Covered Period shall also include any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. For the avoidance of doubt, an out of period adjustment correcting immaterial errors in a prior period that is also not material to the current period is not a Recoupment Event. In connection with such review, the Committee will require that the Covered Employee promptly repay or forfeit to the Company the full amount of the excess of (1) any Incentive Compensation received, paid to, granted to, or earned or vested by the Covered Employee that was calculated based on the financial statements that were subsequently restated over (2) the amount of such Incentive Compensation to which the Covered Employee would have been entitled based on the restated financial statements. For Incentive Compensation based on (or derived from) stock price or total shareholder return where the amount of recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in the applicable restatement, the amount will be determined by the Committee based on a reasonable estimate of the effect of the restatement on the stock price or total shareholder return upon which the Incentive Compensation was received (in which case, the Company will maintain documentation of such determination of that reasonable estimate and provide such documentation to the New York Stock Exchange). For purposes of this Policy, the term “Incentive Compensation” means any compensation that is received, granted, earned, or vested (i) by an individual while they are a Covered Executive, and (ii) based wholly or in part upon the attainment of a financial reporting measure. “Financial reporting measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, and any measures that are derived wholly or in part from such measures, including stock price and total shareholder return. For the avoidance of doubt, Incentive Compensation does not include annual salary (except with respect to any salary increases earned wholly or in part based on the attainment of a financial reporting measure), bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a financial reporting measure performance goal; bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period; non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and equity awards that vest solely based on the passage of time and/or attaining one or more non-financial reporting measure.

 
For purposes of this Policy, Incentive Compensation will be deemed to have been received during the fiscal period during which the financial reporting measure specified in the compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of such fiscal period. Impracticable The Committee will recover any excess Incentive Compensation received reasonably promptly and in accordance with this Policy unless such recovery would be impracticable, as determined by the Committee or, in the absence of such a Committee, a majority of independent directors on the Board, in accordance with Rule 10D-1 of the Exchange Act and applicable securities exchange rules, and either (i) pursuing such recovery would violate home country law of the jurisdiction of incorporation of the Company where that law was adopted prior to November 28, 2022 and the Company provides an acceptable opinion of counsel to the New York Stock Exchange to that effect; (ii) the direct expense paid to a third party to assist in enforcing this Policy would exceed the recoverable Incentive Compensation and the Company has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to the New York Stock Exchange; or (iii) recovery would likely cause an otherwise tax- qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of the Internal Revenue Code of 1986, as amended. The Committee will determine, in its sole discretion, the method for recouping Incentive Compensation pursuant to this Policy. Other Recoupment Rights Any rights or remedies under this Policy are in addition to, and not in lieu of, any other rights or remedies that the Company may have pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement, and any other legal rights and remedies available to the Company, or any actions that may be imposed by law enforcement agencies, regulators, administrative bodies or other authorities. This Policy shall apply and control to the extent inconsistent with the Company’s Compensation Recoupment policy adopted in 2022 and the recoupment provisions in the Company’s Short Term Incentive Plan and those found in the Company’s equity award agreements. Amendment The Committee may amend this Policy from time to time in its discretion, and will amend this Policy as it deems necessary to reflect the regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities exchange on which the Company’s securities are then listed. Indemnification or Reimbursement

 
The Company will not indemnify or reimburse any Covered Executives against the loss of any incorrectly awarded Incentive Compensation. Effective Date This Policy will be effective as of October 2, 2023 and will apply to Incentive Compensation for which the financial reporting measure is attained after that date.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/23/24
For Period end:12/31/23
10/2/23
7/27/23144,  4
11/28/22
 List all Filings 

29 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/27/23  Lithia Motors Inc.                10-Q        9/30/23   82:134M
 4/28/23  Lithia Motors Inc.                10-Q        3/31/23   78:9.5M
 2/24/23  Lithia Motors Inc.                10-K       12/31/22  124:103M
 2/15/23  Lithia Motors Inc.                8-K:1,2,8,9 2/09/23   13:7M
11/04/22  Lithia Motors Inc.                8-K:1,2,9  11/01/22   12:56M
10/27/22  Lithia Motors Inc.                10-Q        9/30/22   87:29M
 6/08/22  Lithia Motors Inc.                8-K:1,2,9   6/02/22   13:134M
 2/18/22  Lithia Motors Inc.                10-K       12/31/21  125:16M
 7/28/21  Lithia Motors Inc.                10-Q        6/30/21   73:9.5M
 6/09/21  Lithia Motors Inc.                8-K:1,2,9   6/04/21   13:64M
 5/27/21  Lithia Motors Inc.                8-K:1,2,9   5/27/21   11:906K                                   Donnelley … Solutions/FA
 5/04/21  Lithia Motors Inc.                8-K:1,2,9   4/29/21   13:71M
 2/19/21  Lithia Motors Inc.                10-K       12/31/20  117:14M
12/22/20  Lithia Motors Inc.                8-K:5,9    12/16/20   13:226K
10/09/20  Lithia Motors Inc.                8-K:1,2,9  10/09/20   11:1M                                     Donnelley … Solutions/FA
 2/21/20  Lithia Motors Inc.                10-K       12/31/19  119:13M
12/13/19  Lithia Motors Inc.                8-K:1,2,9  12/09/19   13:2.1M                                   Donnelley … Solutions/FA
 4/25/19  Lithia Motors Inc.                8-K:3,5,9   4/25/19    4:455K
 1/25/19  Lithia Motors Inc.                8-K:1,5,9   1/21/19    3:74K
 4/29/16  Lithia Motors Inc.                10-Q        3/31/16   65:5.6M                                   RDG Filings/FA
 2/05/16  Lithia Motors Inc.                8-K:5,9     2/05/16    2:192K                                   RDG Filings/FA
 9/17/15  Lithia Motors Inc.                8-K:5,9     9/14/15    3:103K                                   RDG Filings/FA
 3/02/15  Lithia Motors Inc.                10-K       12/31/14  129:18M                                    RDG Filings/FA
 5/02/13  Lithia Motors Inc.                8-K:5,9     4/26/13    3:331K                                   RDG Filings/FA
 2/22/13  Lithia Motors Inc.                10-K       12/31/12  105:13M                                    RDG Filings/FA
 2/24/12  Lithia Motors Inc.                10-K       12/31/11   46:8.4M                                   RDG Filings/FA
 3/07/11  Lithia Motors Inc.                10-K       12/31/10   15:2.4M                                   Donnelley … Solutions/FA
 5/29/09  Lithia Motors Inc.                8-K:5,9     5/28/09    3:90K                                    Lane Powell PC/FA
 3/08/06  Lithia Motors Inc.                10-K12/31/05   14:3.2M                                   Toppan Merrill/FA
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Filing Submission 0001023128-24-000032   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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