UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date Of Report (Date Of Earliest Event Reported) February 15, 2019
 
AutoNation, Inc.
(Exact name of registrant as specified in its charter)
 
   
Delaware
 
1-13107   
 
73-1105145
(State or other jurisdiction
of incorporation)
 
(Commission     
File Number)     
 
(IRS Employer
Identification No.)
200 SW 1st Ave
Fort Lauderdale, Florida 33301
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 769-6000
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
 
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. o
 
 
 
 
 






Item 2.02
Results of Operations and Financial Condition.
On February 22, 2019 , AutoNation, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2018 . A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2019, the Board of Directors (the “Board”) of the Company appointed Carl C. Liebert III as Chief Executive Officer and President of the Company, and as a member of the Board, effective as of March 11, 2019. In accordance with the terms of his employment agreement with the Company, Mike Jackson, the current Chairman, Chief Executive Officer and President of the Company, will become the Company’s Executive Chairman (including Chairman of the Board) until December 31, 2021, and he will no longer serve as the Company’s Chief Executive Officer and President, effective as of March 11, 2019.
From August 2014 until February 2019, Mr. Liebert, age 53, served as the Executive Vice President and Chief Operating Officer of United Services Automobile Association (“USAA”), where he was responsible for USAA’s business operations functions, including USAA’s Bank, Investment, Life, Property and Casualty, Real Estate Investment Companies, and member contact functions. His responsibilities included delivering an integrated digital experience through USAA’s website, tablet, mobile devices, voice, and emerging channels. He joined USAA in May 2013 as President, USAA Capital Corporation. Prior to joining USAA, Mr. Liebert was the President and Chief Executive Officer of 24-Hour Fitness, overseeing the operations of 415 fitness clubs across the United States and Asia. Mr. Liebert also served as an Executive Vice President for The Home Depot, where he oversaw the sales, strategy, execution, future supply chain, global sourcing strategy, and operations across more than 2,000 international stores, and 250,000 employees. Mr. Liebert also held leadership roles with General Electric and Circuit City. Mr. Liebert is a former U.S. Navy Officer. He graduated from the United States Naval Academy with a Bachelor of Science in Physical Science, and he obtained his MBA from Vanderbilt University, Owen Graduate School of Management.
On February 18, 2019, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Liebert. The Employment Agreement provides that:
•
Mr. Liebert will serve as Chief Executive Officer and President of the Company, and his employment period under the agreement will commence on March 11, 2019 and continue until March 10, 2022.
•
Mr. Liebert’s annual base salary will be $1,000,000, subject to annual review and adjustment by the Compensation Committee (the “Committee”) of the Board, provided that his annual base salary may not be reduced during the employment period.
•
During the employment period, Mr. Liebert will participate in the Company’s annual bonus plan at such target award levels and upon such terms and conditions as may be established by the Committee, provided that the target award level will be no less than 150% of his then-current annual base salary.
•
Mr. Liebert will be eligible to receive an annual grant of equity-based awards during the employment period at an appropriate level as determined by the Committee, with a grant date value of no less than $5,000,000. For 2019, Mr. Liebert will be granted, as soon as reasonably practicable following his commencement date, (i) restricted stock units (“RSUs”) subject to a four-year installment vesting schedule with an aggregate grant date fair value of $3,333,330 and (ii) RSUs subject to a three-year cliff vesting schedule with an aggregate grant date fair value of $1,666,670 (clauses (i) and (ii) referred to as the “2019 RSU Awards”).
•
As soon as reasonably practicable following the commencement date, Mr. Liebert will be granted, in the form of a sign-on award, RSUs subject to a three-year installment vesting schedule with an aggregate grant date fair value of $7,500,000 (the “Sign-On Award”). Mr. Liebert will be required to hold the shares of Company common stock issuable pursuant to the Sign-On Award until the date he is in compliance with the Company’s Executive Stock Ownership Guidelines.




•
If the Company terminates Mr. Liebert’s employment without “cause” or if he resigns for “good reason” (in each case, as defined in the Employment Agreement), then, provided he is in compliance with all applicable restrictive covenants and he signs a mutually acceptable severance agreement, Mr. Liebert will be entitled to receive: (i) in equal installments over 18 months, 1.5 times the sum of his annual base salary and target annual bonus, and (ii) in a lump sum at the same time bonuses are paid to active employees generally, an amount equal to his annual bonus as determined by the Committee, pro-rated for the number of days he was employed during the applicable calendar year through the applicable termination date.
The 2019 RSU Awards and the Sign-On Award will each be subject to the terms of the AutoNation, Inc. 2017 Employee Equity and Incentive Plan and the applicable award agreements. The Employment Agreement also contains certain restrictive covenants. The Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Employment Agreement is qualified in its entirety by reference to such agreement.
Item 7.01
Regulation FD Disclosure.
On February 22, 2019, the Company issued a press release announcing Mr. Liebert’s appointment as the Company’s Chief Executive Officer and President, and as a member of the Board, effective as of March 11, 2019. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits

10.1
99.1
99.2






SIGNATURES
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 hereunto duly authorized.

 
 
 
AUTONATION, INC.
 
 
 
 
 
Date:
February 22, 2019
 
By:
/s/ C. Coleman Edmunds
 
 
 
 
C. Coleman Edmunds
 
 
 
 
Executive Vice President, General Counsel and Corporate Secretary





Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into as of February 18, 2019 by and between AutoNation, Inc. (together with its subsidiaries and affiliates, the "Company"), and Carl C. Liebert III (the "Executive").
RECITALS
WHEREAS, the Company and the Executive desire to enter into this Agreement, effective as of the date hereof, and desire to set forth herein the terms and conditions of the Executive's employment with the Company, including certain non-competition covenants applicable to the Executive.
TERMS OF AGREEMENT
In consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, the parties hereto agree as follows:
1.
Employment .
(a) Employment Period . The Executive shall commence employment on March 11, 2019 (the "Commencement Date") and shall serve as the Chief Executive Officer and President of the Company. The period during which the Executive shall serve as the Chief Executive Officer and President of the Company (the "Employment Period") pursuant to the terms of this Agreement shall commence on the Commencement Date and shall continue until the close of business on March 10, 2022, unless earlier terminated pursuant to Paragraph 2 of this Agreement.
(b) Duties and Responsibilities . During the Employment Period, the Executive shall have such authority and responsibility and perform such duties as are customary to the offices the Executive holds or as may be reasonably assigned to him from time to time at the direction of the Company's Board of Directors. During the Employment Period, the Executive's employment shall be full time and the Executive shall perform his duties honestly, diligently, competently, in good faith and in what he believes to be the best interests of the Company and shall use his best efforts to promote the interests of the Company.
(c) Base Salary . In consideration for the Executive's services hereunder and the restrictive covenants contained herein, the Executive shall be paid a base salary during the Employment Period at an annual rate of $1,000,000 (the "Salary"). The Salary will be payable in accordance with the Company's customary payroll practices and will be subject to annual review and adjustment by the Compensation Committee (the "Committee") of the Company's Board of Directors (or such other duly authorized committee or subcommittee, as applicable); provided, however, that the Salary shall not be reduced during the Employment Period.
(d) Bonus . During the Employment Period, the Executive shall participate in the Company's annual bonus plan for senior executives as in effect from time to time (the "Plan") at such target award levels and upon such terms and conditions as are determined in the discretion of the Committee (or such other duly authorized committee or subcommittee, as applicable); provided, however, that the target award level for annual bonuses under the Plan will be no less than 150% of the Executive's Salary at such time. The Company shall pay the Executive his annual bonus in respect of the 2019 fiscal year, pro-rated based on a fraction, the numerator of which shall be the number of days from the Commencement Date through December 31, 2019 and the denominator of which shall be 365, on the later of (i) the date the annual bonuses are paid to the other senior executives of the Company or (ii) within thirty (30) days following the date the Executive has established permanent residence in Broward County, Florida (the "Move Date").
(e) Benefits . During the Employment Period, the Executive shall be eligible (i) to participate in any retirement plans, insurance programs and other fringe benefit plans and programs as are from time to time established and maintained for the benefit of executives of the Company, subject to the provisions of such plans and programs, (ii) either (A) to be granted an annual vehicle allowance of $45,000, (B) to use up to two demonstrator vehicles annually, or (C) to be granted an annual vehicle allowance of $22,500 and to use one demonstrator vehicle annually, (iii) for an annual executive physical and (iv) for an annual Company match under the Company's Deferred Compensation Plan in an amount determined by the Company in its sole and absolute discretion from time to time. In addition, the Executive shall be eligible for benefits pursuant to the Company's relocation assistance policy, including the reimbursement for temporary housing in Broward County, Florida through the first anniversary of the Commencement Date.
(f) Expenses . In addition to the compensation and benefits described above, the Executive shall be reimbursed for all out-of-pocket expenses reasonably incurred by him on behalf of or in connection with the business of the Company during the Employment Period, upon delivery of receipts and pursuant to the reimbursement standards and guidelines of the




Company. Furthermore, from the Commencement Date through the Move Date, the Company shall reimburse the Executive for his business class air travel using a commercial airline to and from San Antonio, Texas to Fort Lauderdale, Florida.
(g) Equity-Based Awards . The Executive shall be eligible to receive an annual grant of equity-based awards during the Employment Period at an appropriate level as determined by the Committee (or such other duly authorized committee or subcommittee, as applicable), with a grant date value of no less than $5,000,000 (notwithstanding any negative discretion the Committee may otherwise have with respect to the grant of equity-based awards). In respect of 2019, the Executive shall be granted, as soon as reasonably practicable following the Commencement Date, the following: (i) restricted stock units subject to a four-year installment vesting schedule with an aggregate grant date fair value of $3,333,330 and (ii) performance-based restricted stock units subject to a three-year cliff vesting schedule with an aggregate grant date fair value of $1,666,670. The Executive's 2019 equity-based awards shall be subject to the terms and conditions of the 2017 Employee Equity and Incentive Plan and applicable award agreements. The Executive shall have until at least April 1, 2019 to accept such awards. To the extent feasible, administratively and otherwise, the Executive shall be permitted to satisfy any withholding amount on vesting of equity-based awards in cash rather than shares of common stock.
(h) Sign-On Award . As soon as reasonably practicable following the Commencement Date, the Executive shall be granted restricted stock units subject to a three-year installment vesting schedule with an aggregate grant date fair value of $7,500,000 (the "Sign-On Award"). The Executive shall have until at least April 1, 2019 to accept such award. The Executive shall not transfer, assign, pledge or hypothecate in any way, whether by operation of the law or otherwise (any such disposition being referred to herein as a "Transfer"), except by will or the laws of descent and distribution, the shares of Company common stock issuable pursuant to the Sign-On Award until the date the Executive is in compliance with the Company's Executive Officer Stock Ownership Guidelines, as in effect from time to time. The foregoing Transfer restrictions shall not apply to shares of common stock withheld by the Company to settle tax liabilities related to vesting of the Sign-On Award. The Sign-On Award shall be subject to the terms and conditions of the 2017 Employee Equity and Incentive Plan and applicable award agreement. To the extent feasible, administratively and otherwise, the Executive shall be permitted to satisfy any withholding amount on vesting of the Sign-On Award in cash rather than shares of common stock.
(i) Share Purchase . Within ninety (90) days following the date of this Agreement, the Executive agrees to purchase shares of common stock of the Company on the open market with an aggregate fair value of $100,000 at the time of the purchase.
2. Termination .
(a) Cause, Death and Disability . At any time during the Employment Period, the Company shall have the right to terminate the Employment Period and to discharge the Executive for "Cause" (as defined below). Upon any such termination by the Company for Cause, the Executive or his legal representatives shall be entitled to that portion of the Salary prorated through the date of termination, and the Company shall have no further obligations hereunder. "Cause" means that the Executive has: (i) breached his restrictive covenants set forth in this Agreement; (ii) failed or refused to perform his assigned duties and responsibilities to the Company in any material respect, after written notice and a reasonable opportunity to cure; (iii) willfully engaged in illegal conduct or gross misconduct in the performance of his duties to the Company; (iv) committed an act of fraud or dishonesty affecting the Company or committed an act constituting a felony; or (v) willfully violated any material Company policies (including the Code of Ethics Policy for Senior Officers) in any material respect. No act or failure to act on the part of the Executive shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith or without reasonable belief that the Executive's act or failure to act was in the best interests of the Company.
The Company acknowledges that the Executive may resign or otherwise terminate the Employment Period and his employment with the Company without Good Reason (as defined below), provided that (a) the Company shall have no further obligations hereunder from and after the end of the Employment Period in such event and the Executive's rights with respect to any equity-based awards held by him shall be as set forth in the applicable equity or other incentive plan and any award agreements and (b) the Executive shall provide reasonable written notice to the Company (in no event less than twenty (20) business days) of such resignation or termination, shall provide a reasonable transition of his duties and responsibilities with the Company and shall coordinate with the Company as to the public communication of the resignation or termination in order to ensure an orderly transition.
In addition, in the event that during the Employment Period the Executive (i) dies, the Employment Period shall automatically terminate, or (ii) is unable to perform his duties and responsibilities as provided herein, with reasonable accommodation, due to his physical or mental disability or sickness (a) for more than ninety (90) consecutive days, or one hundred (100) non-consecutive days, during any period of twelve (12) consecutive months or (b) reasonably expected to extend for greater than three (3) months, the Company may at its election terminate the Employment Period and the Executive's employment. In the case of clause (i) or clause (ii) above, the Company shall have no further obligations hereunder from and




after such termination date and the Executive's rights with respect to any equity-based awards held by him shall be as set forth in the applicable equity or other incentive plan and any award agreements.
(b) Without Cause by the Company or by Executive for Good Reason . At any time during the Employment Period, the Company shall have the right to terminate the Employment Period and to discharge the Executive without Cause effective upon delivery of 30 days’ prior written notice to the Executive. At any time during the Employment Period, the Executive shall have the right to terminate the Employment Period for Good Reason if, after delivery of written notice to the Company of his intent to terminate the Employment Period for Good Reason, the Company has not cured the circumstances constituting "Good Reason" within ten (10) business days. Upon such termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, as long as the Executive is in compliance with the provisions of Paragraphs 3 and 4 below and within sixty (60) days of termination of the Executive's employment the Executive executes a reasonable and mutually acceptable severance agreement with the Company that includes a release of the Company and a covenant of reasonable cooperation on matters Executive is involved with pertaining to the Company (a "Severance Agreement"), the Executive will be entitled to (i) in equal installments over eighteen (18) months in accordance with the Company's regular payroll practices commencing with the first administratively practical regular payroll date next following the effectiveness of the release set forth in the Severance Agreement, 1.5 times the sum of (A) the Executive's Salary as in effect on the date of the Executive's termination of employment (or if greater, as in effect prior to the event giving rise to Good Reason) and (B) the Executive's target annual bonus as in effect on the date of the Executive's termination of employment (or if greater, as in effect prior to the event giving rise to Good Reason), and (ii) in a lump sum at the same time bonuses are paid to active employees generally and as soon as reasonably practicable following the effectiveness of the release set forth in the Severance Agreement, but in no event later than March 15th of the calendar year following the calendar year that includes the date of the Executive's termination of employment, an amount equal to the Executive's annual bonus as determined by the Committee, pro-rated for the number of days the Executive was employed during the calendar year through the date of the Executive's termination of employment.
In addition, upon such termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, as long as the Executive is in compliance with the provisions of Paragraphs 3 and 4 below and the Executive executes a Severance Agreement within sixty (60) days of termination of the Executive's employment, the Company shall pay the Executive in a lump sum no later than the first administratively practical regular payroll date next following the effectiveness of the release set forth in the Severance Agreement, an amount equal to the cost of coverage under COBRA, grossed up for taxes, based on the Executive's then-current health, dental and vision elections for an eighteen (18) month period.
The Executive's rights with respect to any equity-based awards held by him shall be as set forth in the applicable equity or other incentive plan and any award agreements; except that, as to the Sign-On Award, Executive shall be deemed to be “retirement” eligible under the 2017 Employee Equity and Incentive Plan, as of the date of a termination of employment pursuant to this Paragraph 2(b).
Notwithstanding the terms of the Company's relocation assistance policy, the Executive shall not have any reimbursement obligation for relocation assistance in the event of a termination of employment pursuant to this Paragraph 2(b).
" Good Reason " means the occurrence (without the Executive's express written consent) of any one of the following acts by the Company, or failures by the Company to act:
(i) the assignment to the Executive of any duties inconsistent with the Executive's status or a substantial adverse alteration in the nature or status of the Executive's responsibilities, including, without limitation, the Executive ceasing to be Chief Executive Officer of a public company;
(ii) a reduction by the Company in the Executive's Salary;
(iii) the relocation of the Executive's principal place of employment by more than 50 miles or the Company's requiring the Executive's to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's previous business travel obligations;
(iv) the failure by the Company to pay to the Executive's any portion of the Executive's current compensation or to pay to the Executive any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due; or
(v) the failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive's total compensation, including but not limited to the Company's equity-based long term incentive




plans and annual incentive plans, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or an adverse change in the Executive's participation therein (or in such substitute or alternative plan) either in terms of the amount or timing of payment of benefits provided or the level of the Executive's participation relative to other participants.
The Executive's right to terminate his employment for Good Reason shall not be affected by his incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder; provided, that the Executive provides the Company with a written notice of termination within sixty days (60) days following the occurrence of the event constituting Good Reason. In no event shall the Executive have Good Reason to terminate employment if such act or failure to act has been cured within thirty (30) days after a notice of termination is delivered by the Executive to the Company.
(c) Upon termination of the Employment Period hereunder, at the Company's request the Executive shall resign from the Company's Board of Directors.
(d) Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), (i) no amounts shall be paid to the Executive under Paragraph 2 of this Agreement until the Executive would be considered to have incurred a separation from service from the Company within the meaning of Section 409A of the Code, and (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive's separation from service shall instead be paid within 30 days following the date that is six months following the Executive's separation from service (or death, if earlier). Each amount to be paid or benefit to be provided to the Executive pursuant to this Agreement, which constitutes deferred compensation subject to Section 409A, shall be construed as a separate identified payment for purposes of Section 409A. To the extent required to avoid accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. Notwithstanding anything herein to the contrary, in no event shall the timing of the Executive's execution of the release described in Severance Agreement, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the general release could be made in more than one taxable year, payment shall be made in the later taxable year.
3. Restrictive Covenants . The Executive hereby acknowledges that the Company is as of the date hereof engaged primarily in the sale, leasing, financing and servicing of new and used vehicles, as well as the provision of related services and products, such as the sale of parts and accessories, extended service contracts, aftermarket automotive products and collision repair services (the "Auto Business"). The Executive further acknowledges that: (i) the Company may engage in additional related businesses or in separate and distinct businesses from time to time, (ii) the Company currently engages in its businesses by means of traditional retail establishments, the Internet and otherwise and the Company may in the future engage in its businesses by alternative means, and (iii) the Executive's position with the Company is such that he will be privy to specific trade secrets, confidential information, confidential business lists, confidential records, customer goodwill, specialized training and employees, any or all of which have great and competitive value to the Company.
The Executive hereby agrees that, during the Executive's employment with the Company and for a period of one (1) year following the termination of the Executive's employment with the Company (by the Company or the Executive for any reason), the Executive shall not, directly or indirectly, anywhere in the United States (or in any other geographic area outside the United States where the Company conducts business at any time during Executive's employment with the Company):
(a) participate or engage in or own an interest in, directly or indirectly, any individual proprietorship, partnership, corporation, joint venture, trust or other form of business entity, whether as an individual proprietor, partner, joint venturer, officer, director, member, employee, consultant, independent contractor, stockholder, lender, landlord, finder, agent, broker, trustee, or in any manner whatsoever (except for an ownership interest not exceeding 1% of a publicly-traded entity), if such entity or its affiliates is engaged, directly or indirectly, in the Auto Business or any other business of the type and character engaged in or competitive with any business conducted by the Company at any time during the Executive's employment by the Company on or after the date hereof;
(b) employ, or knowingly permit any company or business directly or indirectly controlled by him to employ, any person who is known by Executive to be, or have been, employed by the Company or any subsidiary or affiliate of the Company at or within the prior six (6) months, or in any manner seek to induce any such person to leave his or her employment (including, without limitation, for or on behalf of a subsequent employer of the Executive);




(c) solicit any customers to patronize any business directly or indirectly in competition with the businesses conducted by the Company or any subsidiary or affiliate of the Company at any time during the Executive's relationship with the Company; or
(d) request or advise any Person who is a customer or vendor of the Company or any subsidiary or affiliate of the Company or its successors to withdraw, curtail or cancel any such customer's or vendor's business with any such entity.
4. Confidentiality . The Executive hereby agrees that, without the prior approval of the Company, he shall not for a period of five (5) years after his employment with the Company: (1) give any interviews or speeches, write any books or articles, make any public statements (whether through the press, at automobile trade conferences or meetings or through similar media), or make any disparaging or negative statements: (x) concerning any confidential or non-public information of or about the Company or any of its businesses or, except in a positive manner, concerning the reputation of the Company or the personal or business reputations of its directors, officers, shareholders or employees, (y) concerning any matter he has participated in while an employee of the Company, other than in a positive manner and to the extent that it would not involve disclosing any confidential or non-public information, or (z) in relation to any matter concerning the Company or any of its businesses occurring after the Employment Period, other than in a positive manner; or (2) take any action with the intent to impede, disrupt or interfere with the contracts, agreements, understandings, communications or relationships of the Company with any third party.
5. Acknowledgments of the Parties . The parties agree and acknowledge that the restrictions contained in Paragraphs 3 and 4 are reasonable in scope and duration and are necessary to protect the Company. To the extent that the restrictions contained in Paragraphs 3 and 4 are inconsistent with any similar provision in any restrictive covenants and confidentiality agreement entered into in connection with any equity award, the terms of this provision are intended to and shall control, notwithstanding the fact that the terms of any such other agreement may be broader in scope or indicate that such other agreement shall control. If any provision of Paragraphs 3 or 4 as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other circumstances or the validity or enforceability of any other provisions of this Agreement. If any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and/or to delete specific words or phrases and in its reduced form, such provision shall then be enforceable and shall be enforced. The Executive agrees and acknowledges that the breach of Paragraph 3 or 4 will cause irreparable injury to the Company, and upon breach of any provision of such Paragraphs, the Company shall be entitled to injunctive relief, specific performance or other equitable relief, provided, however, that such remedies shall in no way limit any other remedies which the Company may have (including, without limitation, the right to seek monetary damages). Furthermore, the severance pay and severance benefits which are being paid or are being provided to the Executive pursuant to Paragraph 2(b) of this Agreement shall immediately cease (provided that the Executive shall be entitled to receive and retain at least one thousand dollars ($1,000) of severance payments and benefits) and not be resumed in the event that the Executive (i) is in material breach of any such confidential information, non-solicitation or non-competition covenant, or any other restrictive covenant agreement with the Company or any Subsidiary, including Paragraphs 3 and 4 of this Agreement (collectively, the "Restrictive Covenants") or (ii) would be in material breach of the Restrictive Covenants had such Restrictive Covenants been in effect through the eighteen (18) month period following the date of the Executive's termination of employment. In the event that Executive violates any agreement or policy which would give rise to the forfeiture of any equity award, under any restrictive covenants and confidentiality agreement entered into in connection with such equity award, any such violation must be material (as determined by the Company in its reasonable discretion) in order for any forfeiture to occur, notwithstanding that such restrictive covenants and confidentiality agreement does not contain a materiality qualifier.
6. Notices . All notices, requests, demands, claims or other communications hereunder shall be in writing and shall be deemed given if delivered by certified or registered mail (first class postage pre-paid), hand delivery, guaranteed overnight delivery or email or facsimile transmission, if such transmission is confirmed by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such party shall designate in writing to the other parties):
To the Company:
AutoNation, Inc.
200 SW 1st Ave, Ste 1600
Fort Lauderdale, Florida 33301
Attention: General Counsel
Email: edmundsc@autonation.com
Telecopy: (954) 769-6340




To Executive:
Carl C. Liebert III
[Address omitted]    
7. Amendment, Waiver, Remedies . This Agreement may not be modified, amended, supplemented, extended, canceled or discharged, except by written instrument executed by all parties. No failure to exercise, and no delay in exercising, any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or in equity, that they may have against each other.
8. Assignment . This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by him. The Company may assign its rights, together with its obligations hereunder, to any of its affiliates or subsidiaries, or any successor thereto.
9. Severability; Survival; Term . In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then such unenforceable provision shall be deemed modified so as to be enforceable (or if not subject to modification then eliminated herefrom) for the purpose of those procedures to the extent necessary to permit the remaining provisions to be enforced. The provisions of this Agreement (other than Paragraph 1 and, except for obligations in Paragraph 2 resulting from a termination of the Employment Period, Paragraph 2) will survive the termination for any reason of the Employment Period and Executive's relationship with the Company. If the Employment Period has not been terminated in accordance with Paragraph 2 of this Agreement prior to March 10, 2022, (i) the respective obligations of the parties under Paragraphs 1 and 2 hereof shall terminate on March 10, 2022, and (ii) the provisions of Paragraphs 3-11 under this Agreement shall survive.
10. Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.
11. Governing Law . This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Florida applicable to contracts executed and to be wholly performed within such State.
12. Agency . Nothing herein shall imply or shall be deemed to imply an agency relationship between the Executive and the Company.
* * * *




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

AUTONATION, INC., a Delaware corporation
/s/ Mike Jackson
Chairman, CEO and President


/s/ Carl C. Liebert III
Carl C. Liebert III

                            
                            
 







Exhibit 99.1
 
ANLOGOBLUEPINKA04.JPG
 
 
 
Contact: Marc Cannon
(954) 769-3146
cannonm@autonation.com
 
Robert Quartaro
(954) 769-7342
quartaror@autonation.com
AutoNation Reports 2018 Fourth Quarter and Full Year Results
AutoNation Implements Restructuring and Cost Savings Plan
 
•
EPS from continuing operations was $1.02 , and total revenue was $5.4 billion
•
AutoNation incurred approximately $0.08 per share, or $9 million, in restructuring-related charges during the fourth quarter of 2018
•
The tax reform bill positively impacted fourth quarter 2017 net income from continuing operations by $41 million, or $0.45 per share
•
AutoNation implements corporate and regional restructuring and cost savings plan expected to reduce costs by approximately $50 million annually
FORT LAUDERDALE, Fla., ( February 22, 2019 ) —AutoNation, Inc. (NYSE: AN), America’s largest automotive retailer, today reported fourth quarter 2018 net income from continuing operations of $93 million , or $1.02 per share. Restructuring-related charges of $0.08 per share, or approximately $9 million, were incurred during the fourth quarter of 2018. Fourth quarter 2017 net income from continuing operations totaled $152 million , or $1.64 per share. Fourth quarter 2017 EPS from continuing operations included a benefit of $0.45 per share due to the enactment of the federal tax reform bill.

Fourth Quarter Results
Fourth quarter 2018 revenue totaled $5.4 billion compared to $5.7 billion in the year-ago period. Same-store fourth quarter 2018 revenue totaled $5.3 billion compared to $5.5 billion in the year-ago period, a decrease of 4% . Same-store fourth quarter 2018 gross profit of $832 million decreased by 2% compared to $846 million in the year-ago period. Same-store Customer Financial Services gross profit per vehicle retailed was an all-time record of $1,851 .

Restructuring and Cost Savings Plan
AutoNation previously announced a cost savings plan and a corporate and regional restructuring to improve efficiency and profitability that further positions the Company for long-term success. The Company’s plan to reduce costs by approximately $50 million annually includes a reorganization and realignment of its operating structure. A key driver is the consolidation of its regional structure from three regions to two regions. As noted above, AutoNation incurred restructuring-related charges in connection with this plan during the fourth quarter 2018. The Company expects to incur additional restructuring-related charges in the first quarter of 2019 that are currently estimated to be lower than the charges incurred during the fourth quarter of 2018.
Segment Results
Segment results (1) for the fourth quarter 2018 were as follows:

•
Domestic – Domestic segment income (2) was $55 million compared to year-ago segment income of $67 million , a decrease of 18% .
•
Import – Import segment income (2) was $69 million compared to year-ago segment income of $75 million , a decrease of 9% .
•
Premium Luxury – Premium Luxury segment income (2) was $91 million compared to year-ago segment income of $106 million , a decrease of 13% .

For the full year ended December 31, 2018 , AutoNation reported net income from continuing operations of $396 million , or $4.34 per share, compared to net income from continuing operations of $435 million , or $4.43 per share, for the same period in the prior year. AutoNation’s revenue for full year 2018 totaled $21.4 billion , which was down slightly compared to $21.5 billion for the same period in the prior year.




The fourth quarter conference call may be accessed by telephone at (888) 769-8515 (password: AutoNation) at 11:00 a.m. Eastern Time today or on AutoNation’s investor relations website at http://investors.autonation.com.
The webcast will also be available on AutoNation’s website under “Events & Presentations” following the call. A playback of the conference call will be available after 1:00 p.m. Eastern Time on February 22, 2019, through March 15, 2019, by calling (866) 505-9252 (passcode: 8698).
   
(1)  
AutoNation has three operating segments: Domestic, Import, and Premium Luxury. The Domestic segment is comprised of stores that sell vehicles manufactured by General Motors, Ford, and FCA US; the Import segment is comprised of stores that sell vehicles manufactured primarily by Toyota, Honda, Nissan, and Hyundai; and the Premium Luxury segment is comprised of stores that sell vehicles manufactured primarily by Mercedes-Benz, BMW, Lexus, and Audi.
(2)  
Segment income represents income for each of our reportable segments and is defined as operating income less floorplan interest expense.
About AutoNation, Inc.
AutoNation, America’s largest automotive retailer, is transforming the automotive industry through its bold leadership, innovation, and comprehensive brand extensions. As of December 31, 2018 , AutoNation owned and operated over 325 locations from coast to coast. AutoNation has sold 12 million vehicles, the first automotive retailer to reach this milestone. AutoNation’s success is driven by a commitment to delivering a peerless experience through customer-focused sales and service processes. Through its DRV PNK initiative, AutoNation is committed to drive out cancer, create awareness and support critical research. AutoNation continues to be a proud supporter of the Breast Cancer Research Foundation and other cancer-related charities.
Please visit investors.autonation.com, www.autonation.com, www.autonationdrive.com, www.twitter.com/autonation, www.twitter.com/CEOMikeJackson, www.facebook.com/autonation, and www.facebook.com/CEOMikeJackson, where AutoNation discloses additional information about the Company, its business, and its results of operations.

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “continues,” “may,” “will,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements regarding our strategic initiatives, partnerships, or investments, including our brand extension strategies, and expectations for restructuring and cost savings plan, future results and the future performance of our franchises (including with respect to sales of used vehicles and parts and accessories) and the automotive retail industry, as well as other statements that describe our objectives, goals, or plans are forward-looking statements. Our forward-looking statements reflect our current expectations concerning future results and events, and they involve known and unknown risks, uncertainties and other factors that are difficult to predict and may cause our actual results, performance or achievements to be materially different from any future results, performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: economic conditions, including changes in interest rates, fuel prices, and tariffs; new and used vehicle margins; the success and financial viability and the incentive and marketing programs of vehicle manufacturers and distributors with which we hold franchises; our ability to successfully implement, and customer adoption of, our brand extension strategies; our ability to identify, acquire, and build out suitable locations in a timely manner; our ability to maintain and enhance our retail brands and reputation and to attract consumers to our own digital channels; our ability to integrate successfully acquired and awarded franchises and to attain planned sales volumes within our expected time frames; restrictions imposed by vehicle manufacturers and our ability to obtain manufacturer approval for acquisitions; natural disasters and other adverse weather events; the resolution of legal and administrative proceedings; regulatory factors affecting our business, including fuel economy requirements; the announcement of safety recalls; factors affecting our goodwill and other intangible asset impairment testing; and other factors described in our news releases and filings made under the securities laws, including, among others, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Forward-looking statements contained in this news release speak only as of the date of this news release, and we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances.









AUTONATION, INC.
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS
(In millions, except per share data)
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 
 
 
 
 
 
New vehicle
$
3,066.6

 
$
3,345.3

 
$
11,751.6

 
$
12,180.8

Used vehicle
1,212.4

 
1,208.1

 
5,123.3

 
4,878.4

Parts and service
868.0

 
854.1

 
3,447.6

 
3,398.3

Finance and insurance, net
245.4

 
247.2

 
981.4

 
939.2

Other
19.3

 
28.8

 
108.9

 
137.9

Total revenue
5,411.7

 
5,683.5

 
21,412.8

 
21,534.6

Cost of sales:
 
 
 
 
 
 
 
New vehicle
2,930.4

 
3,184.2

 
11,235.5

 
11,592.4

Used vehicle
1,138.7

 
1,130.1

 
4,781.6

 
4,563.2

Parts and service
476.1

 
479.4

 
1,892.3

 
1,907.6

Other
18.6

 
22.6

 
106.1

 
112.4

Total cost of sales
4,563.8

 
4,816.3

 
18,015.5

 
18,175.6

Gross profit
847.9

 
867.2

 
3,397.3

 
3,359.0

Selling, general, and administrative expenses
631.5

 
622.1

 
2,509.8

 
2,436.2

Depreciation and amortization
42.2

 
40.6

 
166.2

 
158.6

Franchise rights impairment
—

 
—

 
8.1

 
—

Other income, net
(23.1
)
 
(24.8
)
 
(64.7
)
 
(79.2
)
Operating income
197.3

 
229.3

 
777.9

 
843.4

Non-operating income (expense) items:
 
 
 
 
 
 
 
Floorplan interest expense
(37.0
)
 
(26.3
)
 
(130.4
)
 
(97.0
)
Other interest expense
(29.0
)
 
(32.2
)
 
(119.4
)
 
(120.2
)
Interest income
0.3

 
0.2

 
1.1

 
1.0

Other income (loss), net
(3.1
)
 
2.9

 
0.2

 
9.3

Income from continuing operations before income taxes
128.5

 
173.9

 
529.4

 
636.5

Income tax provision
35.6

 
22.4

 
133.5

 
201.5

Net income from continuing operations
92.9

 
151.5

 
395.9

 
435.0

Income (loss) from discontinued operations, net of income taxes
(0.2
)
 
(0.2
)
 
0.1

 
(0.4
)
Net income
$
92.7

 
$
151.3

 
$
396.0

 
$
434.6

Diluted earnings (loss) per share*:
 
 
 
 
 
 
 
Continuing operations
$
1.02

 
$
1.64

 
$
4.34

 
$
4.43

Discontinued operations
$
—

 
$
—

 
$
—

 
$
—

Net income
$
1.02

 
$
1.64

 
$
4.34

 
$
4.43

Weighted average common shares outstanding
90.7

 
92.3

 
91.3

 
98.2

Common shares outstanding, net of treasury stock, at period end
90.0

 
91.6

 
90.0

 
91.6


*
Earnings per share amounts are calculated discretely and therefore may not add up to the total due to rounding.




AUTONATION, INC.
UNAUDITED SUPPLEMENTARY DATA
($ in millions, except per vehicle data)
Operating Highlights
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018
 
2017
 
$ Variance
 
% Variance
 
2018
 
2017
 
$ Variance
 
% Variance
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
 
$
3,066.6

 
$
3,345.3

 
$
(278.7
)
 
(8.3
)
 
$
11,751.6

 
$
12,180.8

 
$
(429.2
)
 
(3.5
)
Retail used vehicle
 
1,141.5

 
1,138.4

 
3.1

 
0.3

 
4,807.6

 
4,577.1

 
230.5

 
5.0

Wholesale
 
70.9

 
69.7

 
1.2

 
1.7

 
315.7

 
301.3

 
14.4

 
4.8

Used vehicle
 
1,212.4

 
1,208.1

 
4.3

 
0.4

 
5,123.3

 
4,878.4

 
244.9

 
5.0

Finance and insurance, net
 
245.4

 
247.2

 
(1.8
)
 
(0.7
)
 
981.4

 
939.2

 
42.2

 
4.5

Total variable operations
 
4,524.4

 
4,800.6

 
(276.2
)
 
(5.8
)
 
17,856.3

 
17,998.4

 
(142.1
)
 
(0.8
)
Parts and service
 
868.0

 
854.1

 
13.9

 
1.6

 
3,447.6

 
3,398.3

 
49.3

 
1.5

Other
 
19.3

 
28.8

 
(9.5
)
 
 
 
108.9

 
137.9

 
(29.0
)
 
 
Total revenue
 
$
5,411.7

 
$
5,683.5

 
$
(271.8
)
 
(4.8
)
 
$
21,412.8

 
$
21,534.6

 
$
(121.8
)
 
(0.6
)
Gross profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
 
$
136.2

 
$
161.1

 
$
(24.9
)
 
(15.5
)
 
$
516.1

 
$
588.4

 
$
(72.3
)
 
(12.3
)
Retail used vehicle
 
71.2

 
75.2

 
(4.0
)
 
(5.3
)
 
327.6

 
308.0

 
19.6

 
6.4

Wholesale
 
2.5

 
2.8

 
(0.3
)
 
 
 
14.1

 
7.2

 
6.9

 
 
Used vehicle
 
73.7

 
78.0

 
(4.3
)
 
(5.5
)
 
341.7

 
315.2

 
26.5

 
8.4

Finance and insurance
 
245.4

 
247.2

 
(1.8
)
 
(0.7
)
 
981.4

 
939.2

 
42.2

 
4.5

Total variable operations
 
455.3

 
486.3

 
(31.0
)
 
(6.4
)
 
1,839.2

 
1,842.8

 
(3.6
)
 
(0.2
)
Parts and service
 
391.9

 
374.7

 
17.2

 
4.6

 
1,555.3

 
1,490.7

 
64.6

 
4.3

Other
 
0.7

 
6.2

 
(5.5
)
 
 
 
2.8

 
25.5

 
(22.7
)
 
 
Total gross profit
 
847.9

 
867.2

 
(19.3
)
 
(2.2
)
 
3,397.3

 
3,359.0

 
38.3

 
1.1

Selling, general, and administrative expenses
 
631.5

 
622.1

 
(9.4
)
 
(1.5
)
 
2,509.8

 
2,436.2

 
(73.6
)
 
(3.0
)
Depreciation and amortization
 
42.2

 
40.6

 
(1.6
)
 
 
 
166.2

 
158.6

 
(7.6
)
 
 
Franchise rights impairment
 
—

 
—

 
—

 
 
 
8.1

 
—

 
(8.1
)
 
 
Other income, net
 
(23.1
)
 
(24.8
)
 
(1.7
)
 
 
 
(64.7
)
 
(79.2
)
 
(14.5
)
 
 
Operating income
 
197.3

 
229.3

 
(32.0
)
 
(14.0
)
 
777.9

 
843.4

 
(65.5
)
 
(7.8
)
Non-operating income (expense) items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Floorplan interest expense
 
(37.0
)
 
(26.3
)
 
(10.7
)
 
 
 
(130.4
)
 
(97.0
)
 
(33.4
)
 
 
Other interest expense
 
(29.0
)
 
(32.2
)
 
3.2

 
 
 
(119.4
)
 
(120.2
)
 
0.8

 
 
Interest income
 
0.3

 
0.2

 
0.1

 
 
 
1.1

 
1.0

 
0.1

 
 
Other income (loss), net
 
(3.1
)
 
2.9

 
(6.0
)
 
 
 
0.2

 
9.3

 
(9.1
)
 
 
Income from continuing operations before income taxes
 
$
128.5

 
$
173.9

 
$
(45.4
)
 
(26.1
)
 
$
529.4

 
$
636.5

 
$
(107.1
)
 
(16.8
)
Retail vehicle unit sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
78,370

 
87,234

 
(8,864
)
 
(10.2
)
 
310,839

 
329,116

 
(18,277
)
 
(5.6
)
Used
 
54,985

 
55,944

 
(959
)
 
(1.7
)
 
237,722

 
234,148

 
3,574

 
1.5

 
 
133,355

 
143,178

 
(9,823
)
 
(6.9
)
 
548,561

 
563,264

 
(14,703
)
 
(2.6
)
Revenue per vehicle retailed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
$
39,130

 
$
38,349

 
$
781

 
2.0

 
$
37,806

 
$
37,011

 
$
795

 
2.1

Used
 
$
20,760

 
$
20,349

 
$
411

 
2.0

 
$
20,224

 
$
19,548

 
$
676

 
3.5

Gross profit per vehicle retailed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
$
1,738

 
$
1,847

 
$
(109
)
 
(5.9
)
 
$
1,660

 
$
1,788

 
$
(128
)
 
(7.2
)
Used
 
$
1,295

 
$
1,344

 
$
(49
)
 
(3.6
)
 
$
1,378

 
$
1,315

 
$
63

 
4.8

Finance and insurance
 
$
1,840

 
$
1,727

 
$
113

 
6.5

 
$
1,789

 
$
1,667

 
$
122

 
7.3

Total variable operations (1)
 
$
3,395

 
$
3,377

 
$
18

 
0.5

 
$
3,327

 
$
3,259

 
$
68

 
2.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Total variable operations gross profit per vehicle retailed is calculated by dividing the sum of new vehicle, retail used vehicle, and finance and insurance gross profit by total retail vehicle unit sales.
 




Operating Percentages
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018 (%)
 
2017 (%)
 
2018 (%)
 
2017 (%)
Revenue mix percentages:
 
 
 
 
 
 
 
 
New vehicle
 
56.7
 
58.9
 
54.9
 
56.6
Used vehicle
 
22.4
 
21.3
 
23.9
 
22.7
Parts and service
 
16.0
 
15.0
 
16.1
 
15.8
Finance and insurance, net
 
4.5
 
4.3
 
4.6
 
4.4
Other
 
0.4
 
0.5
 
0.5
 
0.5
 
 
100.0
 
100.0
 
100.0
 
100.0
Gross profit mix percentages:
 
 
 
 
 
 
 
 
New vehicle
 
16.1
 
18.6
 
15.2
 
17.5
Used vehicle
 
8.7
 
9.0
 
10.1
 
9.4
Parts and service
 
46.2
 
43.2
 
45.8
 
44.4
Finance and insurance
 
28.9
 
28.5
 
28.9
 
28.0
Other
 
0.1
 
0.7
 
—
 
0.7
 
 
100.0
 
100.0
 
100.0
 
100.0
Operating items as a percentage of revenue:
 
 
 
 
 
 
 
 
Gross profit:
 
 
 
 
 
 
 
 
New vehicle
 
4.4
 
4.8
 
4.4
 
4.8
Used vehicle - retail
 
6.2
 
6.6
 
6.8
 
6.7
Parts and service
 
45.1
 
43.9
 
45.1
 
43.9
Total
 
15.7
 
15.3
 
15.9
 
15.6
Selling, general, and administrative expenses
 
11.7
 
10.9
 
11.7
 
11.3
Operating income
 
3.6
 
4.0
 
3.6
 
3.9
Operating items as a percentage of total gross profit:
 
 
 
 
 
 
 
 
Selling, general, and administrative expenses
 
74.5
 
71.7
 
73.9
 
72.5
Operating income
 
23.3
 
26.4
 
22.9
 
25.1







AUTONATION, INC.
UNAUDITED SUPPLEMENTARY DATA
($ in millions)
 
Segment Operating Highlights
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018
 
2017
 
$ Variance
 
% Variance
 
2018
 
2017
 
$ Variance
 
% Variance
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
1,745.0

 
$
1,895.1

 
$
(150.1
)
 
(7.9
)
 
$
7,134.5

 
$
7,452.8

 
$
(318.3
)
 
(4.3
)
Import
 
1,646.2

 
1,749.9

 
(103.7
)
 
(5.9
)
 
6,786.4

 
6,873.4

 
(87.0
)
 
(1.3
)
Premium luxury
 
1,894.1

 
1,937.8

 
(43.7
)
 
(2.3
)
 
7,010.9

 
6,832.7

 
178.2

 
2.6

Total
 
5,285.3

 
5,582.8

 
(297.5
)
 
(5.3
)
 
20,931.8

 
21,158.9

 
(227.1
)
 
(1.1
)
Corporate and other
 
126.4

 
100.7

 
25.7

 
25.5

 
481.0

 
375.7

 
105.3

 
28.0

Total consolidated revenue
 
$
5,411.7

 
$
5,683.5

 
$
(271.8
)
 
(4.8
)
 
$
21,412.8

 
$
21,534.6

 
$
(121.8
)
 
(0.6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment income*:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
$
54.7

 
$
66.6

 
$
(11.9
)
 
(17.9
)
 
$
249.3

 
$
257.1

 
$
(7.8
)
 
(3.0
)
Import
 
68.5

 
75.2

 
(6.7
)
 
(8.9
)
 
304.7

 
303.1

 
1.6

 
0.5

Premium luxury
 
91.4

 
105.5

 
(14.1
)
 
(13.4
)
 
340.9

 
348.8

 
(7.9
)
 
(2.3
)
Total
 
214.6

 
247.3

 
(32.7
)
 
(13.2
)
 
894.9

 
909.0

 
(14.1
)
 
(1.6
)
Corporate and other
 
(54.3
)
 
(44.3
)
 
(10.0
)
 
 
 
(247.4
)
 
(162.6
)
 
(84.8
)
 
 
Add: Floorplan interest expense
 
37.0

 
26.3

 
10.7

 
 
 
130.4

 
97.0

 
33.4

 
 
Operating income
 
$
197.3

 
$
229.3

 
$
(32.0
)
 
(14.0
)
 
$
777.9

 
$
843.4

 
$
(65.5
)
 
(7.8
)
* Segment income represents income for each of our reportable segments and is defined as operating income less floorplan interest expense.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail new vehicle unit sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Domestic
 
25,144

 
28,263

 
(3,119
)
 
(11.0
)
 
102,015

 
111,028

 
(9,013
)
 
(8.1
)
Import
 
34,780

 
38,641

 
(3,861
)
 
(10.0
)
 
142,556

 
150,422

 
(7,866
)
 
(5.2
)
Premium luxury
 
18,446

 
20,330

 
(1,884
)
 
(9.3
)
 
66,268

 
67,666

 
(1,398
)
 
(2.1
)
 
 
78,370

 
87,234

 
(8,864
)
 
(10.2
)
 
310,839

 
329,116

 
(18,277
)
 
(5.6
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brand Mix - Retail New Vehicle Units Sold
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
 
 
2018 (%)
 
2017 (%)
 
2018 (%)
 
2017 (%)
 
Domestic:
 
 
 
 
 
 
 
 
 
Ford, Lincoln
 
11.5

 
13.0

 
12.2

 
13.6

 
Chevrolet, Buick, Cadillac, GMC
 
11.4

 
11.1

 
11.1

 
10.7

 
Chrysler, Dodge, Jeep, Ram
 
9.2

 
8.3

 
9.5

 
9.4

 
Domestic total
 
32.1

 
32.4

 
32.8

 
33.7

 
Import:
 
 
 
 
 
 
 
 
 
Toyota
 
19.0

 
17.9

 
19.4

 
18.6

 
Honda
 
13.1

 
12.9

 
13.7

 
13.1

 
Nissan
 
4.5

 
6.6

 
5.3

 
6.8

 
Other Import
 
7.8

 
6.9

 
7.5

 
7.2

 
Import total
 
44.4

 
44.3

 
45.9

 
45.7

 
Premium Luxury:
 
 
 
 
 
 
 
 
 
Mercedes-Benz
 
8.8

 
9.5

 
8.0

 
8.1

 
BMW
 
6.2

 
5.4

 
5.2

 
4.7

 
Lexus
 
2.5

 
2.7

 
2.3

 
2.6

 
Audi
 
2.2

 
2.6

 
2.3

 
2.4

 
Jaguar Land Rover
 
2.2

 
1.7

 
2.0

 
1.6

 
Other Premium Luxury
 
1.6

 
1.4

 
1.5

 
1.2

 
Premium Luxury total
 
23.5

 
23.3

 
21.3

 
20.6

 
 
 
100.0

 
100.0

 
100.0

 
100.0

 
.




AUTONATION, INC.
UNAUDITED SUPPLEMENTARY DATA, Continued
($ in millions)
 
Capital Expenditures / Stock Repurchases
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018
 
2017
 
2018
 
2017
Capital expenditures (1)
 
$
122.0

 
$
108.3

 
$
393.6

 
$
332.9

Cash paid (received) for acquisitions, net of cash acquired (2)
 
$
(0.7
)
 
$
20.0

 
$
67.2

 
$
76.8

Proceeds from exercises of stock options
 
$
1.8

 
$
15.0

 
$
17.8

 
$
39.7

Stock repurchases:
 
 
 
 
 
 
 
 
Aggregate purchase price
 
$
—

 
$
—

 
$
100.0

 
$
434.9

Shares repurchased (in millions)
 
—

 
—

 
2.1

 
10.1

 
Floorplan Assistance and Expense
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018
 
2017
 
Variance
 
2018
 
2017
 
Variance
Floorplan assistance earned (included in cost of sales)
 
$
30.7

 
$
33.4

 
$
(2.7
)
 
$
117.9

 
$
122.1

 
$
(4.2
)
New vehicle floorplan interest expense
 
(34.5
)
 
(24.1
)
 
(10.4
)
 
(121.7
)
 
(90.4
)
 
(31.3
)
Net new vehicle inventory carrying benefit (cost)
 
$
(3.8
)
 
$
9.3

 
$
(13.1
)
 
$
(3.8
)
 
$
31.7

 
$
(35.5
)
 
Balance Sheet and Other Highlights
 
December 31, 2018
 
December 31, 2017
Cash and cash equivalents
 
$
48.6

 
$
69.2

Inventory
 
$
3,650.5

 
$
3,365.6

Total floorplan notes payable
 
$
3,997.7

 
$
3,806.9

Non-vehicle debt
 
$
2,600.5

 
$
2,703.7

Equity
 
$
2,716.0

 
$
2,369.3

New days supply (industry standard of selling days)
 
60 days

 
53 days

Used days supply (trailing calendar month days)
 
42 days

 
43 days

 
 
Key Credit Agreement Covenant Compliance Calculations   (3)
 
 
Leverage ratio
 
3.06
x
Covenant
less than or equal to
3.75
x
 
Capitalization ratio
 
60.6
%
Covenant
less than or equal to
70.0
%
 
(1)
Includes accrued construction in progress and excludes property associated with capital leases entered into during the period.
(2)  
Excludes capital leases and deferred purchase price commitments.
(3)  
Calculated in accordance with our credit agreement as filed with the SEC.







AUTONATION, INC.
UNAUDITED SAME STORE DATA
($ in millions, except per vehicle data)
 
Operating Highlights
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018
 
2017
 
$ 
Variance
 
% 
Variance
 
2018
 
2017
 
$ 
Variance
 
% 
Variance
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
 
$
3,023.1

 
$
3,250.5

 
$
(227.4
)
 
(7.0
)
 
$
11,519.8

 
$
11,761.3

 
$
(241.5
)
 
(2.1
)
Retail used vehicle
 
1,111.7

 
1,103.1

 
8.6

 
0.8

 
4,649.6

 
4,397.8

 
251.8

 
5.7

Wholesale
 
68.9

 
67.0

 
1.9

 
2.8

 
302.0

 
288.9

 
13.1

 
4.5

Used vehicle
 
1,180.6

 
1,170.1

 
10.5

 
0.9

 
4,951.6

 
4,686.7

 
264.9

 
5.7

Finance and insurance, net
 
242.5

 
241.4

 
1.1

 
0.5

 
964.4

 
911.7

 
52.7

 
5.8

Total variable operations
 
4,446.2

 
4,662.0

 
(215.8
)
 
(4.6
)
 
17,435.8

 
17,359.7

 
76.1

 
0.4

Parts and service
 
847.3

 
831.7

 
15.6

 
1.9

 
3,354.9

 
3,288.7

 
66.2

 
2.0

Other
 
19.3

 
28.4

 
(9.1
)
 
 
 
108.7

 
136.9

 
(28.2
)
 
 
Total revenue
 
$
5,312.8

 
$
5,522.1

 
$
(209.3
)
 
(3.8
)
 
$
20,899.4

 
$
20,785.3

 
$
114.1

 
0.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
 
$
134.4

 
$
158.2

 
$
(23.8
)
 
(15.0
)
 
$
506.5

 
$
573.4

 
$
(66.9
)
 
(11.7
)
Retail used vehicle
 
69.8

 
73.1

 
(3.3
)
 
(4.5
)
 
319.5

 
296.7

 
22.8

 
7.7

Wholesale
 
2.0

 
2.9

 
(0.9
)
 
 
 
8.1

 
7.6

 
0.5

 
 
Used vehicle
 
71.8

 
76.0

 
(4.2
)
 
(5.5
)
 
327.6

 
304.3

 
23.3

 
7.7

Finance and insurance
 
242.5

 
241.4

 
1.1

 
0.5

 
964.4

 
911.7

 
52.7

 
5.8

Total variable operations
 
448.7

 
475.6

 
(26.9
)
 
(5.7
)
 
1,798.5

 
1,789.4

 
9.1

 
0.5

Parts and service
 
382.8

 
364.5

 
18.3

 
5.0

 
1,513.3

 
1,441.9

 
71.4

 
5.0

Other
 
0.7

 
6.1

 
(5.4
)
 
 
 
2.8

 
25.3

 
(22.5
)
 
 
Total gross profit
 
$
832.2

 
$
846.2

 
$
(14.0
)
 
(1.7
)
 
$
3,314.6

 
$
3,256.6

 
$
58.0

 
1.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail vehicle unit sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
77,511

 
84,655

 
(7,144
)
 
(8.4
)
 
305,615

 
316,914

 
(11,299
)
 
(3.6
)
Used
 
53,496

 
54,019

 
(523
)
 
(1.0
)
 
229,379

 
223,559

 
5,820

 
2.6

 
 
131,007

 
138,674

 
(7,667
)
 
(5.5
)
 
534,994

 
540,473

 
(5,479
)
 
(1.0
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue per vehicle retailed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
$
39,002

 
$
38,397

 
$
605

 
1.6

 
$
37,694

 
$
37,112

 
$
582

 
1.6

Used
 
$
20,781

 
$
20,421

 
$
360

 
1.8

 
$
20,270

 
$
19,672

 
$
598

 
3.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per vehicle retailed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
$
1,734

 
$
1,869

 
$
(135
)
 
(7.2
)
 
$
1,657

 
$
1,809

 
$
(152
)
 
(8.4
)
Used
 
$
1,305

 
$
1,353

 
$
(48
)
 
(3.5
)
 
$
1,393

 
$
1,327

 
$
66

 
5.0

Finance and insurance
 
$
1,851

 
$
1,741

 
$
110

 
6.3

 
$
1,803

 
$
1,687

 
$
116

 
6.9

Total variable operations (1)
 
$
3,410

 
$
3,409

 
$
1

 
—

 
$
3,347

 
$
3,297

 
$
50

 
1.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)  Total variable operations gross profit per vehicle retailed is calculated by dividing the sum of new vehicle, retail used vehicle, and finance and insurance gross profit by total retail vehicle unit sales.
 





Operating Percentages
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018 (%)
 
2017 (%)
 
2018 (%)
 
2017 (%)
Revenue mix percentages:
 
 
 
 
 
 
 
 
New vehicle
 
56.9
 
58.9
 
55.1
 
56.6
Used vehicle
 
22.2
 
21.2
 
23.7
 
22.5
Parts and service
 
15.9
 
15.1
 
16.1
 
15.8
Finance and insurance, net
 
4.6
 
4.4
 
4.6
 
4.4
Other
 
0.4
 
0.4
 
0.5
 
0.7
 
 
100.0
 
100.0
 
100.0
 
100.0
Gross profit mix percentages:
 
 
 
 
 
 
 
 
New vehicle
 
16.1
 
18.7
 
15.3
 
17.6
Used vehicle
 
8.6
 
9.0
 
9.9
 
9.3
Parts and service
 
46.0
 
43.1
 
45.7
 
44.3
Finance and insurance
 
29.1
 
28.5
 
29.1
 
28.0
Other
 
0.2
 
0.7
 
—
 
0.8
 
 
100.0
 
100.0
 
100.0
 
100.0
Operating items as a percentage of revenue:
 
 
 
 
 
 
 
 
Gross profit:
 
 
 
 
 
 
 
 
New vehicle
 
4.4
 
4.9
 
4.4
 
4.9
Used vehicle - retail
 
6.3
 
6.6
 
6.9
 
6.7
Parts and service
 
45.2
 
43.8
 
45.1
 
43.8
Total
 
15.7
 
15.3
 
15.9
 
15.7





Exhibit 99.2

ANLOGOBLUEPINKA04.JPG
 
 
 
Contact: Marc Cannon
(954) 769-3146
cannonm@autonation.com
 
Robert Quartaro
(954) 769-7342
quartaror@autonation.com
AutoNation Names Carl Liebert as New CEO and President
- Mike Jackson to Become Executive Chairman, Effective March 11
FORT LAUDERDALE, Fla., (February 22, 2019) - AutoNation, Inc. (NYSE: AN), America’s largest automotive retailer, today announced that the Company’s Board of Directors unanimously voted to appoint Carl Liebert as AutoNation’s new Chief Executive Officer and President, effective March 11, 2019. Cascade Investment and ESL Investments, long-term investors and the two largest AutoNation shareholders, fully support the Board's decision. Liebert was also named to AutoNation's Board of Directors, effective March 11, 2019. Mike Jackson will assume the role of Executive Chairman of the Board on March 11, 2019.

“AutoNation is the retail automotive industry leader. The Company has a coast to coast brand, a comprehensive Brand Extension strategy, and a transformational digital consumer car buying experience,” stated Mike Jackson, AutoNation’s Chairman, Chief Executive Officer and President. Mr. Jackson also added, “Carl is a global leader who brings to AutoNation multi-faceted expertise in leading customer-centric transformations, omnichannel digital capabilities, and supply chain logistics. His work in improving store operations has become a model that many companies have emulated. Carl is uniquely qualified to lead AutoNation forward.”

Mr. Liebert currently serves as Chief Operating Officer and Executive Vice President of USAA, a Fortune 100 full-service financial services company, serving nearly 13 million members. Mr. Liebert was responsible for the overall business strategy and delivering a seamlessly integrated omnichannel customer and member experience. Mr. Liebert also led the company’s Property & Casualty Insurance Company, Federal Savings Bank (FSB), Investment, Life and Real Estate companies, which drive $28 billion in annual revenue.

Mr. Liebert also served as Executive Vice President, Stores for The Home Depot, where he was responsible for international sales, strategy, execution, and operations, including future supply chain and global sourcing strategy, for the more than 2,000 stores and 250,000 employees. While at The Home Depot, Mr. Liebert implemented strategies that grew the business and improved the customer’s shopping experience.

“AutoNation has a clear strategy that sets it apart in the auto retail sector and diversifies the typical retail business model. The Company’s Brand Extension strategy has given it an edge in what is a cyclical business. The opportunities that lie ahead for AutoNation are massive, and the ability to lead this next chapter is deeply humbling and exciting. I am focused on enhancing the customer experience, AutoNation’s industry-leading store operating model, the logistics strategy for Brand Extensions, and digital opportunities for retail and business to business customers. I am confident in the road ahead, and I am honored to lead this extraordinary Company.”

Mr. Liebert is a former U.S. Navy Officer. He graduated from the United States Naval Academy with a Bachelor of Science in Physical Science, and he obtained his MBA from Vanderbilt University, Owen Graduate School of Management.





About AutoNation, Inc.
AutoNation, America's largest automotive retailer, is transforming the automotive industry through its bold leadership, innovation, and comprehensive brand extensions. As of December 31, 2018, AutoNation owned and operated over 325 locations from coast to coast. AutoNation has sold 12 million vehicles, the first automotive retailer to reach this milestone. AutoNation's success is driven by a commitment to delivering a peerless experience through customer-focused sales and service processes. Through its DRV PNK initiative, AutoNation is committed to drive out cancer, create awareness and support critical research. AutoNation continues to be a proud supporter of the Breast Cancer Research Foundation and other cancer-related charities.
Please visit investors.autonation.com , www.autonation.com , www.autonationdrive.com , www.twitter.com/autonation , www.twitter.com/CEOMikeJackson , www.facebook.com/autonation , and www.facebook.com/CEOMikeJackson , where AutoNation discloses additional information about the Company, its business, and its results of operations.