þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
73-1105145
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
200 SW 1st Ave
Fort Lauderdale, Florida
|
|
33301
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, Par Value $0.01 Per Share
|
|
New York Stock Exchange
|
Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
|
Smaller reporting company o
|
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Emerging growth company o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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Create an industry-leading automotive retail customer experience in our stores and through our digital channels.
|
•
|
Continue to invest in the AutoNation retail brand to enhance our strong customer satisfaction and expand our market share.
|
•
|
Leverage our significant scale and cost structure to improve our operating efficiency.
|
•
|
Continue to invest in strategic partnerships to evolve with the changing automotive retail industry and to widen our access to new and expanding sales channels for vehicles, parts, and service.
|
State
|
Number of
Stores
|
|
Number of
Franchises
|
|
% of Total
Revenue (1)
|
||
Florida
|
50
|
|
|
60
|
|
|
24
|
Texas
|
42
|
|
|
64
|
|
|
20
|
California
|
39
|
|
|
51
|
|
|
18
|
Colorado
|
15
|
|
|
25
|
|
|
7
|
Arizona
|
14
|
|
|
18
|
|
|
6
|
Washington
|
15
|
|
|
20
|
|
|
5
|
Georgia
|
16
|
|
|
25
|
|
|
4
|
Nevada
|
11
|
|
|
13
|
|
|
4
|
Tennessee
|
8
|
|
|
12
|
|
|
3
|
Illinois
|
7
|
|
|
8
|
|
|
3
|
Maryland
|
7
|
|
|
9
|
|
|
1
|
Ohio
|
4
|
|
|
4
|
|
|
1
|
New York
|
4
|
|
|
6
|
|
|
1
|
Alabama
|
4
|
|
|
8
|
|
|
1
|
Virginia
|
2
|
|
|
2
|
|
|
1
|
Minnesota
|
1
|
|
|
1
|
|
|
1
|
Total
|
239
|
|
|
326
|
|
|
100
|
(1)
|
Revenue by state includes revenue from non-dealership operations, such as collision centers, auction operations, AutoNation USA stand-alone used vehicle sales and service centers, and aftermarket collision parts businesses.
|
|
|
New Vehicle
Revenues
(in millions)
|
|
Retail
New Vehicle
Unit Sales
|
|
% of Total
Retail New
Vehicle
Units Sold
|
|
Franchises Owned
|
||||
Domestic:
|
|
|
|
|
|
|
|
|
||||
Ford, Lincoln
|
|
$
|
1,524.8
|
|
|
37,918
|
|
|
12.2
|
|
38
|
|
Chevrolet, Buick, Cadillac, GMC
|
|
1,255.3
|
|
|
34,467
|
|
|
11.1
|
|
42
|
|
|
Chrysler, Dodge, Jeep, Ram
|
|
1,120.7
|
|
|
29,630
|
|
|
9.5
|
|
68
|
|
|
Domestic Total
|
|
3,900.8
|
|
|
102,015
|
|
|
32.8
|
|
148
|
|
|
Import:
|
|
|
|
|
|
|
|
|
||||
Toyota
|
|
1,746.4
|
|
|
60,401
|
|
|
19.4
|
|
19
|
|
|
Honda
|
|
1,145.4
|
|
|
42,480
|
|
|
13.7
|
|
24
|
|
|
Nissan
|
|
437.2
|
|
|
16,361
|
|
|
5.3
|
|
10
|
|
|
Other Import
|
|
717.4
|
|
|
23,314
|
|
|
7.5
|
|
32
|
|
|
Import Total
|
|
4,046.4
|
|
|
142,556
|
|
|
45.9
|
|
85
|
|
|
Premium Luxury:
|
|
|
|
|
|
|
|
|
||||
Mercedes-Benz
|
|
1,435.1
|
|
|
24,979
|
|
|
8.0
|
|
38
|
|
|
BMW
|
|
884.1
|
|
|
16,126
|
|
|
5.2
|
|
16
|
|
|
Lexus
|
|
330.2
|
|
|
7,202
|
|
|
2.3
|
|
3
|
|
|
Audi
|
|
363.4
|
|
|
7,080
|
|
|
2.3
|
|
8
|
|
|
Jaguar Land Rover
|
|
450.8
|
|
|
6,288
|
|
|
2.0
|
|
14
|
|
|
Other Premium Luxury
|
|
340.8
|
|
|
4,593
|
|
|
1.5
|
|
14
|
|
|
Premium Luxury Total
|
|
3,804.4
|
|
|
66,268
|
|
|
21.3
|
|
93
|
|
|
|
|
$
|
11,751.6
|
|
|
310,839
|
|
|
100.0
|
|
326
|
|
Name
|
|
Age
|
|
Position
|
|
Years with
AutoNation
|
|
Years in
Automotive
Industry
|
Mike Jackson
|
|
70
|
|
Chairman of the Board, Chief Executive Officer and President
|
|
19
|
|
48
|
H. Scott Arnold
|
|
60
|
|
Executive Vice President, Customer Care and Brand Extensions
|
|
14
|
|
41
|
James R. Bender
|
|
63
|
|
Executive Vice President, Sales
|
|
19
|
|
42
|
Marc Cannon
|
|
57
|
|
Executive Vice President and Chief Marketing Officer
|
|
21
|
|
32
|
C. Coleman Edmunds
|
|
54
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
23
|
|
23
|
Cheryl Miller
|
|
46
|
|
Executive Vice President and Chief Financial Officer
|
|
11
|
|
20
|
•
|
We may have difficulty satisfying our debt service obligations and, if we fail to comply with these requirements, an event of default could result;
|
•
|
We may be required to dedicate a substantial portion of our cash flow from operations to make required payments on indebtedness, thereby reducing the availability of cash flow for working capital, capital expenditures, acquisitions, investments, and other general corporate activities;
|
•
|
A downgrade in our credit ratings could negatively impact the interest rate payable on our senior notes and could negatively impact our ability to issue, or the interest rates for, commercial paper notes;
|
•
|
Covenants relating to our indebtedness may limit our ability to obtain financing for working capital, capital expenditures, acquisitions, investments, and other general corporate activities;
|
•
|
Covenants relating to our indebtedness may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
We may be more vulnerable to the impact of economic downturns and adverse developments in our business;
|
•
|
We may be placed at a competitive disadvantage against any less leveraged competitors;
|
•
|
Our variable interest rate debt will fluctuate with changing market conditions and, accordingly, our interest expense will increase if interest rates rise; and
|
•
|
An increase in our leverage ratio could negatively impact the applicable margins on interest rates charged for borrowings under our revolving credit facility.
|
•
|
Future share repurchases may be limited by the maximum leverage ratio and/or maximum capitalization ratio described above.
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs (1)
|
|
Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
(in millions) (1) |
||||||
October 1, 2018 – October 31, 2018
|
|
361
|
|
|
$
|
40.38
|
|
|
—
|
|
|
$
|
263.7
|
|
November 1, 2018 – November 30, 2018
|
|
128
|
|
|
$
|
38.61
|
|
|
—
|
|
|
$
|
263.7
|
|
December 1, 2018 – December 31, 2018
|
|
118
|
|
|
$
|
33.52
|
|
|
—
|
|
|
$
|
263.7
|
|
Total for three months ended December 31, 2018
|
|
607
|
|
|
|
|
—
|
|
|
|
||||
Total for twelve months ended December 31, 2018
|
|
2,117,301
|
|
|
|
|
2,100,838
|
|
|
|
(1)
|
Our Board of Directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit. As of December 31, 2018, $263.7 million remained available under our stock repurchase limit most recently authorized by our Board of Directors. Our stock repurchase program does not have an expiration date. In 2018, all of our shares were repurchased under our stock repurchase program, except for 16,463 shares that were surrendered to AutoNation to satisfy tax withholding obligations in connection with the vesting of restricted stock (6,126 shares in the first quarter of 2018, 9,730 shares in the second quarter of 2018, and 607 shares in the fourth quarter of 2018).
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
||||||
AutoNation Inc.
|
100.00
|
|
|
121.57
|
|
|
120.06
|
|
|
97.91
|
|
|
103.30
|
|
|
71.85
|
|
S&P 500
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
Public Auto Retail Peer Group
|
100.00
|
|
|
130.36
|
|
|
113.14
|
|
|
127.91
|
|
|
127.52
|
|
|
115.16
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
(In millions, except per share data and unit sales)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
21,412.8
|
|
|
$
|
21,534.6
|
|
|
$
|
21,609.0
|
|
|
$
|
20,862.0
|
|
|
$
|
19,108.8
|
|
Income from continuing operations before income taxes
|
$
|
529.4
|
|
|
$
|
636.5
|
|
|
$
|
702.3
|
|
|
$
|
722.7
|
|
|
$
|
682.3
|
|
Net income
|
$
|
396.0
|
|
|
$
|
434.6
|
|
|
$
|
430.5
|
|
|
$
|
442.6
|
|
|
$
|
418.7
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.36
|
|
|
$
|
4.45
|
|
|
$
|
4.19
|
|
|
$
|
3.94
|
|
|
$
|
3.58
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.36
|
|
|
$
|
4.44
|
|
|
$
|
4.18
|
|
|
$
|
3.93
|
|
|
$
|
3.57
|
|
Weighted average common shares outstanding
|
90.9
|
|
|
97.8
|
|
|
103.1
|
|
|
112.7
|
|
|
117.3
|
|
|||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.34
|
|
|
$
|
4.43
|
|
|
$
|
4.16
|
|
|
$
|
3.90
|
|
|
$
|
3.53
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.34
|
|
|
$
|
4.43
|
|
|
$
|
4.15
|
|
|
$
|
3.89
|
|
|
$
|
3.52
|
|
Weighted average common shares outstanding
|
91.3
|
|
|
98.2
|
|
|
103.8
|
|
|
113.9
|
|
|
118.9
|
|
|||||
Common shares outstanding, net of treasury stock
|
90.0
|
|
|
91.6
|
|
|
100.7
|
|
|
110.8
|
|
|
113.3
|
|
|||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
10,665.1
|
|
|
$
|
10,271.5
|
|
|
$
|
10,060.0
|
|
|
$
|
9,548.2
|
|
|
$
|
8,395.0
|
|
Long-term debt, net of current maturities
|
$
|
1,926.2
|
|
|
$
|
1,959.2
|
|
|
$
|
1,611.1
|
|
|
$
|
1,745.3
|
|
|
$
|
2,098.7
|
|
Shareholders’ equity
|
$
|
2,716.0
|
|
|
$
|
2,369.3
|
|
|
$
|
2,310.3
|
|
|
$
|
2,349.3
|
|
|
$
|
2,072.1
|
|
Retail vehicle unit sales (continuing operations):
|
|
|
|
|
|
|
|
|
|
||||||||||
New vehicle
|
310,839
|
|
|
329,116
|
|
|
337,622
|
|
|
339,080
|
|
|
318,008
|
|
|||||
Used vehicle
|
237,722
|
|
|
234,148
|
|
|
225,713
|
|
|
227,290
|
|
|
214,910
|
|
|||||
Total
|
548,561
|
|
|
563,264
|
|
|
563,335
|
|
|
566,370
|
|
|
532,918
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions, except per vehicle data)
|
|
|
|
|
2018 vs. 2017
|
|
|
|
2017 vs. 2016
|
||||||||||||||||
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
11,751.6
|
|
|
$
|
12,180.8
|
|
|
$
|
(429.2
|
)
|
|
(3.5
|
)
|
|
$
|
12,255.8
|
|
|
$
|
(75.0
|
)
|
|
(0.6
|
)
|
Retail used vehicle
|
4,807.6
|
|
|
4,577.1
|
|
|
230.5
|
|
|
5.0
|
|
|
4,481.7
|
|
|
95.4
|
|
|
2.1
|
|
|||||
Wholesale
|
315.7
|
|
|
301.3
|
|
|
14.4
|
|
|
4.8
|
|
|
513.6
|
|
|
(212.3
|
)
|
|
(41.3
|
)
|
|||||
Used vehicle
|
5,123.3
|
|
|
4,878.4
|
|
|
244.9
|
|
|
5.0
|
|
|
4,995.3
|
|
|
(116.9
|
)
|
|
(2.3
|
)
|
|||||
Finance and insurance, net
|
981.4
|
|
|
939.2
|
|
|
42.2
|
|
|
4.5
|
|
|
894.6
|
|
|
44.6
|
|
|
5.0
|
|
|||||
Total variable operations(1)
|
17,856.3
|
|
|
17,998.4
|
|
|
(142.1
|
)
|
|
(0.8
|
)
|
|
18,145.7
|
|
|
(147.3
|
)
|
|
(0.8
|
)
|
|||||
Parts and service
|
3,447.6
|
|
|
3,398.3
|
|
|
49.3
|
|
|
1.5
|
|
|
3,321.4
|
|
|
76.9
|
|
|
2.3
|
|
|||||
Other
|
108.9
|
|
|
137.9
|
|
|
(29.0
|
)
|
|
|
|
141.9
|
|
|
(4.0
|
)
|
|
|
|||||||
Total revenue
|
$
|
21,412.8
|
|
|
$
|
21,534.6
|
|
|
$
|
(121.8
|
)
|
|
(0.6
|
)
|
|
$
|
21,609.0
|
|
|
$
|
(74.4
|
)
|
|
(0.3
|
)
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
516.1
|
|
|
$
|
588.4
|
|
|
$
|
(72.3
|
)
|
|
(12.3
|
)
|
|
$
|
635.8
|
|
|
$
|
(47.4
|
)
|
|
(7.5
|
)
|
Retail used vehicle
|
327.6
|
|
|
308.0
|
|
|
19.6
|
|
|
6.4
|
|
|
334.9
|
|
|
(26.9
|
)
|
|
(8.0
|
)
|
|||||
Wholesale
|
14.1
|
|
|
7.2
|
|
|
6.9
|
|
|
|
|
(17.3
|
)
|
|
24.5
|
|
|
|
|||||||
Used vehicle
|
341.7
|
|
|
315.2
|
|
|
26.5
|
|
|
8.4
|
|
|
317.6
|
|
|
(2.4
|
)
|
|
(0.8
|
)
|
|||||
Finance and insurance
|
981.4
|
|
|
939.2
|
|
|
42.2
|
|
|
4.5
|
|
|
894.6
|
|
|
44.6
|
|
|
5.0
|
|
|||||
Total variable operations(1)
|
1,839.2
|
|
|
1,842.8
|
|
|
(3.6
|
)
|
|
(0.2
|
)
|
|
1,848.0
|
|
|
(5.2
|
)
|
|
(0.3
|
)
|
|||||
Parts and service
|
1,555.3
|
|
|
1,490.7
|
|
|
64.6
|
|
|
4.3
|
|
|
1,434.7
|
|
|
56.0
|
|
|
3.9
|
|
|||||
Other
|
2.8
|
|
|
25.5
|
|
|
(22.7
|
)
|
|
|
|
30.5
|
|
|
(5.0
|
)
|
|
|
|||||||
Total gross profit
|
3,397.3
|
|
|
3,359.0
|
|
|
38.3
|
|
|
1.1
|
|
|
3,313.2
|
|
|
45.8
|
|
|
1.4
|
|
|||||
Selling, general, and administrative expenses
|
2,509.8
|
|
|
2,436.2
|
|
|
(73.6
|
)
|
|
(3.0
|
)
|
|
2,349.4
|
|
|
(86.8
|
)
|
|
(3.7
|
)
|
|||||
Depreciation and amortization
|
166.2
|
|
|
158.6
|
|
|
(7.6
|
)
|
|
|
|
143.4
|
|
|
(15.2
|
)
|
|
|
|||||||
Franchise rights impairment
|
8.1
|
|
|
—
|
|
|
(8.1
|
)
|
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
Other income, net
|
(64.7
|
)
|
|
(79.2
|
)
|
|
(14.5
|
)
|
|
|
|
(69.1
|
)
|
|
10.1
|
|
|
|
|||||||
Operating income
|
777.9
|
|
|
843.4
|
|
|
(65.5
|
)
|
|
(7.8
|
)
|
|
889.5
|
|
|
(46.1
|
)
|
|
(5.2
|
)
|
|||||
Non-operating income (expense) items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Floorplan interest expense
|
(130.4
|
)
|
|
(97.0
|
)
|
|
(33.4
|
)
|
|
|
|
(76.5
|
)
|
|
(20.5
|
)
|
|
|
|||||||
Other interest expense
|
(119.4
|
)
|
|
(120.2
|
)
|
|
0.8
|
|
|
|
|
(115.5
|
)
|
|
(4.7
|
)
|
|
|
|||||||
Interest income
|
1.1
|
|
|
1.0
|
|
|
0.1
|
|
|
|
|
1.1
|
|
|
(0.1
|
)
|
|
|
|||||||
Other income, net
|
0.2
|
|
|
9.3
|
|
|
(9.1
|
)
|
|
|
|
3.7
|
|
|
5.6
|
|
|
|
|||||||
Income from continuing operations before income taxes
|
$
|
529.4
|
|
|
$
|
636.5
|
|
|
$
|
(107.1
|
)
|
|
(16.8
|
)
|
|
$
|
702.3
|
|
|
$
|
(65.8
|
)
|
|
(9.4
|
)
|
Retail vehicle unit sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
310,839
|
|
|
329,116
|
|
|
(18,277
|
)
|
|
(5.6
|
)
|
|
337,622
|
|
|
(8,506
|
)
|
|
(2.5
|
)
|
|||||
Used vehicle
|
237,722
|
|
|
234,148
|
|
|
3,574
|
|
|
1.5
|
|
|
225,713
|
|
|
8,435
|
|
|
3.7
|
|
|||||
|
548,561
|
|
|
563,264
|
|
|
(14,703
|
)
|
|
(2.6
|
)
|
|
563,335
|
|
|
(71
|
)
|
|
—
|
|
|||||
Revenue per vehicle retailed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
37,806
|
|
|
$
|
37,011
|
|
|
$
|
795
|
|
|
2.1
|
|
|
$
|
36,300
|
|
|
$
|
711
|
|
|
2.0
|
|
Used vehicle
|
$
|
20,224
|
|
|
$
|
19,548
|
|
|
$
|
676
|
|
|
3.5
|
|
|
$
|
19,856
|
|
|
$
|
(308
|
)
|
|
(1.6
|
)
|
Gross profit per vehicle retailed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
1,660
|
|
|
$
|
1,788
|
|
|
$
|
(128
|
)
|
|
(7.2
|
)
|
|
$
|
1,883
|
|
|
$
|
(95
|
)
|
|
(5.0
|
)
|
Used vehicle
|
$
|
1,378
|
|
|
$
|
1,315
|
|
|
$
|
63
|
|
|
4.8
|
|
|
$
|
1,484
|
|
|
$
|
(169
|
)
|
|
(11.4
|
)
|
Finance and insurance
|
$
|
1,789
|
|
|
$
|
1,667
|
|
|
$
|
122
|
|
|
7.3
|
|
|
$
|
1,588
|
|
|
$
|
79
|
|
|
5.0
|
|
Total variable operations(2)
|
$
|
3,327
|
|
|
$
|
3,259
|
|
|
$
|
68
|
|
|
2.1
|
|
|
$
|
3,311
|
|
|
$
|
(52
|
)
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(1) Total variable operations includes new vehicle, used vehicle (retail and wholesale), and finance and insurance results.
|
|||||||||||||||||||||||||
(2) 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.
|
|
Years Ended December 31,
|
||||
|
2018 (%)
|
|
2017 (%)
|
|
2016 (%)
|
Revenue mix percentages:
|
|
|
|
|
|
New vehicle
|
54.9
|
|
56.6
|
|
56.7
|
Used vehicle
|
23.9
|
|
22.7
|
|
23.1
|
Parts and service
|
16.1
|
|
15.8
|
|
15.4
|
Finance and insurance, net
|
4.6
|
|
4.4
|
|
4.1
|
Other
|
0.5
|
|
0.5
|
|
0.7
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
Gross profit mix percentages:
|
|
|
|
|
|
New vehicle
|
15.2
|
|
17.5
|
|
19.2
|
Used vehicle
|
10.1
|
|
9.4
|
|
9.6
|
Parts and service
|
45.8
|
|
44.4
|
|
43.3
|
Finance and insurance
|
28.9
|
|
28.0
|
|
27.0
|
Other
|
—
|
|
0.7
|
|
0.9
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
Operating items as a percentage of revenue:
|
|
|
|
|
|
Gross profit:
|
|
|
|
|
|
New vehicle
|
4.4
|
|
4.8
|
|
5.2
|
Used vehicle-retail
|
6.8
|
|
6.7
|
|
7.5
|
Parts and service
|
45.1
|
|
43.9
|
|
43.2
|
Total
|
15.9
|
|
15.6
|
|
15.3
|
Selling, general, and administrative expenses
|
11.7
|
|
11.3
|
|
10.9
|
Operating income
|
3.6
|
|
3.9
|
|
4.1
|
Other operating items as a percentage of total gross profit:
|
|
|
|
|
|
Selling, general, and administrative expenses
|
73.9
|
|
72.5
|
|
70.9
|
Operating income
|
22.9
|
|
25.1
|
|
26.8
|
|
|
|
|
|
|
|
December 31,
|
|
|
||
|
2018
|
|
2017
|
|
|
Days supply:
|
|
|
|
|
|
New vehicle (industry standard of selling days)
|
60 days
|
|
53 days
|
|
|
Used vehicle (trailing calendar month days)
|
42 days
|
|
43 days
|
|
|
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||
|
2018 (%)
|
|
2017 (%)
|
|
2017 (%)
|
|
2016 (%)
|
Revenue mix percentages:
|
|
|
|
|
|
|
|
New vehicle
|
55.1
|
|
56.6
|
|
56.6
|
|
56.7
|
Used vehicle
|
23.7
|
|
22.5
|
|
22.5
|
|
23.1
|
Parts and service
|
16.1
|
|
15.8
|
|
15.8
|
|
15.4
|
Finance and insurance, net
|
4.6
|
|
4.4
|
|
4.4
|
|
4.2
|
Other
|
0.5
|
|
0.7
|
|
0.7
|
|
0.6
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
|
100.0
|
Gross profit mix percentages:
|
|
|
|
|
|
|
|
New vehicle
|
15.3
|
|
17.6
|
|
17.4
|
|
19.3
|
Used vehicle
|
9.9
|
|
9.3
|
|
9.2
|
|
9.6
|
Parts and service
|
45.7
|
|
44.3
|
|
44.5
|
|
43.1
|
Finance and insurance
|
29.1
|
|
28.0
|
|
28.1
|
|
27.0
|
Other
|
—
|
|
0.8
|
|
0.8
|
|
1.0
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
|
100.0
|
Operating items as a percentage of revenue:
|
|
|
|
|
|
|
|
Gross profit:
|
|
|
|
|
|
|
|
New vehicle
|
4.4
|
|
4.9
|
|
4.8
|
|
5.2
|
Used vehicle-retail
|
6.9
|
|
6.7
|
|
6.8
|
|
7.5
|
Parts and service
|
45.1
|
|
43.8
|
|
43.9
|
|
43.2
|
Total
|
15.9
|
|
15.7
|
|
15.6
|
|
15.4
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions, except per vehicle data)
|
2018
|
|
2017
|
|
2018 vs. 2017
|
|
|
|
2017 vs. 2016
|
||||||||||||||||
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
11,751.6
|
|
|
$
|
12,180.8
|
|
|
$
|
(429.2
|
)
|
|
(3.5
|
)
|
|
$
|
12,255.8
|
|
|
$
|
(75.0
|
)
|
|
(0.6
|
)
|
Gross profit
|
$
|
516.1
|
|
|
$
|
588.4
|
|
|
$
|
(72.3
|
)
|
|
(12.3
|
)
|
|
$
|
635.8
|
|
|
$
|
(47.4
|
)
|
|
(7.5
|
)
|
Retail vehicle unit sales
|
310,839
|
|
|
329,116
|
|
|
(18,277
|
)
|
|
(5.6
|
)
|
|
337,622
|
|
|
(8,506
|
)
|
|
(2.5
|
)
|
|||||
Revenue per vehicle retailed
|
$
|
37,806
|
|
|
$
|
37,011
|
|
|
$
|
795
|
|
|
2.1
|
|
|
$
|
36,300
|
|
|
$
|
711
|
|
|
2.0
|
|
Gross profit per vehicle retailed
|
$
|
1,660
|
|
|
$
|
1,788
|
|
|
$
|
(128
|
)
|
|
(7.2
|
)
|
|
$
|
1,883
|
|
|
$
|
(95
|
)
|
|
(5.0
|
)
|
Gross profit as a percentage of revenue
|
4.4
|
%
|
|
4.8
|
%
|
|
|
|
|
|
5.2
|
%
|
|
|
|
|
|||||||||
Days supply (industry standard of selling days)
|
60 days
|
|
|
53 days
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018 vs. 2017
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
||||||||||||||||||
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue
|
$
|
11,519.8
|
|
|
$
|
11,761.3
|
|
|
$
|
(241.5
|
)
|
|
(2.1
|
)
|
|
$
|
11,818.8
|
|
|
$
|
11,886.8
|
|
|
$
|
(68.0
|
)
|
|
(0.6
|
)
|
Gross profit
|
$
|
506.5
|
|
|
$
|
573.4
|
|
|
$
|
(66.9
|
)
|
|
(11.7
|
)
|
|
$
|
569.3
|
|
|
$
|
622.8
|
|
|
$
|
(53.5
|
)
|
|
(8.6
|
)
|
Retail vehicle unit sales
|
305,615
|
|
|
316,914
|
|
|
(11,299
|
)
|
|
(3.6
|
)
|
|
320,641
|
|
|
325,927
|
|
|
(5,286
|
)
|
|
(1.6
|
)
|
||||||
Revenue per vehicle retailed
|
$
|
37,694
|
|
|
$
|
37,112
|
|
|
$
|
582
|
|
|
1.6
|
|
|
$
|
36,860
|
|
|
$
|
36,471
|
|
|
$
|
389
|
|
|
1.1
|
|
Gross profit per vehicle retailed
|
$
|
1,657
|
|
|
$
|
1,809
|
|
|
$
|
(152
|
)
|
|
(8.4
|
)
|
|
$
|
1,776
|
|
|
$
|
1,911
|
|
|
$
|
(135
|
)
|
|
(7.1
|
)
|
Gross profit as a percentage of revenue
|
4.4
|
%
|
|
4.9
|
%
|
|
|
|
|
|
4.8
|
%
|
|
5.2
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Variance 2018 vs. 2017
|
|
2016
|
|
Variance 2017 vs. 2016
|
||||||||||
Floorplan assistance
|
$
|
117.9
|
|
|
$
|
122.1
|
|
|
$
|
(4.2
|
)
|
|
$
|
124.0
|
|
|
$
|
(1.9
|
)
|
New vehicle floorplan interest expense
|
(121.7
|
)
|
|
(90.4
|
)
|
|
(31.3
|
)
|
|
(71.5
|
)
|
|
(18.9
|
)
|
|||||
Net new vehicle inventory carrying benefit (cost)
|
$
|
(3.8
|
)
|
|
$
|
31.7
|
|
|
$
|
(35.5
|
)
|
|
$
|
52.5
|
|
|
$
|
(20.8
|
)
|
|
Years Ended December 31,
|
|||||||||||||||||||||||
|
|
|
|
|
2018 vs. 2017
|
|
|
|
2017 vs. 2016
|
|||||||||||||||
($ in millions, except per vehicle data)
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Retail revenue
|
$
|
4,807.6
|
|
|
$
|
4,577.1
|
|
|
$
|
230.5
|
|
|
5.0
|
|
$
|
4,481.7
|
|
|
$
|
95.4
|
|
|
2.1
|
|
Wholesale revenue
|
315.7
|
|
|
301.3
|
|
|
14.4
|
|
|
4.8
|
|
513.6
|
|
|
(212.3
|
)
|
|
(41.3
|
)
|
|||||
Total revenue
|
$
|
5,123.3
|
|
|
$
|
4,878.4
|
|
|
$
|
244.9
|
|
|
5.0
|
|
$
|
4,995.3
|
|
|
$
|
(116.9
|
)
|
|
(2.3
|
)
|
Retail gross profit
|
$
|
327.6
|
|
|
$
|
308.0
|
|
|
$
|
19.6
|
|
|
6.4
|
|
$
|
334.9
|
|
|
$
|
(26.9
|
)
|
|
(8.0
|
)
|
Wholesale gross profit (loss)
|
14.1
|
|
|
7.2
|
|
|
6.9
|
|
|
|
|
(17.3
|
)
|
|
24.5
|
|
|
|
||||||
Total gross profit
|
$
|
341.7
|
|
|
$
|
315.2
|
|
|
$
|
26.5
|
|
|
8.4
|
|
$
|
317.6
|
|
|
$
|
(2.4
|
)
|
|
(0.8
|
)
|
Retail vehicle unit sales
|
237,722
|
|
|
234,148
|
|
|
3,574
|
|
|
1.5
|
|
225,713
|
|
|
8,435
|
|
|
3.7
|
|
|||||
Revenue per vehicle retailed
|
$
|
20,224
|
|
|
$
|
19,548
|
|
|
$
|
676
|
|
|
3.5
|
|
$
|
19,856
|
|
|
$
|
(308
|
)
|
|
(1.6
|
)
|
Gross profit per vehicle retailed
|
$
|
1,378
|
|
|
$
|
1,315
|
|
|
$
|
63
|
|
|
4.8
|
|
$
|
1,484
|
|
|
$
|
(169
|
)
|
|
(11.4
|
)
|
Gross profit as a percentage of retail revenue
|
6.8
|
%
|
|
6.7
|
%
|
|
|
|
|
|
7.5
|
%
|
|
|
|
|
||||||||
Days supply (trailing calendar month days)
|
42 days
|
|
|
43 days
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018 vs. 2017
|
|
2017
|
|
2016
|
|
2017 vs. 2016
|
|||||||||||||||||
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Retail revenue
|
$
|
4,649.6
|
|
|
$
|
4,397.8
|
|
|
$
|
251.8
|
|
|
5.7
|
|
$
|
4,420.1
|
|
|
$
|
4,333.7
|
|
|
$
|
86.4
|
|
|
2.0
|
|
Wholesale revenue
|
302.0
|
|
|
288.9
|
|
|
13.1
|
|
|
4.5
|
|
286.1
|
|
|
495.1
|
|
|
(209.0
|
)
|
|
(42.2
|
)
|
||||||
Total revenue
|
$
|
4,951.6
|
|
|
$
|
4,686.7
|
|
|
$
|
264.9
|
|
|
5.7
|
|
$
|
4,706.2
|
|
|
$
|
4,828.8
|
|
|
$
|
(122.6
|
)
|
|
(2.5
|
)
|
Retail gross profit
|
$
|
319.5
|
|
|
$
|
296.7
|
|
|
$
|
22.8
|
|
|
7.7
|
|
$
|
299.9
|
|
|
$
|
323.8
|
|
|
$
|
(23.9
|
)
|
|
(7.4
|
)
|
Wholesale gross profit (loss)
|
8.1
|
|
|
7.6
|
|
|
0.5
|
|
|
|
|
0.6
|
|
|
(15.9
|
)
|
|
16.5
|
|
|
|
|||||||
Total gross profit
|
$
|
327.6
|
|
|
$
|
304.3
|
|
|
$
|
23.3
|
|
|
7.7
|
|
$
|
300.5
|
|
|
$
|
307.9
|
|
|
$
|
(7.4
|
)
|
|
(2.4
|
)
|
Retail vehicle unit sales
|
229,379
|
|
|
223,559
|
|
|
5,820
|
|
|
2.6
|
|
225,985
|
|
|
216,447
|
|
|
9,538
|
|
|
4.4
|
|
||||||
Revenue per vehicle retailed
|
$
|
20,270
|
|
|
$
|
19,672
|
|
|
$
|
598
|
|
|
3.0
|
|
$
|
19,559
|
|
|
$
|
20,022
|
|
|
$
|
(463
|
)
|
|
(2.3
|
)
|
Gross profit per vehicle retailed
|
$
|
1,393
|
|
|
$
|
1,327
|
|
|
$
|
66
|
|
|
5.0
|
|
$
|
1,327
|
|
|
$
|
1,496
|
|
|
$
|
(169
|
)
|
|
(11.3
|
)
|
Gross profit as a percentage of retail revenue
|
6.9
|
%
|
|
6.7
|
%
|
|
|
|
|
|
6.8
|
%
|
|
7.5
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
|
|
|
2018 vs. 2017
|
|
|
|
2017 vs. 2016
|
||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,447.6
|
|
|
$
|
3,398.3
|
|
|
$
|
49.3
|
|
|
1.5
|
|
$
|
3,321.4
|
|
|
$
|
76.9
|
|
|
2.3
|
Gross profit
|
$
|
1,555.3
|
|
|
$
|
1,490.7
|
|
|
$
|
64.6
|
|
|
4.3
|
|
$
|
1,434.7
|
|
|
$
|
56.0
|
|
|
3.9
|
Gross profit as a percentage of revenue
|
45.1
|
%
|
|
43.9
|
%
|
|
|
|
|
|
43.2
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||
|
|
|
|
|
2018 vs. 2017
|
|
|
|
|
|
2017 vs. 2016
|
||||||||||||||||
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2017
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
3,354.9
|
|
|
$
|
3,288.7
|
|
|
$
|
66.2
|
|
|
2.0
|
|
$
|
3,307.3
|
|
|
$
|
3,220.3
|
|
|
$
|
87.0
|
|
|
2.7
|
Gross profit
|
$
|
1,513.3
|
|
|
$
|
1,441.9
|
|
|
$
|
71.4
|
|
|
5.0
|
|
$
|
1,451.5
|
|
|
$
|
1,389.9
|
|
|
$
|
61.6
|
|
|
4.4
|
Gross profit as a percentage of revenue
|
45.1
|
%
|
|
43.8
|
%
|
|
|
|
|
|
43.9
|
%
|
|
43.2
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
($ in millions, except per vehicle data)
|
|
|
|
|
2018 vs. 2017
|
|
|
|
2017 vs. 2016
|
||||||||||||||
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue and gross profit
|
$
|
981.4
|
|
|
$
|
939.2
|
|
|
$
|
42.2
|
|
|
4.5
|
|
$
|
894.6
|
|
|
$
|
44.6
|
|
|
5.0
|
Gross profit per vehicle retailed
|
$
|
1,789
|
|
|
$
|
1,667
|
|
|
$
|
122
|
|
|
7.3
|
|
$
|
1,588
|
|
|
$
|
79
|
|
|
5.0
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||
|
|
|
|
|
2018 vs. 2017
|
|
|
|
|
|
2017 vs. 2016
|
||||||||||||||||
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2017
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue and gross profit
|
$
|
964.4
|
|
|
$
|
911.7
|
|
|
$
|
52.7
|
|
|
5.8
|
|
$
|
918.5
|
|
|
$
|
871.3
|
|
|
$
|
47.2
|
|
|
5.4
|
Gross profit per vehicle retailed
|
$
|
1,803
|
|
|
$
|
1,687
|
|
|
$
|
116
|
|
|
6.9
|
|
$
|
1,680
|
|
|
$
|
1,606
|
|
|
$
|
74
|
|
|
4.6
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
$
|
7,134.5
|
|
|
$
|
7,452.8
|
|
|
$
|
(318.3
|
)
|
|
(4.3
|
)
|
|
$
|
7,810.0
|
|
|
$
|
(357.2
|
)
|
|
(4.6
|
)
|
Import
|
6,786.4
|
|
|
6,873.4
|
|
|
(87.0
|
)
|
|
(1.3
|
)
|
|
6,886.1
|
|
|
(12.7
|
)
|
|
(0.2
|
)
|
|||||
Premium Luxury
|
7,010.9
|
|
|
6,832.7
|
|
|
178.2
|
|
|
2.6
|
|
|
6,665.3
|
|
|
167.4
|
|
|
2.5
|
|
|||||
Total
|
20,931.8
|
|
|
21,158.9
|
|
|
(227.1
|
)
|
|
(1.1
|
)
|
|
21,361.4
|
|
|
(202.5
|
)
|
|
(0.9
|
)
|
|||||
Corporate and other
|
481.0
|
|
|
375.7
|
|
|
105.3
|
|
|
28.0
|
|
|
247.6
|
|
|
128.1
|
|
|
51.7
|
|
|||||
Total consolidated revenue
|
$
|
21,412.8
|
|
|
$
|
21,534.6
|
|
|
$
|
(121.8
|
)
|
|
(0.6
|
)
|
|
$
|
21,609.0
|
|
|
$
|
(74.4
|
)
|
|
(0.3
|
)
|
Segment income(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
$
|
249.3
|
|
|
$
|
257.1
|
|
|
$
|
(7.8
|
)
|
|
(3.0
|
)
|
|
$
|
311.1
|
|
|
$
|
(54.0
|
)
|
|
(17.4
|
)
|
Import
|
304.7
|
|
|
303.1
|
|
|
1.6
|
|
|
0.5
|
|
|
296.8
|
|
|
6.3
|
|
|
2.1
|
|
|||||
Premium Luxury
|
340.9
|
|
|
348.8
|
|
|
(7.9
|
)
|
|
(2.3
|
)
|
|
350.2
|
|
|
(1.4
|
)
|
|
(0.4
|
)
|
|||||
Total
|
894.9
|
|
|
909.0
|
|
|
(14.1
|
)
|
|
(1.6
|
)
|
|
958.1
|
|
|
(49.1
|
)
|
|
(5.1
|
)
|
|||||
Corporate and other
|
(247.4
|
)
|
|
(162.6
|
)
|
|
(84.8
|
)
|
|
|
|
(145.1
|
)
|
|
(17.5
|
)
|
|
|
|||||||
Floorplan interest expense
|
130.4
|
|
|
97.0
|
|
|
(33.4
|
)
|
|
|
|
76.5
|
|
|
(20.5
|
)
|
|
|
|||||||
Operating income
|
$
|
777.9
|
|
|
$
|
843.4
|
|
|
$
|
(65.5
|
)
|
|
(7.8
|
)
|
|
$
|
889.5
|
|
|
$
|
(46.1
|
)
|
|
(5.2
|
)
|
(1) Segment income is defined as operating income less floorplan interest expense.
|
|||||||||||||||||||||||||
Retail new vehicle unit sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Domestic
|
102,015
|
|
|
111,028
|
|
|
(9,013
|
)
|
|
(8.1
|
)
|
|
118,867
|
|
|
(7,839
|
)
|
|
(6.6
|
)
|
|||||
Import
|
142,556
|
|
|
150,422
|
|
|
(7,866
|
)
|
|
(5.2
|
)
|
|
150,005
|
|
|
417
|
|
|
0.3
|
|
|||||
Premium Luxury
|
66,268
|
|
|
67,666
|
|
|
(1,398
|
)
|
|
(2.1
|
)
|
|
68,750
|
|
|
(1,084
|
)
|
|
(1.6
|
)
|
|||||
|
310,839
|
|
|
329,116
|
|
|
(18,277
|
)
|
|
(5.6
|
)
|
|
337,622
|
|
|
(8,506
|
)
|
|
(2.5
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Revenue
|
$
|
7,134.5
|
|
|
$
|
7,452.8
|
|
|
$
|
(318.3
|
)
|
|
(4.3
|
)
|
|
$
|
7,810.0
|
|
|
$
|
(357.2
|
)
|
|
(4.6
|
)
|
Segment income
|
$
|
249.3
|
|
|
$
|
257.1
|
|
|
$
|
(7.8
|
)
|
|
(3.0
|
)
|
|
$
|
311.1
|
|
|
$
|
(54.0
|
)
|
|
(17.4
|
)
|
Retail new vehicle unit sales
|
102,015
|
|
|
111,028
|
|
|
(9,013
|
)
|
|
(8.1
|
)
|
|
118,867
|
|
|
(7,839
|
)
|
|
(6.6
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Revenue
|
$
|
6,786.4
|
|
|
$
|
6,873.4
|
|
|
$
|
(87.0
|
)
|
|
(1.3
|
)
|
|
$
|
6,886.1
|
|
|
$
|
(12.7
|
)
|
|
(0.2
|
)
|
Segment income
|
$
|
304.7
|
|
|
$
|
303.1
|
|
|
$
|
1.6
|
|
|
0.5
|
|
|
$
|
296.8
|
|
|
$
|
6.3
|
|
|
2.1
|
|
Retail new vehicle unit sales
|
142,556
|
|
|
150,422
|
|
|
(7,866
|
)
|
|
(5.2
|
)
|
|
150,005
|
|
|
417
|
|
|
0.3
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Revenue
|
$
|
7,010.9
|
|
|
$
|
6,832.7
|
|
|
$
|
178.2
|
|
|
2.6
|
|
|
$
|
6,665.3
|
|
|
$
|
167.4
|
|
|
2.5
|
|
Segment income
|
$
|
340.9
|
|
|
$
|
348.8
|
|
|
$
|
(7.9
|
)
|
|
(2.3
|
)
|
|
$
|
350.2
|
|
|
$
|
(1.4
|
)
|
|
(0.4
|
)
|
Retail new vehicle unit sales
|
66,268
|
|
|
67,666
|
|
|
(1,398
|
)
|
|
(2.1
|
)
|
|
68,750
|
|
|
(1,084
|
)
|
|
(1.6
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions)
|
2018
|
|
2017
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2016
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation
|
$
|
1,567.8
|
|
|
$
|
1,540.6
|
|
|
$
|
(27.2
|
)
|
|
(1.8
|
)
|
|
$
|
1,467.5
|
|
|
$
|
(73.1
|
)
|
|
(5.0
|
)
|
Advertising
|
197.8
|
|
|
192.8
|
|
|
(5.0
|
)
|
|
(2.6
|
)
|
|
196.7
|
|
|
3.9
|
|
|
2.0
|
|
|||||
Store and corporate overhead
|
744.2
|
|
|
702.8
|
|
|
(41.4
|
)
|
|
(5.9
|
)
|
|
685.2
|
|
|
(17.6
|
)
|
|
(2.6
|
)
|
|||||
Total
|
$
|
2,509.8
|
|
|
$
|
2,436.2
|
|
|
$
|
(73.6
|
)
|
|
(3.0
|
)
|
|
$
|
2,349.4
|
|
|
$
|
(86.8
|
)
|
|
(3.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SG&A as a % of total gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation
|
46.2
|
|
|
45.9
|
|
|
(30
|
)
|
|
bps
|
|
44.3
|
|
|
(160
|
)
|
|
bps
|
|||||||
Advertising
|
5.8
|
|
|
5.7
|
|
|
(10
|
)
|
|
bps
|
|
5.9
|
|
|
20
|
|
|
bps
|
|||||||
Store and corporate overhead
|
21.9
|
|
|
20.9
|
|
|
(100
|
)
|
|
bps
|
|
20.7
|
|
|
(20
|
)
|
|
bps
|
|||||||
Total
|
73.9
|
|
|
72.5
|
|
|
(140
|
)
|
|
bps
|
|
70.9
|
|
|
(160
|
)
|
|
bps
|
(In millions)
|
December 31,
2018 |
|
December 31,
2017 |
||||
Cash and cash equivalents
|
$
|
48.6
|
|
|
$
|
69.2
|
|
Revolving credit facility(1)
|
$
|
588.0
|
|
(2)
|
$
|
1,378.6
|
|
Secured used floorplan facilities(3)
|
$
|
0.5
|
|
|
$
|
0.4
|
|
(1)
|
As limited by the maximum consolidated leverage ratio in our credit agreement.
|
(2)
|
At December 31, 2018, we had $41.8 million of letters of credit outstanding. In addition, we use the revolving credit facility under our credit agreement as a liquidity backstop for borrowings under the commercial paper program. We had $630.0 million of commercial paper notes outstanding at December 31, 2018. See Note 8 of the Notes to Consolidated Financial Statements for additional information.
|
(3)
|
Based on the eligible used vehicle inventory that could have been pledged as collateral. See Note 5 of the Notes to Consolidated Financial Statements for additional information.
|
(In millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Shares repurchased
|
2.1
|
|
|
10.1
|
|
|
10.5
|
|
|||
Aggregate purchase price
|
$
|
100.0
|
|
|
$
|
434.9
|
|
|
$
|
497.0
|
|
Average purchase price per share
|
$
|
47.58
|
|
|
$
|
42.99
|
|
|
$
|
47.30
|
|
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash used in business acquisitions, net(1)
|
$
|
(67.2
|
)
|
|
$
|
(76.8
|
)
|
|
$
|
(410.4
|
)
|
Cash received from business divestitures, net
|
$
|
173.2
|
|
|
$
|
104.6
|
|
|
$
|
150.4
|
|
Proceeds from the sale of property and equipment
|
$
|
28.0
|
|
|
$
|
21.0
|
|
|
$
|
8.7
|
|
Proceeds from the disposal of assets held for sale
|
$
|
21.1
|
|
|
$
|
38.0
|
|
|
$
|
4.8
|
|
|
|
|
|
|
|
||||||
(1) Excludes capital leases and deferred purchase price commitments.
|
|
|
|
|
|
|
(in millions)
|
||||||
Debt Description
|
|
Maturity Date
|
|
Interest Payable
|
|
2018
|
|
2017
|
||||
6.75% Senior Notes
|
|
April 15, 2018
|
|
April 15 and October 15
|
|
$
|
—
|
|
|
$
|
400.0
|
|
5.5% Senior Notes
|
|
February 1, 2020
|
|
February 1 and August 1
|
|
350.0
|
|
|
350.0
|
|
||
3.35% Senior Notes
|
|
January 15, 2021
|
|
January 15 and July 15
|
|
300.0
|
|
|
300.0
|
|
||
3.5% Senior Notes
|
|
November 15, 2024
|
|
May 15 and November 15
|
|
450.0
|
|
|
450.0
|
|
||
4.5% Senior Notes
|
|
October 1, 2025
|
|
April 1 and October 1
|
|
450.0
|
|
|
450.0
|
|
||
3.8% Senior Notes
|
|
November 15, 2027
|
|
May 15 and November 15
|
|
300.0
|
|
|
300.0
|
|
||
Revolving credit facility
|
|
October 19, 2022
|
|
Monthly
|
|
—
|
|
|
—
|
|
||
Capital leases and other debt
|
|
Various dates through 2038
|
|
Monthly
|
|
133.1
|
|
|
139.4
|
|
||
|
|
|
|
|
|
1,983.1
|
|
|
2,389.4
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
|
(12.6
|
)
|
|
(15.7
|
)
|
||||||
Less: current maturities
|
|
(44.3
|
)
|
|
(414.5
|
)
|
||||||
Long-term debt, net of current maturities
|
|
$
|
1,926.2
|
|
|
$
|
1,959.2
|
|
(In millions)
|
2018
|
|
2017
|
||||
Vehicle floorplan payable - trade
|
$
|
2,388.0
|
|
|
$
|
2,179.1
|
|
Vehicle floorplan payable - non-trade
|
1,609.7
|
|
|
1,627.8
|
|
||
Vehicle floorplan payable
|
$
|
3,997.7
|
|
|
$
|
3,806.9
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
511.0
|
|
|
$
|
540.1
|
|
|
$
|
516.0
|
|
Net cash used in investing activities
|
$
|
(295.3
|
)
|
|
$
|
(227.0
|
)
|
|
$
|
(493.0
|
)
|
Net cash used in financing activities
|
$
|
(237.4
|
)
|
|
$
|
(307.4
|
)
|
|
$
|
(35.6
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
|
Total
|
|
Less Than 1
Year
(2019)
|
|
1 - 3 Years
(2020 and
2021)
|
|
3 - 5 Years
(2022 and
2023)
|
|
More Than 5
Years
(2024 and
thereafter)
|
||||||||||
Vehicle floorplan payable (Note 5)(1)
|
$
|
3,997.7
|
|
|
$
|
3,997.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt, including capital leases (Note 8)(1)(2)
|
1,983.1
|
|
|
44.3
|
|
|
659.5
|
|
|
9.4
|
|
|
1,269.9
|
|
|||||
Commercial paper (Note 8)(1)
|
630.0
|
|
|
630.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments(3)
|
462.5
|
|
|
84.6
|
|
|
132.2
|
|
|
106.3
|
|
|
139.4
|
|
|||||
Operating lease and other commitments (Note 18)(1)(4)
|
495.4
|
|
|
61.2
|
|
|
97.1
|
|
|
78.7
|
|
|
258.4
|
|
|||||
Unrecognized tax benefits, net (Note 11)(1)
|
8.5
|
|
|
—
|
|
|
1.9
|
|
|
6.6
|
|
|
—
|
|
|||||
Deferred compensation obligations(5)
|
78.8
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
74.6
|
|
|||||
Estimated chargeback liability (Note 9)(1)(6)
|
128.1
|
|
|
72.0
|
|
|
50.1
|
|
|
5.8
|
|
|
0.2
|
|
|||||
Estimated self-insurance obligations (Note 10)(1)(7)
|
77.3
|
|
|
29.9
|
|
|
26.5
|
|
|
10.7
|
|
|
10.2
|
|
|||||
Purchase obligations(8)
|
218.1
|
|
|
156.3
|
|
|
46.5
|
|
|
15.3
|
|
|
—
|
|
|||||
Total
|
$
|
8,079.5
|
|
|
$
|
5,080.2
|
|
|
$
|
1,013.8
|
|
|
$
|
232.8
|
|
|
$
|
1,752.7
|
|
(1)
|
See Notes to Consolidated Financial Statements.
|
(2)
|
Amounts for long-term debt obligations reflect principal payments and are not reduced for unamortized debt discounts of $1.8 million or debt issuance costs of $10.8 million.
|
(3)
|
Primarily represents scheduled fixed interest payments on our outstanding senior unsecured notes and capital leases. Estimates of future interest payments for vehicle floorplan payables and commercial paper are excluded due to the short-term nature of these facilities.
|
(4)
|
Amounts for operating lease commitments do not include certain operating expenses such as maintenance, insurance, and real estate taxes. In 2018, these charges totaled approximately $21 million. Additionally, operating leases that are on a month-to-month basis are not included.
|
(5)
|
Due to uncertainty regarding timing of payments expected beyond one year, long-term obligations for deferred compensation arrangements have been classified in the “More Than 5 Years” column.
|
(6)
|
Our estimated chargeback obligations do not have scheduled maturities, however, the timing of future payments is estimated based on historical patterns.
|
(7)
|
Our estimated self-insurance obligations are based on management estimates and actuarial calculations. Although these obligations do not have scheduled maturities, the timing of future payments is estimated based on historical patterns.
|
(8)
|
Primarily represents purchase orders and contracts in connection with information technology and communication systems and real estate construction projects.
|
•
|
The automotive retail industry is sensitive to changing economic conditions and various other factors, including fuel prices, interest rates, and tariffs. Our business and results of operations are substantially dependent on vehicle sales levels in the United States and in our particular geographic markets, as well as the gross profit margins that we can achieve on our sales of vehicles, all of which are very difficult to predict.
|
•
|
We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises.
|
•
|
We are investing significantly in our brand extension strategy, and if our strategic initiatives are not successful, we will have incurred significant expenses without the benefit of improved financial results.
|
•
|
If we are not able to maintain and enhance our retail brands and reputation or to attract consumers to our own digital channels, or if events occur that damage our retail brands, reputation, or sales channels, our business and financial results may be harmed.
|
•
|
New laws, regulations, or governmental policies regarding fuel economy and greenhouse gas emission standards, or changes to existing standards, may affect vehicle manufacturers’ ability to produce cost-effective vehicles or vehicles that consumers demand, which could adversely impact our business, results of operations, financial condition, cash flow, and prospects.
|
•
|
Natural disasters and adverse weather events can disrupt our business.
|
•
|
We are subject to restrictions imposed by, and significant influence from, vehicle manufacturers that may adversely impact our business, financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores.
|
•
|
We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affect our business, results of operations, financial condition, cash flows, and prospects.
|
•
|
Our operations are subject to extensive governmental laws and regulations. If we are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer.
|
•
|
A failure of our information systems or any security breach or unauthorized disclosure of confidential information could have a material adverse effect on our business.
|
•
|
Our debt agreements contain certain financial ratios and other restrictions on our ability to conduct our business, and our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations.
|
•
|
We are subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, and commercial paper program that could have a material adverse effect on our profitability.
|
•
|
Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our goodwill and other intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a material adverse impact on our results of operations and shareholders’ equity.
|
•
|
Our largest stockholders, as a result of their ownership stakes in us, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders. In addition, future share repurchases and fluctuations in the levels of ownership of our largest stockholders could impact the volume of trading, liquidity, and market price of our common stock.
|
•
|
AutoNation’s Twitter feed (www.twitter.com/autonation)
|
•
|
Mike Jackson’s Twitter feed (www.twitter.com/CEOMikeJackson)
|
•
|
AutoNation’s Facebook page (www.facebook.com/autonation)
|
•
|
Mike Jackson’s Facebook page (www.facebook.com/CEOMikeJackson)
|
|
Page
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
||||||
New vehicle
|
$
|
11,751.6
|
|
|
$
|
12,180.8
|
|
|
$
|
12,255.8
|
|
Used vehicle
|
5,123.3
|
|
|
4,878.4
|
|
|
4,995.3
|
|
|||
Parts and service
|
3,447.6
|
|
|
3,398.3
|
|
|
3,321.4
|
|
|||
Finance and insurance, net
|
981.4
|
|
|
939.2
|
|
|
894.6
|
|
|||
Other
|
108.9
|
|
|
137.9
|
|
|
141.9
|
|
|||
TOTAL REVENUE
|
21,412.8
|
|
|
21,534.6
|
|
|
21,609.0
|
|
|||
Cost of Sales:
|
|
|
|
|
|
||||||
New vehicle
|
11,235.5
|
|
|
11,592.4
|
|
|
11,620.0
|
|
|||
Used vehicle
|
4,781.6
|
|
|
4,563.2
|
|
|
4,677.7
|
|
|||
Parts and service
|
1,892.3
|
|
|
1,907.6
|
|
|
1,886.7
|
|
|||
Other
|
106.1
|
|
|
112.4
|
|
|
111.4
|
|
|||
TOTAL COST OF SALES (excluding depreciation shown below)
|
18,015.5
|
|
|
18,175.6
|
|
|
18,295.8
|
|
|||
Gross Profit:
|
|
|
|
|
|
||||||
New vehicle
|
516.1
|
|
|
588.4
|
|
|
635.8
|
|
|||
Used vehicle
|
341.7
|
|
|
315.2
|
|
|
317.6
|
|
|||
Parts and service
|
1,555.3
|
|
|
1,490.7
|
|
|
1,434.7
|
|
|||
Finance and insurance
|
981.4
|
|
|
939.2
|
|
|
894.6
|
|
|||
Other
|
2.8
|
|
|
25.5
|
|
|
30.5
|
|
|||
TOTAL GROSS PROFIT
|
3,397.3
|
|
|
3,359.0
|
|
|
3,313.2
|
|
|||
Selling, general, and administrative expenses
|
2,509.8
|
|
|
2,436.2
|
|
|
2,349.4
|
|
|||
Depreciation and amortization
|
166.2
|
|
|
158.6
|
|
|
143.4
|
|
|||
Franchise rights impairment
|
8.1
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
(64.7
|
)
|
|
(79.2
|
)
|
|
(69.1
|
)
|
|||
OPERATING INCOME
|
777.9
|
|
|
843.4
|
|
|
889.5
|
|
|||
Non-operating income (expense) items:
|
|
|
|
|
|
||||||
Floorplan interest expense
|
(130.4
|
)
|
|
(97.0
|
)
|
|
(76.5
|
)
|
|||
Other interest expense
|
(119.4
|
)
|
|
(120.2
|
)
|
|
(115.5
|
)
|
|||
Interest income
|
1.1
|
|
|
1.0
|
|
|
1.1
|
|
|||
Other income, net
|
0.2
|
|
|
9.3
|
|
|
3.7
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
529.4
|
|
|
636.5
|
|
|
702.3
|
|
|||
Income tax provision
|
133.5
|
|
|
201.5
|
|
|
270.6
|
|
|||
NET INCOME FROM CONTINUING OPERATIONS
|
395.9
|
|
|
435.0
|
|
|
431.7
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
0.1
|
|
|
(0.4
|
)
|
|
(1.2
|
)
|
|||
NET INCOME
|
$
|
396.0
|
|
|
$
|
434.6
|
|
|
$
|
430.5
|
|
BASIC EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.36
|
|
|
$
|
4.45
|
|
|
$
|
4.19
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.36
|
|
|
$
|
4.44
|
|
|
$
|
4.18
|
|
Weighted average common shares outstanding
|
90.9
|
|
|
97.8
|
|
|
103.1
|
|
|||
DILUTED EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.34
|
|
|
$
|
4.43
|
|
|
$
|
4.16
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.34
|
|
|
$
|
4.43
|
|
|
$
|
4.15
|
|
Weighted average common shares outstanding
|
91.3
|
|
|
98.2
|
|
|
103.8
|
|
|||
COMMON SHARES OUTSTANDING, net of treasury stock, at period end
|
90.0
|
|
|
91.6
|
|
|
100.7
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||
BALANCE AT DECEMBER 31, 2015
|
120,562,149
|
|
|
$
|
1.2
|
|
|
$
|
5.2
|
|
|
$
|
2,702.8
|
|
|
$
|
(359.9
|
)
|
|
$
|
2,349.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
430.5
|
|
|
—
|
|
|
430.5
|
|
|||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(497.0
|
)
|
|
(497.0
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
—
|
|
|
25.1
|
|
|||||
Shares awarded under stock-based compensation plans, net of shares withheld for taxes, including excess income tax benefit of $0.6
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
14.5
|
|
|
7.0
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||||
BALANCE AT DECEMBER 31, 2016
|
120,562,149
|
|
|
$
|
1.2
|
|
|
$
|
18.2
|
|
|
$
|
3,133.3
|
|
|
$
|
(842.4
|
)
|
|
$
|
2,310.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
434.6
|
|
|
—
|
|
|
434.6
|
|
|||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(434.9
|
)
|
|
(434.9
|
)
|
|||||
Treasury stock cancellation
|
(18,000,000
|
)
|
|
(0.2
|
)
|
|
(30.2
|
)
|
|
(735.6
|
)
|
|
766.0
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
20.6
|
|
|
—
|
|
|
—
|
|
|
20.6
|
|
|||||
Shares awarded under stock-based compensation plans, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
43.4
|
|
|
38.6
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|||||
BALANCE AT DECEMBER 31, 2017
|
102,562,149
|
|
|
$
|
1.0
|
|
|
$
|
4.0
|
|
|
$
|
2,832.2
|
|
|
$
|
(467.9
|
)
|
|
$
|
2,369.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
396.0
|
|
|
—
|
|
|
396.0
|
|
|||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.0
|
)
|
|
(100.0
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
25.5
|
|
|
—
|
|
|
—
|
|
|
25.5
|
|
|||||
Shares awarded under stock-based compensation plans, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|
—
|
|
|
23.8
|
|
|
15.1
|
|
|||||
Cumulative effect of change in accounting principle - revenue recognition
|
—
|
|
|
—
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
10.1
|
|
|||||
BALANCE AT DECEMBER 31, 2018
|
102,562,149
|
|
|
$
|
1.0
|
|
|
$
|
20.8
|
|
|
$
|
3,238.3
|
|
|
$
|
(544.1
|
)
|
|
$
|
2,716.0
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
396.0
|
|
|
$
|
434.6
|
|
|
$
|
430.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
(0.1
|
)
|
|
0.4
|
|
|
1.2
|
|
|||
Depreciation and amortization
|
166.2
|
|
|
158.6
|
|
|
143.4
|
|
|||
Amortization of debt issuance costs and accretion of debt discounts
|
5.4
|
|
|
5.6
|
|
|
5.4
|
|
|||
Stock-based compensation expense
|
25.5
|
|
|
20.6
|
|
|
25.1
|
|
|||
Deferred income tax provision (benefit)
|
14.5
|
|
|
(19.0
|
)
|
|
3.7
|
|
|||
Net gain on asset sales and dispositions
|
(57.6
|
)
|
|
(95.4
|
)
|
|
(62.6
|
)
|
|||
Franchise rights impairment
|
8.1
|
|
|
—
|
|
|
—
|
|
|||
Non-cash impairment charges
|
3.2
|
|
|
26.4
|
|
|
14.0
|
|
|||
Excess tax benefit from stock-based awards
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||
Other
|
0.8
|
|
|
(7.3
|
)
|
|
(10.6
|
)
|
|||
(Increase) decrease, net of effects from business combinations
and divestitures:
|
|
|
|
|
|
||||||
Receivables
|
133.7
|
|
|
(61.6
|
)
|
|
(99.3
|
)
|
|||
Inventory
|
(319.5
|
)
|
|
39.3
|
|
|
259.1
|
|
|||
Other assets
|
(107.9
|
)
|
|
(37.0
|
)
|
|
(33.6
|
)
|
|||
Increase (decrease), net of effects from business combinations
and divestitures:
|
|
|
|
|
|
||||||
Vehicle floorplan payable-trade, net
|
242.4
|
|
|
(64.4
|
)
|
|
(196.4
|
)
|
|||
Accounts payable
|
1.7
|
|
|
0.5
|
|
|
(5.8
|
)
|
|||
Other liabilities
|
(2.0
|
)
|
|
139.1
|
|
|
43.8
|
|
|||
Net cash provided by continuing operations
|
510.4
|
|
|
540.4
|
|
|
517.3
|
|
|||
Net cash provided by (used in) discontinued operations
|
0.6
|
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|||
Net cash provided by operating activities
|
511.0
|
|
|
540.1
|
|
|
516.0
|
|
|||
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(387.0
|
)
|
|
(310.1
|
)
|
|
(244.5
|
)
|
|||
Property operating lease buy-outs
|
(13.8
|
)
|
|
(3.3
|
)
|
|
(5.0
|
)
|
|||
Proceeds from the sale of property and equipment
|
28.0
|
|
|
21.0
|
|
|
8.7
|
|
|||
Proceeds from the disposal of assets held for sale
|
21.1
|
|
|
38.0
|
|
|
4.8
|
|
|||
Insurance recoveries on property and equipment
|
1.1
|
|
|
1.7
|
|
|
3.1
|
|
|||
Cash used in business acquisitions, net of cash acquired
|
(67.2
|
)
|
|
(76.8
|
)
|
|
(410.4
|
)
|
|||
Cash received from business divestitures, net of cash relinquished
|
173.2
|
|
|
104.6
|
|
|
150.4
|
|
|||
Investment in equity security
|
(50.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(0.7
|
)
|
|
(2.1
|
)
|
|
(0.1
|
)
|
|||
Net cash used in continuing operations
|
(295.3
|
)
|
|
(227.0
|
)
|
|
(493.0
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(295.3
|
)
|
|
(227.0
|
)
|
|
(493.0
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Repurchases of common stock
|
(100.0
|
)
|
|
(434.9
|
)
|
|
(497.0
|
)
|
|||
Payment of 6.75% Senior Notes due 2018
|
(400.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from 3.5% Senior Notes due 2024
|
—
|
|
|
449.4
|
|
|
—
|
|
|||
Proceeds from 3.8% Senior Notes due 2027
|
—
|
|
|
299.8
|
|
|
—
|
|
|||
Proceeds from revolving credit facilities
|
—
|
|
|
1,307.0
|
|
|
1,330.0
|
|
|||
Payments of revolving credit facilities
|
—
|
|
|
(1,307.0
|
)
|
|
(1,330.0
|
)
|
|||
Net proceeds from (payments of) commercial paper
|
300.0
|
|
|
(612.0
|
)
|
|
342.5
|
|
|||
Payment of debt issuance costs
|
—
|
|
|
(13.5
|
)
|
|
—
|
|
|||
Net proceeds from (payments of) vehicle floorplan payable - non-trade
|
(34.2
|
)
|
|
130.2
|
|
|
153.8
|
|
|||
Purchase of subsidiary shares
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
|||
Payments of mortgage facilities
|
—
|
|
|
(153.2
|
)
|
|
(22.5
|
)
|
|||
Payments of capital lease and other debt obligations
|
(15.8
|
)
|
|
(11.8
|
)
|
|
(4.2
|
)
|
|||
Proceeds from the exercise of stock options
|
17.8
|
|
|
39.7
|
|
|
8.4
|
|
|||
Payments of tax withholdings for stock-based awards
|
(2.7
|
)
|
|
(1.1
|
)
|
|
(2.0
|
)
|
|||
Excess tax benefit from stock-based awards
|
—
|
|
|
—
|
|
|
0.6
|
|
|||
Other
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in continuing operations
|
(237.4
|
)
|
|
(307.4
|
)
|
|
(35.6
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(237.4
|
)
|
|
(307.4
|
)
|
|
(35.6
|
)
|
|||
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(21.7
|
)
|
|
5.7
|
|
|
(12.6
|
)
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH at beginning of year
|
71.1
|
|
|
65.4
|
|
|
78.0
|
|
|||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH at end of year
|
$
|
49.4
|
|
|
$
|
71.1
|
|
|
$
|
65.4
|
|
Buildings and improvements
|
5 to 40 years
|
Furniture, fixtures, and equipment
|
3 to 10 years
|
Consolidated Balance Sheet Line Items
|
||||||||||||
|
|
December 31, 2018
|
||||||||||
Impact of changes in accounting policies
|
|
As reported
|
|
Balances without adoption of ASC Topic 606
|
|
Impact of adoption
Higher/(Lower)
|
||||||
Receivables, net
|
|
$
|
976.2
|
|
|
$
|
997.0
|
|
|
$
|
(20.8
|
)
|
Inventory
|
|
$
|
3,650.5
|
|
|
$
|
3,655.4
|
|
|
$
|
(4.9
|
)
|
Other current assets
|
|
$
|
208.7
|
|
|
$
|
150.2
|
|
|
$
|
58.5
|
|
Other assets
|
|
$
|
517.2
|
|
|
$
|
454.6
|
|
|
$
|
62.6
|
|
Other current liabilities
|
|
$
|
679.9
|
|
|
$
|
649.3
|
|
|
$
|
30.6
|
|
Deferred income taxes
|
|
$
|
89.8
|
|
|
$
|
85.1
|
|
|
$
|
4.7
|
|
Other liabilities
|
|
$
|
275.0
|
|
|
$
|
229.8
|
|
|
$
|
45.2
|
|
Retained earnings
|
|
$
|
3,238.3
|
|
|
$
|
3,223.4
|
|
|
$
|
14.9
|
|
Consolidated Statement of Income Line Items
|
||||||||||||
|
|
Twelve Months Ended December 31, 2018
|
||||||||||
Impact of changes in accounting policies
|
|
As reported
|
|
Balances without adoption of ASC Topic 606
|
|
Impact of adoption
Higher/(Lower) |
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Parts and service
|
|
$
|
3,447.6
|
|
|
$
|
3,447.6
|
|
|
$
|
—
|
|
Finance and insurance
|
|
$
|
981.4
|
|
|
$
|
975.2
|
|
|
$
|
6.2
|
|
Cost of sales:
|
|
|
|
|
|
|
||||||
Parts and service
|
|
$
|
1,892.3
|
|
|
$
|
1,892.4
|
|
|
$
|
(0.1
|
)
|
Gross profit:
|
|
|
|
|
|
|
||||||
Parts and service
|
|
$
|
1,555.3
|
|
|
$
|
1,555.2
|
|
|
$
|
0.1
|
|
Finance and insurance
|
|
$
|
981.4
|
|
|
$
|
975.2
|
|
|
$
|
6.2
|
|
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
$
|
529.4
|
|
|
$
|
523.1
|
|
|
$
|
6.3
|
|
Income tax provision
|
|
$
|
133.5
|
|
|
$
|
132.0
|
|
|
$
|
1.5
|
|
NET INCOME FROM CONTINUING OPERATIONS
|
|
$
|
395.9
|
|
|
$
|
391.1
|
|
|
$
|
4.8
|
|
NET INCOME
|
|
$
|
396.0
|
|
|
$
|
391.2
|
|
|
$
|
4.8
|
|
Consolidated Statement of Cash Flows Line Items
|
||||||||||||
|
|
Twelve Months Ended December 31, 2018
|
||||||||||
Impact of changes in accounting policies
|
|
As reported
|
|
Balances without adoption of ASC Topic 606
|
|
Impact of adoption
Higher/(Lower) |
||||||
Net income
|
|
$
|
396.0
|
|
|
$
|
391.2
|
|
|
$
|
4.8
|
|
Deferred income tax provision
|
|
$
|
14.5
|
|
|
$
|
13.0
|
|
|
$
|
1.5
|
|
(Increase) decrease, net of effects from business combinations and divestitures:
|
|
|
|
|
|
|
||||||
Receivables
|
|
$
|
133.7
|
|
|
$
|
112.9
|
|
|
$
|
20.8
|
|
Inventory
|
|
$
|
(319.5
|
)
|
|
$
|
(319.7
|
)
|
|
$
|
0.2
|
|
Other assets
|
|
$
|
(107.9
|
)
|
|
$
|
(4.8
|
)
|
|
$
|
(103.1
|
)
|
Increase (decrease), net of effects from business combinations
and divestitures: |
|
|
|
|
|
|
||||||
Other liabilities
|
|
$
|
(2.0
|
)
|
|
$
|
(77.8
|
)
|
|
$
|
75.8
|
|
|
December 31, 2018
|
|
January 1, 2018
|
||||
Receivables from contracts with customers, net
|
$
|
706.7
|
|
|
$
|
854.3
|
|
Contract Asset (Current)
|
$
|
28.2
|
|
|
$
|
18.4
|
|
Contract Asset (Long-Term)
|
$
|
17.4
|
|
|
$
|
1.4
|
|
Contract Liability (Current)
|
$
|
31.6
|
|
|
$
|
26.7
|
|
Contract Liability (Long-Term)
|
$
|
61.9
|
|
|
$
|
63.8
|
|
|
|
Twelve Months Ended December 31, 2018
|
||
Revenue recognized in the period from:
|
|
|
||
Amounts included in contract liability at the beginning of the period
|
|
$
|
29.8
|
|
Performance obligations satisfied in previous periods
|
|
$
|
23.6
|
|
|
|
Revenue Expected to Be Recognized by Period
|
||||||||||||||
|
|
Total
|
|
Less Than 1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
||||||||
Revenue expected to be recognized on VCP contracts sold as of period end
|
|
$
|
92.9
|
|
|
$
|
31.0
|
|
|
$
|
46.4
|
|
|
$
|
15.5
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Anti-dilutive equity instruments excluded from the computation of diluted earnings per share
|
2.3
|
|
|
3.1
|
|
|
3.0
|
|
|
2018
|
|
2017
|
||||
Trade receivables
|
$
|
130.4
|
|
|
$
|
162.6
|
|
Manufacturer receivables
|
242.3
|
|
|
253.3
|
|
||
Other
|
31.4
|
|
|
44.9
|
|
||
|
404.1
|
|
|
460.8
|
|
||
Less: allowances for doubtful accounts
|
(4.6
|
)
|
|
(5.5
|
)
|
||
|
399.5
|
|
|
455.3
|
|
||
Contracts-in-transit and vehicle receivables
|
568.6
|
|
|
655.7
|
|
||
Income taxes receivable (See Note 11)
|
8.1
|
|
|
—
|
|
||
Receivables, net
|
$
|
976.2
|
|
|
$
|
1,111.0
|
|
|
2018
|
|
2017
|
||||
New vehicles
|
$
|
2,874.8
|
|
|
$
|
2,577.9
|
|
Used vehicles
|
553.8
|
|
|
576.5
|
|
||
Parts, accessories, and other
|
221.9
|
|
|
211.2
|
|
||
Inventory
|
$
|
3,650.5
|
|
|
$
|
3,365.6
|
|
|
2018
|
|
2017
|
||||
Vehicle floorplan payable - trade
|
$
|
2,388.0
|
|
|
$
|
2,179.1
|
|
Vehicle floorplan payable - non-trade
|
1,609.7
|
|
|
1,627.8
|
|
||
Vehicle floorplan payable
|
$
|
3,997.7
|
|
|
$
|
3,806.9
|
|
|
2018
|
|
2017
|
||||
Land
|
$
|
1,360.8
|
|
|
$
|
1,332.5
|
|
Buildings and improvements
|
2,320.2
|
|
|
2,121.1
|
|
||
Furniture, fixtures, and equipment
|
807.1
|
|
|
720.2
|
|
||
|
4,488.1
|
|
|
4,173.8
|
|
||
Less: accumulated depreciation and amortization
|
(1,332.8
|
)
|
|
(1,211.1
|
)
|
||
Property and equipment, net
|
$
|
3,155.3
|
|
|
$
|
2,962.7
|
|
|
2018
|
|
2017
|
||||
Goodwill
|
$
|
1,513.2
|
|
|
$
|
1,515.0
|
|
|
|
|
|
||||
Franchise rights - indefinite-lived
|
$
|
580.1
|
|
|
$
|
572.2
|
|
Other intangible assets
|
22.2
|
|
|
23.3
|
|
||
|
602.3
|
|
|
595.5
|
|
||
Less: accumulated amortization
|
(6.9
|
)
|
|
(8.7
|
)
|
||
Intangible assets, net
|
$
|
595.4
|
|
|
$
|
586.8
|
|
|
Domestic
|
|
Import
|
|
Premium
Luxury
|
|
Other
|
|
Consolidated
|
||||||||||
Goodwill at January 1, 2017 (1)
|
$
|
252.1
|
|
|
$
|
558.2
|
|
|
$
|
697.4
|
|
|
$
|
3.6
|
|
|
$
|
1,511.3
|
|
Acquisitions, dispositions, and other adjustments, net (2)
|
(20.4
|
)
|
|
(25.8
|
)
|
|
14.7
|
|
|
35.2
|
|
|
3.7
|
|
|||||
Goodwill at December 31, 2017 (1)
|
231.7
|
|
|
532.4
|
|
|
712.1
|
|
|
38.8
|
|
|
1,515.0
|
|
|||||
Acquisitions, dispositions, and other adjustments, net (2)
|
0.8
|
|
|
(11.5
|
)
|
|
5.6
|
|
|
3.3
|
|
|
(1.8
|
)
|
|||||
Goodwill at December 31, 2018 (1)
|
$
|
232.5
|
|
|
$
|
520.9
|
|
|
$
|
717.7
|
|
|
$
|
42.1
|
|
|
$
|
1,513.2
|
|
(1)
|
Net of accumulated impairment losses of $1.47 billion associated with our single reporting unit (prior to September 30, 2008, our reporting unit structure was comprised of a single reporting unit) and $140.0 million associated with our Domestic reporting unit, both of which were recorded during the year ended December 31, 2008.
|
(2)
|
Includes amounts reclassified to held for sale, which are presented in Other Current Assets in our Consolidated Balance Sheet as of period end.
|
Debt Description
|
|
Maturity Date
|
|
Interest Payable
|
|
2018
|
|
2017
|
||||
6.75% Senior Notes
|
|
April 15, 2018
|
|
April 15 and October 15
|
|
$
|
—
|
|
|
$
|
400.0
|
|
5.5% Senior Notes
|
|
February 1, 2020
|
|
February 1 and August 1
|
|
350.0
|
|
|
350.0
|
|
||
3.35% Senior Notes
|
|
January 15, 2021
|
|
January 15 and July 15
|
|
300.0
|
|
|
300.0
|
|
||
3.5% Senior Notes
|
|
November 15, 2024
|
|
May 15 and November 15
|
|
450.0
|
|
|
450.0
|
|
||
4.5% Senior Notes
|
|
October 1, 2025
|
|
April 1 and October 1
|
|
450.0
|
|
|
450.0
|
|
||
3.8% Senior Notes
|
|
November 15, 2027
|
|
May 15 and November 15
|
|
300.0
|
|
|
300.0
|
|
||
Revolving credit facility
|
|
October 19, 2022
|
|
Monthly
|
|
—
|
|
|
—
|
|
||
Capital leases and other debt
|
|
Various dates through 2038
|
|
Monthly
|
|
133.1
|
|
|
139.4
|
|
||
|
|
|
|
|
|
1,983.1
|
|
|
2,389.4
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
|
(12.6
|
)
|
|
(15.7
|
)
|
||||||
Less: current maturities
|
|
|
|
|
|
(44.3
|
)
|
|
(414.5
|
)
|
||
Long-term debt, net of current maturities
|
|
|
|
$
|
1,926.2
|
|
|
$
|
1,959.2
|
|
Year Ending December 31:
|
|
||
2019
|
$
|
44.3
|
|
2020
|
354.8
|
|
|
2021
|
304.7
|
|
|
2022
|
4.6
|
|
|
2023
|
4.8
|
|
|
Thereafter
|
1,269.9
|
|
|
|
$
|
1,983.1
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance - January 1
|
$
|
120.8
|
|
|
$
|
116.8
|
|
|
$
|
97.3
|
|
Add: Provisions
|
108.3
|
|
|
96.3
|
|
|
106.6
|
|
|||
Deduct: Chargebacks
|
(101.0
|
)
|
|
(92.3
|
)
|
|
(87.1
|
)
|
|||
Balance - December 31
|
$
|
128.1
|
|
|
$
|
120.8
|
|
|
$
|
116.8
|
|
|
2018
|
|
2017
|
||||
Self-insurance - current portion
|
$
|
29.9
|
|
|
$
|
29.5
|
|
Self-insurance - long-term portion
|
47.4
|
|
|
48.7
|
|
||
Total self-insurance liabilities
|
$
|
77.3
|
|
|
$
|
78.2
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
93.0
|
|
|
$
|
190.6
|
|
|
$
|
234.9
|
|
State
|
26.8
|
|
|
29.4
|
|
|
31.4
|
|
|||
Federal and state deferred
|
10.9
|
|
|
(22.1
|
)
|
|
3.7
|
|
|||
Change in valuation allowance, net
|
3.5
|
|
|
3.3
|
|
|
0.3
|
|
|||
Adjustments and settlements
|
(0.7
|
)
|
|
0.3
|
|
|
0.3
|
|
|||
Income tax provision
|
$
|
133.5
|
|
|
$
|
201.5
|
|
|
$
|
270.6
|
|
|
2018
|
|
%
|
|
2017
|
|
%
|
|
2016
|
|
%
|
|||||||||
Income tax provision at statutory rate
|
$
|
111.2
|
|
|
21.0
|
|
|
$
|
222.8
|
|
|
35.0
|
|
|
$
|
245.8
|
|
|
35.0
|
|
Non-deductible expenses, net
|
4.9
|
|
|
0.9
|
|
|
5.9
|
|
|
0.9
|
|
|
4.6
|
|
|
0.7
|
|
|||
State income taxes, net of federal benefit
|
22.8
|
|
|
4.3
|
|
|
19.7
|
|
|
3.1
|
|
|
21.7
|
|
|
3.1
|
|
|||
|
138.9
|
|
|
26.2
|
|
|
248.4
|
|
|
39.0
|
|
|
272.1
|
|
|
38.8
|
|
|||
Change in tax rate
|
(5.0
|
)
|
|
(0.9
|
)
|
|
(44.2
|
)
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance, net
|
3.5
|
|
|
0.7
|
|
|
3.3
|
|
|
0.5
|
|
|
0.3
|
|
|
—
|
|
|||
Adjustments and settlements
|
(0.7
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|||
Federal and state tax credits
|
(1.0
|
)
|
|
(0.2
|
)
|
|
(3.7
|
)
|
|
(0.6
|
)
|
|
(1.9
|
)
|
|
(0.3
|
)
|
|||
Other, net
|
(2.2
|
)
|
|
(0.5
|
)
|
|
(2.6
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
—
|
|
|||
Income tax provision
|
$
|
133.5
|
|
|
25.2
|
|
|
$
|
201.5
|
|
|
31.7
|
|
|
$
|
270.6
|
|
|
38.5
|
|
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
||||
Inventory
|
$
|
23.3
|
|
|
$
|
22.8
|
|
Receivable allowances
|
1.4
|
|
|
1.9
|
|
||
Warranty, chargeback, and self-insurance liabilities
|
48.4
|
|
|
47.4
|
|
||
Other accrued liabilities
|
30.0
|
|
|
25.4
|
|
||
Deferred compensation
|
19.0
|
|
|
18.8
|
|
||
Stock-based compensation
|
21.2
|
|
|
18.9
|
|
||
Loss carryforwards—federal and state
|
7.0
|
|
|
6.5
|
|
||
Other, net
|
8.8
|
|
|
10.2
|
|
||
Total deferred income tax assets
|
159.1
|
|
|
151.9
|
|
||
Valuation allowance
|
(8.9
|
)
|
|
(5.4
|
)
|
||
Deferred income tax assets, net of valuation allowance
|
150.2
|
|
|
146.5
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Long-lived assets (intangible assets and property)
|
(225.1
|
)
|
|
(207.1
|
)
|
||
Other, net
|
(14.9
|
)
|
|
(11.3
|
)
|
||
Total deferred income tax liabilities
|
(240.0
|
)
|
|
(218.4
|
)
|
||
Net deferred income tax liabilities
|
$
|
(89.8
|
)
|
|
$
|
(71.9
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
$
|
6.4
|
|
|
$
|
5.8
|
|
|
$
|
5.6
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
0.6
|
|
|
0.8
|
|
|
0.8
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Reductions for expirations of statute of limitations
|
(0.9
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Settlements
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
$
|
4.3
|
|
|
$
|
6.4
|
|
|
$
|
5.8
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Shares repurchased
|
2.1
|
|
|
10.1
|
|
|
10.5
|
|
|||
Aggregate purchase price
|
$
|
100.0
|
|
|
$
|
434.9
|
|
|
$
|
497.0
|
|
Average purchase price per share
|
$
|
47.58
|
|
|
$
|
42.99
|
|
|
$
|
47.30
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Shares issued
|
0.5
|
|
|
1.0
|
|
|
0.3
|
|
|||
Proceeds from the exercise of stock options
|
$
|
17.8
|
|
|
$
|
39.7
|
|
|
$
|
8.4
|
|
Average exercise price per share
|
$
|
35.25
|
|
|
$
|
37.85
|
|
|
$
|
31.21
|
|
(In actual number of shares)
|
2018
|
|
2017
|
|
2016
|
|||
Shares issued
|
122,661
|
|
|
20,000
|
|
|
143,424
|
|
Shares surrendered to AutoNation to satisfy tax withholding obligations
|
56,027
|
|
|
26,514
|
|
|
38,906
|
|
|
RSUs
|
|||||
|
Shares
(in actual number of shares) |
|
Weighted-Average
Grant Date Fair Value |
|||
Nonvested at January 1
|
519,609
|
|
|
$
|
43.22
|
|
Granted (1)
|
670,366
|
|
|
$
|
49.16
|
|
Vested
|
(146,200
|
)
|
|
$
|
45.99
|
|
Forfeited
|
(15,243
|
)
|
|
$
|
44.53
|
|
Nonvested at December 31
|
1,028,532
|
|
|
$
|
46.69
|
|
(1)
|
The RSUs granted during 2018 are primarily related to our employee annual equity award grant in March 2018 and non-employee director annual equity award grant in January 2018.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average grant-date fair value of RSUs granted
|
$
|
49.16
|
|
|
$
|
43.66
|
|
|
$
|
58.69
|
|
Total fair value of RSUs vested (in millions)
|
$
|
7.3
|
|
|
$
|
2.2
|
|
|
$
|
2.3
|
|
|
2016
|
|
Risk-free interest rate
|
1.16% - 1.55%
|
|
Expected dividend yield
|
—
|
|
Expected term
|
4 - 7 years
|
|
Expected volatility
|
29% - 31%
|
|
|
Stock Options
|
|||||||||||
|
Shares
(in millions)
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|||||
Options outstanding at January 1
|
3.7
|
|
|
$
|
48.49
|
|
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
(0.5
|
)
|
|
$
|
35.25
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Expired
|
(0.1
|
)
|
|
$
|
59.75
|
|
|
|
|
|
||
Options outstanding as of December 31
|
3.1
|
|
|
$
|
50.20
|
|
|
5.13
|
|
$
|
2.5
|
|
Options exercisable at December 31
|
2.7
|
|
|
$
|
49.34
|
|
|
4.78
|
|
$
|
2.5
|
|
Options exercisable at December 31 and expected to vest thereafter
|
3.1
|
|
|
$
|
50.23
|
|
|
5.08
|
|
$
|
2.5
|
|
Options available for future grants at December 31
|
4.8
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average grant-date fair value of stock options granted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.96
|
|
Total intrinsic value of stock options exercised (in millions)
|
$
|
8.2
|
|
|
$
|
11.9
|
|
|
$
|
5.3
|
|
|
Restricted Stock
|
|||||
|
Shares
(in actual number of shares) |
|
Weighted-Average
Grant Date Fair Value |
|||
Nonvested at January 1
|
147,931
|
|
|
$
|
55.65
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(68,842
|
)
|
|
$
|
55.84
|
|
Forfeited
|
(8,371
|
)
|
|
$
|
56.27
|
|
Nonvested at December 31
|
70,718
|
|
|
$
|
55.38
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average grant-date fair value of restricted stock awards granted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52.23
|
|
Total fair value of restricted stock awards vested (in millions)
|
$
|
3.3
|
|
|
$
|
4.2
|
|
|
$
|
6.4
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
RSUs
|
$
|
21.7
|
|
|
$
|
14.2
|
|
|
$
|
2.3
|
|
Stock options
|
1.6
|
|
|
3.1
|
|
|
16.2
|
|
|||
Restricted stock
|
2.2
|
|
|
3.3
|
|
|
6.6
|
|
|||
Total stock-based compensation expense
|
$
|
25.5
|
|
|
$
|
20.6
|
|
|
$
|
25.1
|
|
|
|
|
|
|
|
||||||
Tax benefit related to stock-based compensation expense
|
$
|
3.0
|
|
|
$
|
7.8
|
|
|
$
|
9.6
|
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
48.6
|
|
|
$
|
69.2
|
|
Restricted cash included in Current Assets
|
0.8
|
|
|
1.9
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
49.4
|
|
|
$
|
71.1
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities
|
|
|
Level 2
|
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
|
|
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
|
•
|
Cash and cash equivalents, receivables, other current assets, vehicle floorplan payable, accounts payable, other current liabilities, commercial paper, and variable rate debt: The amounts reported in the accompanying Consolidated Balance Sheets approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.
|
•
|
Investment in equity security: In October 2018, we invested $50.0 million in an equity security that does not have a readily determinable fair value. Therefore, we have elected to apply a measurement alternative and have recorded the equity interest at its cost of $50.0 million, which will be subsequently adjusted for observable price changes. The equity interest is reported in Other Assets in the accompanying Consolidated Balance Sheet. We have considered all relevant transactions since the date of our investment through December 31, 2018, and we have not recorded any impairments or upward or downward adjustments to the carrying amount of our investment as of December 31, 2018, as there have not been any changes in the observable price of our equity interest as of such date.
|
•
|
Fixed rate long-term debt: Our fixed rate long-term debt consists primarily of amounts outstanding under our senior unsecured notes. We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level 1). A summary of the aggregate carrying values and fair values of our fixed rate long-term debt is as follows:
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Carrying value
|
$
|
1,970.5
|
|
|
$
|
2,373.7
|
|
Fair value
|
$
|
1,908.9
|
|
|
$
|
2,442.1
|
|
|
2018
|
|
2017
|
||||||||||||
Description
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Gain/(Loss)
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Gain/(Loss)
|
||||||||
Franchise rights
|
$
|
31.7
|
|
|
$
|
(8.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-lived assets held and used
|
$
|
—
|
|
|
$
|
(2.6
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Long-lived assets held for sale in continuing operations
|
$
|
7.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
121.3
|
|
|
$
|
(26.0
|
)
|
Noncancelable Lease Commitments
|
Capital
|
|
Operating(1)
|
||||
2019
|
$
|
35.7
|
|
|
$
|
61.2
|
|
2020
|
10.4
|
|
|
51.0
|
|
||
2021
|
10.1
|
|
|
46.1
|
|
||
2022
|
10.2
|
|
|
42.1
|
|
||
2023
|
10.1
|
|
|
36.6
|
|
||
Thereafter
|
108.7
|
|
|
258.4
|
|
||
Total minimum lease payments
|
$
|
185.2
|
|
|
$
|
495.4
|
|
Less: Amounts representing interest
|
(69.5
|
)
|
|
|
|||
|
$
|
115.7
|
|
|
|
(1)
|
Future minimum operating lease payments do not reflect future minimum sublease income of $2.2 million. Additionally, operating leases that are on a month-to-month basis are not included.
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
|
Domestic
|
|
Import
|
|
Premium Luxury
|
|
Corporate and other
|
|
Total
|
||||||||||
Revenues from external customers
|
|
$
|
7,134.5
|
|
|
$
|
6,786.4
|
|
|
$
|
7,010.9
|
|
|
$
|
481.0
|
|
|
$
|
21,412.8
|
|
Floorplan interest expense
|
|
$
|
51.3
|
|
|
$
|
31.0
|
|
|
$
|
41.7
|
|
|
$
|
6.4
|
|
|
$
|
130.4
|
|
Depreciation and amortization
|
|
$
|
37.3
|
|
|
$
|
33.2
|
|
|
$
|
47.6
|
|
|
$
|
48.1
|
|
|
$
|
166.2
|
|
Segment income (loss)(1)
|
|
$
|
249.3
|
|
|
$
|
304.7
|
|
|
$
|
340.9
|
|
|
$
|
(247.4
|
)
|
|
$
|
647.5
|
|
Capital expenditures
|
|
$
|
77.7
|
|
|
$
|
56.2
|
|
|
$
|
144.2
|
|
|
$
|
115.5
|
|
|
$
|
393.6
|
|
Segment assets
|
|
$
|
2,684.5
|
|
|
$
|
1,934.3
|
|
|
$
|
3,046.4
|
|
|
$
|
2,999.9
|
|
|
$
|
10,665.1
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
|
Domestic
|
|
Import
|
|
Premium Luxury
|
|
Corporate and other
|
|
Total
|
||||||||||
Revenues from external customers
|
|
$
|
7,452.8
|
|
|
$
|
6,873.4
|
|
|
$
|
6,832.7
|
|
|
$
|
375.7
|
|
|
$
|
21,534.6
|
|
Floorplan interest expense
|
|
$
|
40.9
|
|
|
$
|
23.2
|
|
|
$
|
28.4
|
|
|
$
|
4.5
|
|
|
$
|
97.0
|
|
Depreciation and amortization
|
|
$
|
38.2
|
|
|
$
|
34.3
|
|
|
$
|
44.5
|
|
|
$
|
41.6
|
|
|
$
|
158.6
|
|
Segment income (loss)(1)
|
|
$
|
257.1
|
|
|
$
|
303.1
|
|
|
$
|
348.8
|
|
|
$
|
(162.6
|
)
|
|
$
|
746.4
|
|
Capital expenditures
|
|
$
|
36.2
|
|
|
$
|
32.8
|
|
|
$
|
101.7
|
|
|
$
|
162.2
|
|
|
$
|
332.9
|
|
Segment assets
|
|
$
|
2,563.9
|
|
|
$
|
1,992.6
|
|
|
$
|
2,716.8
|
|
|
$
|
2,998.2
|
|
|
$
|
10,271.5
|
|
|
|
Twelve Months Ended December 31, 2016
|
||||||||||||||||||
|
|
Domestic
|
|
Import
|
|
Premium Luxury
|
|
Corporate and other
|
|
Total
|
||||||||||
Revenues from external customers
|
|
$
|
7,810.0
|
|
|
$
|
6,886.1
|
|
|
$
|
6,665.3
|
|
|
$
|
247.6
|
|
|
$
|
21,609.0
|
|
Floorplan interest expense
|
|
$
|
33.7
|
|
|
$
|
17.4
|
|
|
$
|
22.7
|
|
|
$
|
2.7
|
|
|
$
|
76.5
|
|
Depreciation and amortization
|
|
$
|
37.5
|
|
|
$
|
35.4
|
|
|
$
|
40.7
|
|
|
$
|
29.8
|
|
|
$
|
143.4
|
|
Segment income (loss)(1)
|
|
$
|
311.1
|
|
|
$
|
296.8
|
|
|
$
|
350.2
|
|
|
$
|
(145.1
|
)
|
|
$
|
813.0
|
|
Capital expenditures
|
|
$
|
62.5
|
|
|
$
|
28.0
|
|
|
$
|
95.6
|
|
|
$
|
67.1
|
|
|
$
|
253.2
|
|
(1)Segment income is defined as operating income less floorplan interest expense.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total external revenues for reportable segments
|
$
|
20,931.8
|
|
|
$
|
21,158.9
|
|
|
$
|
21,361.4
|
|
Corporate and other revenues
|
481.0
|
|
|
375.7
|
|
|
247.6
|
|
|||
Total consolidated revenues
|
$
|
21,412.8
|
|
|
$
|
21,534.6
|
|
|
$
|
21,609.0
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Total segment income for reportable segments
|
$
|
894.9
|
|
|
$
|
909.0
|
|
|
$
|
958.1
|
|
Corporate and other
|
(247.4
|
)
|
|
(162.6
|
)
|
|
(145.1
|
)
|
|||
Other interest expense
|
(119.4
|
)
|
|
(120.2
|
)
|
|
(115.5
|
)
|
|||
Interest income
|
1.1
|
|
|
1.0
|
|
|
1.1
|
|
|||
Other income, net
|
0.2
|
|
|
9.3
|
|
|
3.7
|
|
|||
Income from continuing operations before income taxes
|
$
|
529.4
|
|
|
$
|
636.5
|
|
|
$
|
702.3
|
|
a.
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be assumed by the remaining participating employers.
|
c.
|
If we choose to stop participating in a multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan, subject to certain limits, referred to as a withdrawal liability.
|
|
|
|
|
Pension Protection Act Zone Status
|
|
Contributions of AutoNation
($ in millions) (1)
|
|
|
|
Expiration Date of Collective-Bargaining Agreement
|
||||||||||||
Pension Fund
|
|
EIN/Pension PlanNumber
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2016
|
|
Surcharge Imposed
|
|
|||||||
Automotive Industries Pension Plan
|
|
94-1133245 - 001
|
|
Red
|
|
Red
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
|
$
|
1.1
|
|
|
Yes
|
|
(2)
|
Other funds
|
|
|
|
|
|
|
|
0.3
|
|
|
0.3
|
|
|
0.4
|
|
|
|
|
|
|||
Total contributions
|
|
|
|
|
|
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
$
|
1.5
|
|
|
|
|
|
(1)
|
Our stores were not listed in the Automotive Industries Pension Plan’s Form 5500 as providing more than 5% of the total contributions for the plan years ended December 31, 2017 or 2016.
|
(2)
|
We are party to three collective-bargaining agreements that require contributions to the Automotive Industries Pension Plan. Two of the agreements have an expiration date of December 31, 2019, and one agreement has an expiration date of December 31, 2021.
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenue
|
2018
|
|
$
|
5,259.9
|
|
|
$
|
5,392.0
|
|
|
$
|
5,349.2
|
|
|
$
|
5,411.7
|
|
|
2017
|
|
$
|
5,139.4
|
|
|
$
|
5,279.3
|
|
|
$
|
5,432.4
|
|
|
$
|
5,683.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
2018
|
|
$
|
842.3
|
|
|
$
|
851.8
|
|
|
$
|
855.3
|
|
|
$
|
847.9
|
|
|
2017
|
|
$
|
819.8
|
|
|
$
|
826.1
|
|
|
$
|
845.9
|
|
|
$
|
867.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income(1)
|
2018
|
|
$
|
185.8
|
|
|
$
|
191.2
|
|
|
$
|
203.6
|
|
|
$
|
197.3
|
|
|
2017
|
|
$
|
206.7
|
|
|
$
|
196.2
|
|
|
$
|
211.2
|
|
|
$
|
229.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations(1) (2)
|
2018
|
|
$
|
93.3
|
|
|
$
|
97.4
|
|
|
$
|
112.3
|
|
|
$
|
92.9
|
|
|
2017
|
|
$
|
98.2
|
|
|
$
|
87.7
|
|
|
$
|
97.6
|
|
|
$
|
151.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income(1) (2)
|
2018
|
|
$
|
93.7
|
|
|
$
|
97.6
|
|
|
$
|
112.0
|
|
|
$
|
92.7
|
|
|
2017
|
|
$
|
98.1
|
|
|
$
|
87.7
|
|
|
$
|
97.5
|
|
|
$
|
151.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations(1) (2) (3)
|
2018
|
|
$
|
1.01
|
|
|
$
|
1.07
|
|
|
$
|
1.24
|
|
|
$
|
1.03
|
|
|
2017
|
|
$
|
0.97
|
|
|
$
|
0.87
|
|
|
$
|
1.00
|
|
|
$
|
1.65
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations(1) (2) (3)
|
2018
|
|
$
|
1.01
|
|
|
$
|
1.07
|
|
|
$
|
1.24
|
|
|
$
|
1.02
|
|
|
2017
|
|
$
|
0.97
|
|
|
$
|
0.86
|
|
|
$
|
1.00
|
|
|
$
|
1.64
|
|
(1)
|
During the fourth quarter of 2018, we recorded net gains of $18.6 million ($14.1 million after-tax) primarily related to business/property divestitures. During the fourth quarter of 2017, we recorded net gains of $25.0 million ($15.5 million after-tax) related to business/property divestitures.
|
(2)
|
During the fourth quarter of 2017, we recognized a $41.3 million provisional income tax benefit due to the revaluation of our deferred tax liability as a result of the U.S. tax reform bill enacted in December 2017.
|
(3)
|
The sum of quarterly basic and diluted earnings per share from continuing operations may not equal full year amounts as reported in the Consolidated Statements of Income due to the effect of the calculation of weighted average common stock equivalents on a quarterly basis.
|
EQUITY COMPENSATION PLANS
|
||||||
|
(A)
|
(B)
|
(C)
|
|||
Plan Category
|
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans
(Excluding Securities Reflected in
Column A)
|
|||
Equity Compensation Plans Approved by Security Holders
|
4,260,370
|
(1)
|
$50.20(2)
|
4,756,280
|
(3)
|
|
Equity Compensation Plans Not Approved by Security Holders
|
—
|
|
—
|
|
—
|
|
Total
|
4,260,370
|
(1)
|
$50.20(2)
|
4,756,280
|
(3)
|
(1)
|
Includes 1,028,532 shares granted under the AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”) and 148,268 shares granted under the AutoNation, Inc. 2014 Non-Employee Director Equity Plan (the “2014 Plan”) that are issuable upon settlement of outstanding restricted stock units (“RSUs”). The remaining balance consists of outstanding stock option awards.
|
(2)
|
The weighted average exercise price does not take into account the shares issuable upon settlement of outstanding RSUs, which have no exercise price.
|
(3)
|
Includes 4,368,144 shares available under the 2017 Plan and 388,136 shares available under the 2014 Plan.
|
1.
|
Financial Statements: The Consolidated Financial Statements of AutoNation are set forth in Part II, Item 8 of this Form 10-K.
|
2.
|
Financial Statement Schedules: Not applicable.
|
3.
|
Exhibits: The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Form 10-K.
|
AUTONATION, INC.
|
||
(Registrant)
|
||
|
|
|
By:
|
|
/s/ MICHAEL J. JACKSON
|
|
|
Michael J. Jackson
Chairman, Chief Executive Officer and President
|
|
|
February 22, 2019
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ MICHAEL J. JACKSON
|
|
Chairman, Chief Executive Officer
|
|
February 22, 2019
|
Michael J. Jackson
|
|
and President (Principal Executive Officer)
|
|
|
|
|
|
|
|
/S/ CHERYL MILLER
|
|
Executive Vice President and Chief
|
|
February 22, 2019
|
Cheryl Miller
|
|
Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
/S/ CHRISTOPHER CADE
|
|
Senior Vice President and Chief Accounting
|
|
February 22, 2019
|
Christopher Cade
|
|
Officer (Principal Accounting Officer)
|
|
|
|
|
|
|
|
/S/ RICK L. BURDICK
|
|
Director
|
|
February 22, 2019
|
Rick L. Burdick
|
|
|
|
|
|
|
|
|
|
/s/ TOMAGO COLLINS
|
|
Director
|
|
February 22, 2019
|
Tomago Collins
|
|
|
|
|
|
|
|
|
|
/S/ DAVID B. EDELSON
|
|
Director
|
|
February 22, 2019
|
David B. Edelson
|
|
|
|
|
|
|
|
|
|
/S/ ROBERT R. GRUSKY
|
|
Director
|
|
February 22, 2019
|
Robert R. Grusky
|
|
|
|
|
|
|
|
|
|
/S/ KAVEH KHOSROWSHAHI
|
|
Director
|
|
February 22, 2019
|
Kaveh Khosrowshahi
|
|
|
|
|
|
|
|
|
|
/S/ G. MIKE MIKAN
|
|
Director
|
|
February 22, 2019
|
G. Mike Mikan
|
|
|
|
|
|
|
|
|
|
/S/ ALISON H. ROSENTHAL
|
|
Director
|
|
February 22, 2019
|
Alison H. Rosenthal
|
|
|
|
|
|
|
|
|
|
/S/ JACQUELINE A. TRAVISIANO
|
|
Director
|
|
February 22, 2019
|
Jacqueline A. Travisiano
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
3.1
|
|
|
10-Q
|
|
001-13107
|
|
3.1
|
|
|
8/13/99
|
|
3.2
|
|
|
8-K
|
|
001-13107
|
|
3.1
|
|
|
12/16/16
|
|
4.1
|
|
|
8-K
|
|
001-13107
|
|
4.1
|
|
|
4/15/10
|
|
4.2
|
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
2/1/12
|
|
4.3
|
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
2/1/12
|
|
4.4
|
|
|
10-Q
|
|
001-13107
|
|
4.6
|
|
|
4/25/12
|
|
4.5
|
|
|
10-Q
|
|
001-13107
|
|
4.2
|
|
|
4/18/14
|
|
4.6
|
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
9/21/15
|
|
4.7
|
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
9/21/15
|
|
4.8
|
|
|
8-K
|
|
001-13107
|
|
4.3
|
|
|
9/21/15
|
|
4.9
|
|
|
8-K
|
|
001-13107
|
|
4.3
|
|
|
9/21/15
|
|
4.10
|
|
|
10-Q
|
|
001-13107
|
|
4.2
|
|
|
4/22/16
|
|
4.11
|
|
|
10-Q
|
|
001-13107
|
|
4.3
|
|
|
4/22/16
|
|
4.12
|
|
|
10-Q
|
|
001-13107
|
|
4.4
|
|
|
4/22/16
|
|
4.13
|
|
|
10-Q
|
|
001-13107
|
|
4.2
|
|
|
10/28/16
|
|
4.14
|
|
|
10-Q
|
|
001-13107
|
|
4.3
|
|
|
10/28/16
|
|
4.15
|
|
|
10-Q
|
|
001-13107
|
|
4.4
|
|
|
10/28/16
|
|
4.16
|
|
|
10-Q
|
|
001-13107
|
|
4.2
|
|
|
11/2/17
|
|
4.17
|
|
|
10-Q
|
|
001-13107
|
|
4.3
|
|
|
11/2/17
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
4.18
|
|
|
10-Q
|
|
001-13107
|
|
4.4
|
|
|
11/2/17
|
|
4.19
|
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
11/13/17
|
|
4.20
|
|
|
8-K
|
|
001-13107
|
|
4.3
|
|
|
11/13/17
|
|
4.21
|
|
|
8-K
|
|
001-13107
|
|
4.4
|
|
|
11/13/17
|
|
4.22
|
|
|
8-K
|
|
001-13107
|
|
4.5
|
|
|
11/13/17
|
|
10.1
|
|
|
10-Q
|
|
001-13107
|
|
10.2
|
|
|
8/14/00
|
|
10.2
|
|
|
10-K
|
|
001-13107
|
|
10.10
|
|
|
3/31/99
|
|
10.3
|
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
10/27/06
|
|
10.4
|
|
|
10-K
|
|
001-13107
|
|
10.4
|
|
|
2/28/07
|
|
10.5
|
|
|
10-K
|
|
001-13107
|
|
10.5
|
|
|
2/28/07
|
|
10.6
|
|
|
S-8
|
|
333-214308
|
|
99.1
|
|
|
10/28/16
|
|
10.7
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
9/19/18
|
|
10.8
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
3/8/17
|
|
10.9
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
6/1/17
|
|
10.10
|
|
|
10-K
|
|
001-13107
|
|
10.17
|
|
|
2/28/07
|
|
10.11
|
|
|
10-Q
|
|
001-13107
|
|
10.4
|
|
|
10/28/10
|
|
10.12
|
|
|
8-K
|
|
001-13107
|
|
10.2
|
|
|
2/2/12
|
|
10.13
|
|
|
10-Q
|
|
001-13107
|
|
10.6
|
|
|
4/18/14
|
|
10.14
|
|
|
10-Q
|
|
001-13107
|
|
10.2
|
|
|
7/17/14
|
|
10.15
|
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
4/25/17
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
10.16
|
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
4/25/08
|
|
10.17
|
|
|
10-Q
|
|
001-13107
|
|
10.4
|
|
|
4/24/09
|
|
10.18
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
3/7/14
|
|
10.19
|
|
|
10-Q
|
|
001-13107
|
|
10.4
|
|
|
4/22/15
|
|
10.20
|
|
|
10-Q
|
|
001-13107
|
|
10.5
|
|
|
4/22/15
|
|
10.21
|
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
4/22/16
|
|
10.22
|
|
|
10-Q
|
|
001-13107
|
|
10.2
|
|
|
4/22/16
|
|
10.23
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
2/6/15
|
|
10.24
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
4/21/17
|
|
10.25
|
|
|
8-K
|
|
001-13107
|
|
10.2
|
|
|
4/21/17
|
|
10.26
|
|
|
10-Q
|
|
001-13107
|
|
10.3
|
|
|
8/2/17
|
|
10.27
|
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
5/1/18
|
|
10.28
|
|
|
10-Q
|
|
001-13107
|
|
10.2
|
|
|
5/1/18
|
|
10.29
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
1/9/19
|
|
10.30
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
1/24/19
|
|
10.31*
|
|
|
|
|
|
|
|
|
|
||
10.32*
|
|
|
|
|
|
|
|
|
|
||
10.33
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
2/22/19
|
|
10.34
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
1/29/09
|
|
10.35
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
8/16/10
|
|
10.36
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
10/24/17
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
10.37
|
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
5/22/15
|
|
21.1*
|
|
|
|
|
|
|
|
|
|
||
23.1*
|
|
|
|
|
|
|
|
|
|
||
31.1*
|
|
|
|
|
|
|
|
|
|
||
31.2*
|
|
|
|
|
|
|
|
|
|
||
32.1**
|
|
|
|
|
|
|
|
|
|
||
32.2**
|
|
|
|
|
|
|
|
|
|
||
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith
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**
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Furnished herewith
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1.
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Separation Date and Terms. As of January 7, 2019, Executive resigned from his position as Executive Vice President and Chief Operating Officer (the “Separation Date”), at which time Executive’s employment with the Company and in any and all other positions with the Company that Executive held terminated (including, but not limited to, as an officer or director of any subsidiary of the Company, and being a member on any committees). On the next regularly scheduled payroll date following the Separation Date, the Company will pay to Executive: (a) all wages earned through the Separation Date and (b) any accrued and unused vacation as of the Separation Date paid in accordance with the applicable Company policy. Except as set forth herein, Executive acknowledges that the Company owes no other bonuses, commissions, wages, vacation pay, sick pay, or benefits to Executive as of the Separation Date.
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2.
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Company Consideration. For and in consideration of the promises made by Executive in this Agreement, subject to Executive executing this Agreement as provided in Section 14 below and not revoking this Agreement prior to the expiration of the seven (7)-day revocation period provided in this Agreement (the date of such expiration being hereinafter referred to as the “Effective Date”) and subject to Executive’s compliance with Executive’s restrictive covenant obligations in this Agreement and in any other existing agreements with the Company, AutoNation agrees as follows:
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(a)
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Severance Payment. To pay Executive severance pay in the total gross amount of $2,256,139.12, less applicable taxes and other withholdings and authorized or required deductions. The severance pay will be disbursed in an initial installment of $334,784.95 (less withholdings and deductions) and 35 installments of $54,895.83 (less withholdings and deductions) in accordance with the Company’s normal payroll schedule. The first installment will be disbursed on the Company’s first payroll date following the Effective Date. The remaining installments will be disbursed on a consecutive semi-monthly basis following payment of the first installment.
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(b)
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2018 Bonus Payment. To pay Executive an additional payment equal to the annual bonus that Executive would have been entitled to receive in respect of the 2018 fiscal year, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive and shall be payable in a lump sum at the same time bonuses are paid to other executives of the Company, but in no event later than March 15, 2019 (less withholdings and deductions). The performance pay-out percentage applied to Executive’s target bonus shall be the same as that applied to other Executive Officers of the Company. Notwithstanding the terms of the Company’s Executive Severance Plan, Executive shall not be eligible for a bonus in respect of the 2019 fiscal year.
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(c)
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COBRA Severance Payment. To pay to Executive an additional severance payment equal to the cost of health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), grossed up for taxes, based on current health, dental and vision elections for an eighteen (18) month period. This additional severance payment will be disbursed to Executive in one lump-sum no later than the Company’s first payroll administratively feasible following the Effective Date. This additional severance payment will be subject to applicable taxes and withholdings.
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(d)
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Outplacement Services. The Company shall provide Executive with outplacement services, at the sole cost of the Company not to exceed $20,000, with a firm to be mutually agreed upon by the parties for a period of up to twelve (12) months.
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(e)
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No Entitlement. The payments and benefits provided in this Section 2 are in accordance with the Company’s Executive Severance Plan and AutoNation shall not be obligated to provide any additional consideration other than the consideration discussed in this Section 2. The benefits provided to Executive by AutoNation pursuant to this Section 2 represent benefits that Executive would not be entitled to absent this Agreement and the Company’s Executive Severance Plan (other than COBRA at Executive’s own expense).
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3.
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Other Benefits. Executive’s participation in the Company’s group medical and dental programs will cease on January 31, 2019. As of this date, Executive will be responsible for paying Executive’s entire monthly COBRA premiums. Executive must elect to receive COBRA if Executive wants continuation coverage under the Company’s group health benefits programs. Executive’s right to COBRA and the time for electing COBRA and making the required COBRA payments will be explained in a separate COBRA notice package, which will be provided to Executive within the timeframe required by applicable law. As of the Separation Date, other than the benefits set forth in Section 2(c) and 4 of this Agreement, Executive is no longer eligible to participate in any other benefit programs offered by the Company, including, but not limited to, vacation and the 401(k) plan. If Executive participated in the AutoNation Deferred Compensation Plan, Executive will be entitled to a payout of Executive’s account balances in such plan in accordance with Executive’s election and the terms of the plan. The Company shall provide Executive with any and all reasonably available documents relative to Executive’s accrued benefits upon written request by Executive. Additionally, the Company (or an authorized representative thereof) shall execute any and all necessary documents to effectuate, or enable the Executive to effectuate, any “roll over” or transfer of accrued benefits in accordance with applicable law.
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4.
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Stock Options, Restricted Stock and Restricted Stock Units. Executive will receive no further equity awards after the Separation Date. Executive’s equity awards, including stock options, restricted stock and restricted stock units, will cease vesting as of the Separation Date, and all of Executive’s unvested equity awards, including stock options, restricted stock and restricted stock units, will terminate as of the Separation Date. As provided for in and subject to the applicable stock option plans, Executive will have sixty (60) calendar days immediately following the Separation Date to exercise any of Executive’s vested and unexercised stock options, at which time any such stock options that have not been exercised will terminate. Executive should refer to the applicable equity award agreements and plans for additional information.
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5.
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Cooperation. Executive agrees to make himself available to the Company and its officers, if necessary, for consultation on a reasonable basis from time to time as to any matters on which Executive worked while an employee of the Company. The Company acknowledges that Executive may have other full-time employment and the Company agrees that it will use its reasonable efforts to minimize the amount of time that any such consultation shall require of Executive. Executive further agrees not to testify for, appear on behalf of, or otherwise assist in any way any individual, company, or agency in any claim against the Company by private third parties, unless and only pursuant to a lawful subpoena issued to Executive. Except as provided in Section 12, Executive also agrees to promptly notify the Company upon receipt of any notice or contact (including whether written or oral, and including any subpoena or deposition notice) requesting or compelling information or Executive’s testimony or requesting documents related to matters which Executive worked on while an employee of the Company, and Executive agrees to coordinate with the Company in any response thereto.
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6.
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Confidential Information. Executive agrees that the records, information, files, lists, operations data, and other materials of the Company that Executive created, used, or had access to during his employment with the Company belong exclusively to the Company and are confidential. Executive further agrees that information or records relating to his employment with the Company, including any circumstances
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7.
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Compliance with Other Agreements. Executive acknowledges and agrees that he has complied and shall continue to comply with the terms of all other agreements between Executive and the Company, as modified or amended, including, but not limited to, any confidentiality agreement, non-compete agreement and/or restrictive covenants agreement.
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8.
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Return of Company Property. Executive agrees to return all property belonging to the Company in his possession or under his control (including, without limitation, company identification card, laptop computer or tablet, executive demonstrator vehicle, confidential information, etc.) no later than the Separation Date. Executive also understands and agrees that, effective on the Separation Date, Executive is no longer authorized to incur any expenses or obligations or liabilities on behalf of the Company.
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9.
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No Right to Give Interviews. Without the prior written consent of the Company, Executive shall not (a) give any interviews or public speeches concerning the Company, any matter that Executive participated in while an employee of the Company, or any past or present employee of the Company, or in relation to any matter concerning the Company occurring after the Separation Date or (b) directly or indirectly, prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions, or other creations concerning the Company or concerning any person whom any member of the public might associate with the Company.
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10.
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Non-Disparagement. Executive agrees not to undertake any disparaging conduct directed at the Company and to refrain from making any negative or derogatory statements concerning the Company. Executive waives any privilege or qualified privilege that may apply to any such communication.
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11.
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Non-Solicitation/No-Hire/Non-Competition.
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(a)
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Except where such agreement is prohibited by applicable law, Executive agrees that, for a period of twelve (12) months immediately following the Separation Date, Executive shall not, directly or indirectly: (i) employ, or knowingly permit any company or business directly or indirectly controlled by him/her to employ, any person who was employed by the Company or any subsidiary or affiliate of the Company within the six-month period prior to and including the Separation Date, or in any manner seek to induce any such person to leave his/her employment; (ii) knowingly solicit or induce, through the use of confidential information, any customers of the Company who/which were customers at any time during Executive’s relationship with the Company to patronize any business directly or indirectly in competition with the businesses conducted by the Company or any subsidiary or affiliate of the Company; (iii) 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; and/or (iv) violate any non-competition covenant with the Company, as if such covenants had remained in effect through such period.
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(b)
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Without limiting the generality of this Agreement, the severance pay and severance benefits set forth in Section 2 of this Agreement shall immediately cease (provided that 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 Executive is in material breach of the restrictive covenants set forth in this Agreement or in any other restrictive covenant agreement with the Company (collectively, the “Restrictive Covenants”).
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12.
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Permitted Disclosures. Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Executive has with the Company shall prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.
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13.
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Full General Release of Claims. Except as provided in this Section 13, Executive, for himself and for his heirs, successors, assigns, and all other persons claiming through Executive, irrevocably and unconditionally releases and forever discharges the Company, together with each of its past present and future owners, parents, subsidiaries and affiliates, and all of their predecessors, successors, assigns, officers, directors, and employees and each of their respective subsidiaries, affiliates, estates, predecessors, successors and assigns, from any and all claims, complaints, liabilities, obligations, promises, agreements, damages, causes of action, costs, losses, debts and expenses of every kind, in law or in equity, whether known or unknown, foreseen or unforeseen, from the beginning of time to the date Executive executes this Agreement, as applicable, including any and all claims in connection with Executive’s employment with the Company, including without limitation, those claims arising from or relating to Executive’s separation from the Company. Except as provided in this Section 13, this general release is a full and final bar to any claims Executive may have against the Company, including, without limitation, any claims arising from or relating to:
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(a)
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Executive’s pay, bonuses, vacation, or any other employee benefits, and other terms and conditions of employment or employment practices of the Company;
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(b)
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stock options, restricted stock, restricted stock units or other equity or equity-based awards, whether pursuant to a stock option plan, agreement or otherwise (except as expressly provided in Section 4 above with respect to unvested stock options, or with respect to outstanding vested equity awards as of the date hereof);
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(c)
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any claims for punitive, compensatory, and/or retaliatory discharge damages; back and/or front pay claims and fringe benefits; or payment of any attorneys’ fees for Executive;
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(d)
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the Civil Rights Acts of 1866, 1871, and 1991; Title VII of the Civil Right Act of 1964; 42 U.S.C. §1981; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act; the Rehabilitation Act; the Americans with Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Age Discrimination in Employment Act; the Older Worker Benefits Protection Act; the Occupational Safety and Health Act; the Family and Medical Leave Act; the Florida Civil Rights Act (as any of these laws may have been amended); or any other federal, state, or local labor, employment, or anti-discrimination laws; and/or
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(e)
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to the extent permitted by applicable law, based on any contract, tort, federal, state, or local “whistleblower” or retaliation claims, personal injury, or wrongful discharge theory; provided, however, that nothing in this Section 13 shall be deemed to release or impair (i) any rights under the terms of this Agreement, (ii) any vested rights under Company benefit plans and any rights under COBRA, (iii) any rights to outstanding vested equity awards as provided in Section 4 above, under applicable equity plans and equity award agreements, (iv) any and all rights to
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14.
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Time to Consider/Revocation Period. Notwithstanding anything in this Agreement to the contrary, Executive must execute this Agreement on or within forty-five (45) calendar days following the Separation Date in order to be entitled to the payments and benefits in Sections 2, 4 and 11 of this Agreement (other than COBRA at Executive’s own expense). Executive will have the right to revoke Executive’s execution of this Agreement within seven (7) calendar days following the date Executive executes this Agreement. If Executive does not advise the Company in writing within the revocation period of Executive’s intent to revoke Executive’s execution of this Agreement, Executive’s execution of this Agreement will become effective and enforceable upon the expiration of the seven (7) days. If Executive does not execute this Agreement on or within forty-five (45) calendar days following the Separation Date, or Executive revokes Executive’s execution, the Company shall have no obligation to provide Executive with the payments and benefits set forth in Sections 2, 4 and 11 above (other than COBRA at Executive’s own expense).
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15.
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Voluntary Action. Executive acknowledges that he has read each section of this Agreement and understands his rights and obligations, and that the Company has advised Executive to consult with an attorney of Executive’s choosing prior to executing this Agreement. Executive further acknowledges and agrees that: (a) this Agreement is written in a manner understandable to Executive; (b) this Agreement is granted in exchange for consideration which is in addition to anything of value to which Executive is otherwise entitled; (c) Executive has been given a reasonable opportunity to consider and review this Agreement; (d) Executive has had an opportunity to review this Agreement and, and, specifically, the release in Section 13 of this Agreement, with an attorney of Executive’s choosing prior to executing this Agreement; (e) Executive may challenge the validity of Executive’s waiver in this Agreement of Executive’s rights under the Age Discrimination in Employment Act and the Older Worker Benefits Protection Act; and (f) Executive’s signature on this Agreement is knowing and voluntary.
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16.
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Miscellaneous.
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(a)
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Entire Agreement. Except as otherwise provided in this Section 16(a), this Agreement contains the entire agreement between Executive and the Company relating to the subject matter hereof, and all prior agreements, negotiations and representations are replaced by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit or modify the rights of the Company or the obligations of Executive contained in any other confidentiality agreement, non-compete agreement and/or restrictive covenants previously signed by Executive, as amended, modified and/or supplemented, as such provisions shall survive the execution of this Agreement and Executive’s separation from the Company. This Agreement may only be changed by a written amendment signed by Executive and the Chief Executive Officer, the General Counsel, the Vice President of Human Resources, or other duly authorized officer of the Company.
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(b)
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No Admission. The Company and Executive agree that the payments to Executive, and the terms and conditions of said payments by the Company, are not to be construed as an admission of liability by the Company. Executive specifically agrees that the Company’s payments are not intended to be, and will not be offered in evidence or argued in any proceeding as, an admission of liability. The Company specifically disclaims any liability to Executive or to any other person or entity.
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(c)
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Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement will not affect any other provision of this Agreement, which shall remain in full force and effect. Nor
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(d)
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Effect of Waiver. The failure of the Company at any time to require performance of any provision of this Agreement will in no manner affect the right to enforce the same.
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(e)
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Binding Nature. This Agreement will be binding upon the Company and Executive and will inure to the benefit of any successor or successors of the Company. This Agreement is not assignable by Executive, except in the case of death or permanent and total disability where Executive’s estate or guardian shall be entitled to receive the consideration to be paid under this Agreement.
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(f)
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Exclusive Venue and Jurisdiction. Subject to Section 16(m), any suit, action, or proceeding relating to this Agreement shall be brought in the state courts of Broward County, Florida or in the United States District Court for the Southern District of Florida. The Company and Executive hereby accept the exclusive jurisdiction of those courts for the purpose of any such suit, action, or proceeding.
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(g)
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Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
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(h)
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Headings. The section headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
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(i)
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Construction. The Company and Executive have jointly participated in the negotiation of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it was drafted jointly by the Company and Executive and no presumptions or burdens of proof shall arise favoring any party by virtue of authorship of this Agreement.
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(j)
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Notice. Any notice, request, statement, information or other document to be given to either party by the other must be in writing and delivered as follows:
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If to the Company:
Vice President
Human Resources
AutoNation, Inc.
200 S.W. 1st Avenue — 14th Floor
Fort Lauderdale, FL 33301
With Copy to:
General Counsel
AutoNation, Inc.
200 S.W. 1st Avenue — 16th Floor
Fort Lauderdale, FL 33301
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If to Executive:
[address noted on Exhibit A]
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(k)
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Liability for Breach. In the event that either party breaches any of the terms of this Agreement, the non-breaching party may pursue any and all remedies allowable under state and/or federal law. Depending on the interpretation of applicable law, these remedies may include monetary damages,
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(l)
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Section 409A. The Company and Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be completed in a manner consistent with such view. The Company and Executive each agree that upon the Separation Date, Executive will experience a “separation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, 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 Separation Date separation from service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including without limitation any taxes under Section 409A), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in Executive’s income. Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from the application of Section 409A.
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(m)
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Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. Notwithstanding any other provision of this Agreement, any dispute hereunder shall be resolved pursuant to arbitration in accordance with the most recent arbitration agreement in effect between Executive and the Company, except that the Company or Executive may pursue equitable relief in a court of law.
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AutoNation, Inc.
/s/ Coleman Edmunds
Coleman Edmunds
Executive Vice President
and General Counsel
Date: January 17, 2019
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/s/ Lance E. Iserman
Lance E. Iserman
Date: January 17, 2019
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1.
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Separation Date and Terms. As of January 31, 2019, Executive resigned from his position as Executive Vice President and Chief Human Resources Officer (the “Separation Date”), at which time Executive’s employment with the Company and in any and all other positions with the Company that Executive held terminated (including, but not limited to, as an officer or director of any subsidiary of the Company, and being a member on any committees). On the next regularly scheduled payroll date following the Separation Date, the Company will pay to Executive: (a) all wages earned through the Separation Date and (b) any accrued and unused vacation as of the Separation Date paid in accordance with the applicable Company policy. Except as set forth herein, Executive acknowledges that the Company owes no other bonuses, commissions, wages, vacation pay, sick pay, or benefits to Executive as of the Separation Date.
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2.
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Company Consideration. For and in consideration of the promises made by Executive in this Agreement, subject to Executive executing this Agreement as provided in Section 14 below and not revoking this Agreement prior to the expiration of the seven (7)-day revocation period provided in this Agreement (the date of such expiration being hereinafter referred to as the “Effective Date”) and subject to Executive’s compliance with Executive’s restrictive covenant obligations in this Agreement and in any other existing agreements with the Company, AutoNation agrees as follows:
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(a)
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Severance Payment. To pay Executive severance pay in the total gross amount of $1,378,640.73 less applicable taxes and other withholdings and authorized or required deductions. The severance pay will be disbursed in an initial installment of $139,057 (less withholdings and deductions) and 35 installments of $35,416.68 (less withholdings and deductions) in accordance with the Company’s normal payroll schedule. The first installment will be disbursed on the Company’s first payroll date following the Effective Date. The remaining installments will be disbursed on a consecutive semi-monthly basis following payment of the first installment.
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(b)
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2018 Bonus Payment. To pay Executive an additional payment equal to the annual bonus that Executive would have been entitled to receive in respect of the 2018 fiscal year, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive and shall be payable in a lump sum at the same time bonuses are paid to other executives of the Company, but in no event later than March 15, 2019 (less withholdings and deductions). The performance pay-out percentage applied to Executive’s target bonus shall be the same as that applied to other Executive Officers of the Company. Notwithstanding the terms of the Company’s Executive Severance Plan, Executive shall not be eligible for a bonus in respect of the 2019 fiscal year.
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(c)
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COBRA Severance Payment. To pay to Executive an additional severance payment equal to the cost of health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), grossed up for taxes, based on current health, dental and vision elections for a seven (7) month period. This additional severance payment will be disbursed to Executive in one lump-sum no later than the Company’s first payroll administratively feasible following the Effective Date. This additional severance payment will be subject to applicable taxes and withholdings.
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(d)
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Reimbursement of Certain Expenses. The Company shall reimburse Executive for lease termination and moving expenses up to $25,000 (less withholdings and deductions), relating to the termination of his lease in, and moving out of, Fort Lauderdale, Florida.
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(e)
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No Entitlement. The payments and benefits provided in this Section 2 are in accordance with the Company’s Executive Severance Plan and AutoNation shall not be obligated to provide any additional consideration other than the consideration discussed in this Section 2. The benefits provided to Executive by AutoNation pursuant to this Section 2 represent benefits that Executive would not be entitled to absent this Agreement and the Company’s Executive Severance Plan (other than COBRA at Executive’s own expense).
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3.
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Other Benefits. Executive’s participation in the Company’s group medical and dental programs will cease on December 31, 2019. As of this date, Executive will be responsible for paying Executive’s entire monthly COBRA premiums. Executive must elect to receive COBRA if Executive wants continuation coverage under the Company’s group health benefits programs. Executive’s right to COBRA and the time for electing COBRA and making the required COBRA payments will be explained in a separate COBRA notice package, which will be provided to Executive within the timeframe required by applicable law. As of the Separation Date, other than the benefits set forth in Section 3 and 4 of this Agreement, Executive is no longer eligible to participate in any other benefit programs offered by the Company, including, but not limited to, vacation and the 401(k) plan. If Executive participated in the AutoNation Deferred Compensation Plan, Executive will be entitled to a payout of Executive’s account balances in such plan in accordance with Executive’s election and the terms of the plan. The Company shall provide Executive with any and all reasonably available documents relative to Executive’s accrued benefits upon written request by Executive. Additionally, the Company (or an authorized representative thereof) shall execute any and all necessary documents to effectuate, or enable the Executive to effectuate, any “roll over” or transfer of accrued benefits in accordance with applicable law.
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4.
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Restricted Stock Units. Executive will receive no further equity awards after the Separation Date. Executive’s equity awards, including restricted stock units and performance restricted stock units, will cease vesting as of the Separation Date, and all of Executive’s unvested equity awards, including restricted stock units and performance restricted stock units, will terminate as of the Separation Date; except that, Executive shall be treated as “retirement” eligible as of the Separation Date solely as to the award of 22,021 restricted stock units granted on April 2, 2018. Executive should refer to the applicable equity award agreements and plans for additional information, including as to “retirement” treatment.
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5.
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Cooperation. Executive agrees to make himself available to the Company and its officers, if necessary, for consultation on a reasonable basis from time to time as to any matters on which Executive worked while an employee of the Company. The Company acknowledges that Executive may have other full-time employment and the Company agrees that it will use its reasonable efforts to minimize the amount of time that any such consultation shall require of Executive. Executive further agrees not to testify for, appear on behalf of, or otherwise assist in any way any individual, company, or agency in any claim against the Company by private third parties, unless and only pursuant to a lawful subpoena issued to Executive. Except as provided in Section 12, Executive also agrees to promptly notify the Company upon receipt of any notice or contact (including whether written or oral, and including any subpoena or deposition notice) requesting or compelling information or Executive’s testimony or requesting documents related to matters which Executive worked on while an employee of the Company, and Executive agrees to coordinate with the Company in any response thereto.
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6.
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Confidential Information. Executive agrees that the records, information, files, lists, operations data, and other materials of the Company that Executive created, used, or had access to during his employment with the Company belong exclusively to the Company and are confidential. Executive further agrees that information or records relating to his employment with the Company, including any circumstances surrounding his separation, any interactions with any Company employees or directors, and, except as otherwise provided in this Agreement, any claims Executive may have had against the Company, are
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7.
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Compliance with Other Agreements. Executive acknowledges and agrees that he has complied and shall continue to comply with the terms of all other agreements between Executive and the Company, as modified or amended, including, but not limited to, any confidentiality agreement, non-compete agreement and/or restrictive covenants agreement.
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8.
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Return of Company Property. Executive agrees to return all property belonging to the Company in his possession or under his control (including, without limitation, company identification card, laptop computer or tablet, executive demonstrator vehicle, confidential information, etc.) no later than the Separation Date. Executive also understands and agrees that, effective on the Separation Date, Executive is no longer authorized to incur any expenses or obligations or liabilities on behalf of the Company.
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9.
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No Right to Give Interviews. Without the prior written consent of the Company, Executive shall not (a) give any interviews or public speeches concerning the Company, any matter that Executive participated in while an employee of the Company, or any past or present employee of the Company, or in relation to any matter concerning the Company occurring after the Separation Date or (b) directly or indirectly, prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions, or other creations concerning the Company or concerning any person whom any member of the public might associate with the Company.
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10.
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Non-Disparagement. Executive agrees not to undertake any disparaging conduct directed at the Company and to refrain from making any negative or derogatory statements concerning the Company. Executive waives any privilege or qualified privilege that may apply to any such communication.
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11.
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Non-Solicitation/No-Hire/Non-Competition.
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(a)
|
Except where such agreement is prohibited by applicable law, Executive agrees that, for a period of twelve (12) months immediately following the Separation Date, Executive shall not, directly or indirectly: (i) employ, or knowingly permit any company or business directly or indirectly controlled by him/her to employ, any person who was employed by the Company or any subsidiary or affiliate of the Company within the six-month period prior to and including the Separation Date, or in any manner seek to induce any such person to leave his/her employment; (ii) knowingly solicit or induce, through the use of confidential information, any customers of the Company who/which were customers at any time during Executive’s relationship with the Company to patronize any business directly or indirectly in competition with the businesses conducted by the Company or any subsidiary or affiliate of the Company; (iii) 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; and/or (iv) violate any non-competition covenant with the Company, as if such covenants had remained in effect through such period.
|
(b)
|
Without limiting the generality of this Agreement, the severance pay and severance benefits set forth in Section 2 of this Agreement shall immediately cease (provided that 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 Executive (i) is in material breach of the restrictive covenants set forth in this Agreement or in any other restrictive covenant agreement with the Company (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 Separation Date.
|
12.
|
Permitted Disclosures. Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Executive has with the Company shall prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.
|
13.
|
Full General Release of Claims. Except as provided in this Section 13, Executive, for himself and for his heirs, successors, assigns, and all other persons claiming through Executive, irrevocably and unconditionally releases and forever discharges the Company, together with each of its past present and future owners, parents, subsidiaries and affiliates, and all of their predecessors, successors, assigns, officers, directors, and employees and each of their respective subsidiaries, affiliates, estates, predecessors, successors and assigns, from any and all claims, complaints, liabilities, obligations, promises, agreements, damages, causes of action, costs, losses, debts and expenses of every kind, in law or in equity, whether known or unknown, foreseen or unforeseen, from the beginning of time to the date Executive executes this Agreement, as applicable, including any and all claims in connection with Executive’s employment with the Company, including without limitation, those claims arising from or relating to Executive’s separation from the Company. Except as provided in this Section 13, this general release is a full and final bar to any claims Executive may have against the Company, including, without limitation, any claims arising from or relating to:
|
(a)
|
Executive’s pay, bonuses, vacation, or any other employee benefits, and other terms and conditions of employment or employment practices of the Company;
|
(b)
|
restricted stock units, performance restricted stock units or other equity or equity-based awards (except as expressly provided in Section 4 above);
|
(c)
|
any claims for punitive, compensatory, and/or retaliatory discharge damages; back and/or front pay claims and fringe benefits; or payment of any attorneys’ fees for Executive;
|
(d)
|
the Civil Rights Acts of 1866, 1871, and 1991; Title VII of the Civil Right Act of 1964; 42 U.S.C. §1981; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act; the Rehabilitation Act; the Americans with Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Age Discrimination in Employment Act; the Older Worker Benefits Protection Act; the Occupational Safety and Health Act; the Family and Medical Leave Act; the Florida Civil Rights Act (as any of these laws may have been amended); or any other federal, state, or local labor, employment, or anti-discrimination laws; and/or
|
(e)
|
to the extent permitted by applicable law, based on any contract, tort, federal, state, or local “whistleblower” or retaliation claims, personal injury, or wrongful discharge theory; provided, however, that nothing in this Section 13 shall be deemed to release or impair (i) any rights under the terms of this Agreement, (ii) any vested rights under Company benefit plans and any rights under COBRA, (iii) any rights to outstanding vested equity awards as provided in Section 4 above, under applicable equity plans and equity award agreements, (iv) any and all rights to indemnification, advancement or reimbursement of expenses, and insurance coverage available to Executive as an officer, director or employee of the Company or any Company subsidiary
|
14.
|
Time to Consider/Revocation Period. Notwithstanding anything in this Agreement to the contrary, Executive must execute this Agreement on or within forty-five (45) calendar days following the Separation Date in order to be entitled to the payments and benefits in Sections 2, 4 and 11 of this Agreement (other than COBRA at Executive’s own expense). Executive will have the right to revoke Executive’s execution of this Agreement within seven (7) calendar days following the date Executive executes this Agreement. If Executive does not advise the Company in writing within the revocation period of Executive’s intent to revoke Executive’s execution of this Agreement, Executive’s execution of this Agreement will become effective and enforceable upon the expiration of the seven (7) days. If Executive does not execute this Agreement on or within forty-five (45) calendar days following the Separation Date, or Executive revokes Executive’s execution, the Company shall have no obligation to provide Executive with the payments and benefits set forth in Sections 2, 4 and 11 above (other than COBRA at Executive’s own expense).
|
15.
|
Voluntary Action. Executive acknowledges that he has read each section of this Agreement and understands his rights and obligations, and that the Company has advised Executive to consult with an attorney of Executive’s choosing prior to executing this Agreement. Executive further acknowledges and agrees that: (a) this Agreement is written in a manner understandable to Executive; (b) this Agreement is granted in exchange for consideration which is in addition to anything of value to which Executive is otherwise entitled; (c) Executive has been given a reasonable opportunity to consider and review this Agreement; (d) Executive has had an opportunity to review this Agreement and, and, specifically, the release in Section 13 of this Agreement, with an attorney of Executive’s choosing prior to executing this Agreement; (e) Executive may challenge the validity of Executive’s waiver in this Agreement of Executive’s rights under the Age Discrimination in Employment Act and the Older Worker Benefits Protection Act; and (f) Executive’s signature on this Agreement is knowing and voluntary.
|
16.
|
Miscellaneous.
|
(a)
|
Entire Agreement. Except as otherwise provided in this Section 16(a), this Agreement contains the entire agreement between Executive and the Company relating to the subject matter hereof, and all prior agreements, negotiations and representations are replaced by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit or modify the rights of the Company or the obligations of Executive contained in any other confidentiality agreement, non-compete agreement and/or restrictive covenants previously signed by Executive, as amended, modified and/or supplemented, as such provisions shall survive the execution of this Agreement and Executive’s separation from the Company. This Agreement may only be changed by a written amendment signed by Executive and the Chief Executive Officer, the General Counsel, the Vice President of Human Resources, or other duly authorized officer of the Company.
|
(b)
|
No Admission. The Company and Executive agree that the payments to Executive, and the terms and conditions of said payments by the Company, are not to be construed as an admission of liability by the Company. Executive specifically agrees that the Company’s payments are not intended to be, and will not be offered in evidence or argued in any proceeding as, an admission of liability. The Company specifically disclaims any liability to Executive or to any other person or entity.
|
(c)
|
Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement will not affect any other provision of this Agreement, which shall remain in full force and effect. Nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained
|
(d)
|
Effect of Waiver. The failure of the Company at any time to require performance of any provision of this Agreement will in no manner affect the right to enforce the same.
|
(e)
|
Binding Nature. This Agreement will be binding upon the Company and Executive and will inure to the benefit of any successor or successors of the Company. This Agreement is not assignable by Executive, except in the case of death or permanent and total disability where Executive’s estate or guardian shall be entitled to receive the consideration to be paid under this Agreement.
|
(f)
|
Exclusive Venue and Jurisdiction. Subject to Section 16(m), any suit, action, or proceeding relating to this Agreement shall be brought in the state courts of Broward County, Florida or in the United States District Court for the Southern District of Florida. The Company and Executive hereby accept the exclusive jurisdiction of those courts for the purpose of any such suit, action, or proceeding.
|
(g)
|
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.
|
(h)
|
Headings. The section headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
|
(i)
|
Construction. The Company and Executive have jointly participated in the negotiation of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it was drafted jointly by the Company and Executive and no presumptions or burdens of proof shall arise favoring any party by virtue of authorship of this Agreement.
|
(j)
|
Notice. Any notice, request, statement, information or other document to be given to either party by the other must be in writing and delivered as follows:
|
If to the Company:
General Counsel
AutoNation, Inc.
200 S.W. 1st Avenue — 16th Floor
Fort Lauderdale, FL 33301
|
If to Executive:
[address noted on Exhibit A]
|
(k)
|
Liability for Breach. In the event that either party breaches any of the terms of this Agreement, the non-breaching party may pursue any and all remedies allowable under state and/or federal law. Depending on the interpretation of applicable law, these remedies may include monetary damages, equitable relief, and, in the case of Executive’s breach, recoupment of the benefits described in Section 2 of this Agreement. In the event of Executive’s breach of Section 5 (“Cooperation” provision), Section 6 (“Confidential Information” provision), Section 7 (“Compliance with Other Agreements” provision), Section 8 (“Return of Company Property” provision), Section 9 (“No Right to Give Interviews” provision), Section 10 (“Non-Disparagement” provision) and/or Section 11 (“Non-Solicitation/No-Hire/Non-Competition” provision), the Company will provide written notice of such breach to Executive and Executive agrees that he will relinquish the benefits set forth in Section 2 of this Agreement, unless if such breach is curable, Executive cures such breach within 30 days’ written notice to Executive from the Company. The non-breaching party shall be
|
(l)
|
Section 409A. The Company and Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be completed in a manner consistent with such view. The Company and Executive each agree that upon the Separation Date, Executive will experience a “separation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, 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 Separation Date separation from service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including without limitation any taxes under Section 409A), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in Executive’s income. Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from the application of Section 409A.
|
(m)
|
Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. Notwithstanding any other provision of this Agreement, any dispute hereunder shall be resolved pursuant to arbitration in accordance with the most recent arbitration agreement in effect between Executive and the Company, except that the Company or Executive may pursue equitable relief in a court of law.
|
AutoNation, Inc.
/s/Coleman Edmunds
Coleman Edmunds
Executive Vice President
and General Counsel
Date: January 31, 2019
|
/s/ Dennis Berger
Dennis Berger
Date: January 31, 2019
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
7 Rod Real Estate North, A Limited Liability Company
|
|
|
|
Wyoming
|
7 Rod Real Estate South, A Limited Liability Company
|
|
|
|
Wyoming
|
Abraham Chevrolet-Miami, Inc.
|
|
AutoNation Chevrolet Coral Gables
|
|
Delaware
|
Abraham Chevrolet-Tampa, Inc.
|
|
|
|
Delaware
|
ACER Fiduciary, Inc.
|
|
|
|
Delaware
|
ACP Auto Parts, LLC
|
|
AutoNation Parts Warehouse Las Vegas
|
|
Delaware
|
ACP Holding Corp.
|
|
|
|
Delaware
|
AL F-L Motors, LLC
|
|
AutoNation Ford Auburn; AutoNation Lincoln Auburn
|
|
Delaware
|
AL Fort Payne Motors, LLC
|
|
|
|
Delaware
|
Albert Berry Motors, Inc.
|
|
|
|
Texas
|
Allen Samuels Chevrolet of Corpus Christi, Inc.
|
|
AutoNation Chevrolet North Corpus Christi; AutoNation Collision Center North Corpus Christi
|
|
Texas
|
Allen Samuels Chevrolet of Waco, Inc.
|
|
AutoNation Chevrolet Waco; Mercedes-Benz of Waco; AutoNation Collision Center Waco
|
|
Texas
|
Allison Bavarian
|
|
BMW of Mountain View
|
|
California
|
Allison Bavarian Holding, LLC
|
|
|
|
Delaware
|
All-State Rent A Car, Inc.
|
|
|
|
Nevada
|
American Way Motors, Inc.
|
|
AutoNation Honda 385
|
|
Tennessee
|
AN AutoParts, Inc.
|
|
OEM Auto Parts and Accessories; Autopartsrunners
|
|
Delaware
|
AN Cadillac of WPB, LLC
|
|
AutoNation Cadillac West Palm Beach
|
|
Delaware
|
AN Central Region Management, LLC
|
|
|
|
Delaware
|
AN Chevrolet - Arrowhead, Inc.
|
|
AutoNation Chevrolet Arrowhead
|
|
Delaware
|
AN CJ Valencia, Inc.
|
|
|
|
Delaware
|
AN Collision Center FTL South, Inc.
|
|
AutoNation Collision Center Fort Lauderdale South
|
|
Delaware
|
AN Collision Center of Addison, Inc.
|
|
AutoNation Collision Center Addison
|
|
Delaware
|
AN Collision Center of Las Vegas, Inc.
|
|
AutoNation Collision Center Las Vegas
|
|
Nevada
|
AN Collision Center of North Houston, Inc.
|
|
AutoNation Collision Center North Houston
|
|
Delaware
|
AN Collision Center of Sarasota, Inc.
|
|
|
|
Florida
|
AN Collision Center of Tempe, Inc.
|
|
AutoNation Collision Center Tempe
|
|
Delaware
|
AN Corporate Management Payroll Corp.
|
|
|
|
Delaware
|
AN Corpus Christi GP, LLC
|
|
|
|
Delaware
|
AN Corpus Christi Imports Adv. GP, LLC
|
|
|
|
Delaware
|
AN Corpus Christi Imports Adv., LP
|
|
|
|
Texas
|
AN Corpus Christi Imports GP, LLC
|
|
|
|
Delaware
|
AN Corpus Christi Imports II GP, LLC
|
|
|
|
Delaware
|
AN Corpus Christi Imports II, LP
|
|
|
|
Texas
|
AN Corpus Christi Imports, LP
|
|
|
|
Texas
|
AN Corpus Christi Motors, Inc.
|
|
AutoNation Hyundai Corpus Christi
|
|
Delaware
|
AN Corpus Christi T. Imports GP, LLC
|
|
|
|
Delaware
|
AN Corpus Christi T. Imports, LP
|
|
AutoNation Toyota Corpus Christi
|
|
Texas
|
AN County Line Ford, Inc.
|
|
AutoNation Ford Burleson
|
|
Texas
|
AN Dealership Holding Corp.
|
|
|
|
Florida
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
AN F. Imports of Atlanta, LLC
|
|
|
|
Delaware
|
AN F. Imports of Hawthorne Holding, LLC
|
|
|
|
Delaware
|
AN F. Imports of Hawthorne, LLC
|
|
|
|
Delaware
|
AN F. Imports of North Denver, LLC
|
|
AutoNation Alfa Romeo and FIAT North Denver
|
|
Delaware
|
AN F. Imports of North Phoenix, Inc.
|
|
|
|
Delaware
|
AN F. Imports of Roseville Holding, LLC
|
|
|
|
Delaware
|
AN F. Imports of Roseville, Inc.
|
|
|
|
Delaware
|
AN Fort Myers Imports, LLC
|
|
AutoNation Toyota Fort Myers; AutoNation Collision Center Fort Myers
|
|
Delaware
|
AN Fremont Luxury Imports, Inc.
|
|
BMW of Fremont; AutoNation Collision Center Fremont
|
|
Delaware
|
AN H. Imports of Atlanta, LLC
|
|
AutoNation Hyundai Mall of Georgia
|
|
Delaware
|
AN Imports of Ft. Lauderdale, Inc.
|
|
Land Rover Fort Lauderdale; Jaguar Fort Lauderdale
|
|
Delaware
|
AN Imports of Seattle, Inc.
|
|
|
|
Delaware
|
AN Imports of Spokane, Inc.
|
|
AutoNation Honda Spokane Valley
|
|
Delaware
|
AN Imports of Stevens Creek Holding, LLC
|
|
|
|
Delaware
|
AN Imports of Stevens Creek, Inc.
|
|
MINI of Stevens Creek
|
|
Delaware
|
AN Imports on Weston Road, Inc.
|
|
AutoNation Toyota Weston
|
|
Florida
|
AN Luxury Imports GP, LLC
|
|
|
|
Delaware
|
AN Luxury Imports Holding, LLC
|
|
|
|
Delaware
|
AN Luxury Imports of Coconut Creek, Inc.
|
|
Mercedes-Benz of Coconut Creek; smart center of Coconut Creek
|
|
Delaware
|
AN Luxury Imports of Marietta, LLC
|
|
Mercedes-Benz of Marietta
|
|
Delaware
|
AN Luxury Imports of Palm Beach, Inc.
|
|
Mercedes-Benz of Delray
|
|
Delaware
|
AN Luxury Imports of Pembroke Pines, Inc.
|
|
Mercedes-Benz of Pembroke Pines
|
|
Delaware
|
AN Luxury Imports of Phoenix, Inc.
|
|
Audi Peoria
|
|
Delaware
|
AN Luxury Imports of San Diego, Inc.
|
|
BMW Encinitas
|
|
Delaware
|
AN Luxury Imports of Sanford, LLC
|
|
Mercedes-Benz of North Orlando
|
|
Delaware
|
AN Luxury Imports of Sarasota, Inc.
|
|
Mercedes-Benz of Sarasota; smart center Sarasota
|
|
Delaware
|
AN Luxury Imports of Spokane, Inc.
|
|
AutoNation Acura Spokane Valley
|
|
Delaware
|
AN Luxury Imports of Tucson, Inc.
|
|
BMW of Tucson
|
|
Delaware
|
AN Luxury Imports, Ltd.
|
|
BMW of Dallas; MINI of Dallas
|
|
Texas
|
AN Motors of Brooksville, Inc.
|
|
AutoNation Ford Brooksville; AutoNation Collision Center Brooksville
|
|
Florida
|
AN Motors of Dallas, Inc.
|
|
|
|
Delaware
|
AN Motors of Delray Beach, Inc.
|
|
|
|
Delaware
|
AN Motors of Ft. Lauderdale, Inc.
|
|
|
|
Florida
|
AN Motors of Memphis, Inc.
|
|
AutoNation GMC Mendenhall
|
|
Tennessee
|
AN Motors of Pembroke, LLC
|
|
AutoNation Chevrolet Pembroke Pines; AutoNation Collision Center Pembroke Pines
|
|
Delaware
|
AN Motors of Scottsdale, LLC
|
|
AutoNation Ford Scottsdale; AutoNation Collision Center North Scottsdale
|
|
Delaware
|
AN Motors on Federal Highway, LLC
|
|
|
|
Delaware
|
AN Motors on South Padre, LP
|
|
AutoNation Chevrolet South Corpus Christi; AutoNation Cadillac Corpus Christi; AutoNation Buick GMC Corpus Christi
|
|
Texas
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
AN North Phoenix Collision, Inc.
|
|
AutoNation Collision Center North Phoenix
|
|
Delaware
|
AN Pontiac GMC Houston North GP, LLC
|
|
|
|
Delaware
|
AN Pontiac GMC Houston North, LP
|
|
|
|
Texas
|
AN San Jose Luxury Imports Holdings, LLC
|
|
|
|
Delaware
|
AN San Jose Luxury Imports, Inc.
|
|
Mercedes-Benz of Stevens Creek; AutoNation Volvo Cars San Jose; AutoNation Collision Center Stevens Creek
|
|
California
|
AN Seattle Motors, Inc.
|
|
|
|
Delaware
|
AN Subaru Motors, Inc.
|
|
AutoNation Subaru Scottsdale
|
|
Delaware
|
AN T. Imports of Atlanta, LLC
|
|
AutoNation Toyota Mall of Georgia; AutoNation Collision Center Mall of Georgia
|
|
Delaware
|
AN Texas Region Management, Ltd.
|
|
AutoNation Shared Service Center
|
|
Texas
|
AN Tucson Imports, LLC
|
|
|
|
Delaware
|
AN Valencia Auto Imports, Inc.
|
|
MINI of Valencia
|
|
Delaware
|
AN Western Region Management, LLC
|
|
|
|
Delaware
|
AN/CF Acquisition Corp.
|
|
AutoNation Ford Littleton; AutoNation Collision Center Littleton
|
|
Delaware
|
AN/KPBG Motors, Inc.
|
|
|
|
Washington
|
AN/MF Acquisition Corp.
|
|
|
|
Delaware
|
AN/MNI Acquisition Corp.
|
|
AutoNation Nissan Memphis
|
|
Delaware
|
AN/PF Acquisition Corp.
|
|
AutoNation Ford Bellevue
|
|
Delaware
|
ANUSA Holding, LLC
|
|
|
|
Delaware
|
Appleway Chevrolet, Inc.
|
|
AutoNation Chevrolet Spokane Valley; AutoNation Subaru Spokane Valley; AutoNation Toyota Spokane Valley; AutoNation Volkswagen Spokane; Audi Spokane; Jaguar Spokane; Land Rover Spokane; AutoNation Collision Center Spokane; AutoNation Parts Center; AutoNation Towing Spokane
|
|
Washington
|
ASE Motors Holding Corp.
|
|
|
|
Texas
|
Auto Car Holding, LLC
|
|
|
|
Delaware
|
Auto Car, Inc.
|
|
AutoNation Honda Roseville; AutoNation Collision Center Sacramento
|
|
California
|
Auto Company 2016-13, Inc.
|
|
|
|
Delaware
|
Auto Company 2016-15, Inc.
|
|
|
|
Delaware
|
Auto Company 2016-16, Inc.
|
|
|
|
Delaware
|
Auto Company 2016-17, Inc.
|
|
|
|
Delaware
|
Auto Company 2016-18, Inc.
|
|
|
|
Delaware
|
Auto Company 2016-19, Inc.
|
|
|
|
Delaware
|
Auto Company 2016-20, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-01, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-02, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-03, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-04, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-05, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-06, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-07, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-08, Inc.
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Auto Company 2017-09, Inc.
|
|
|
|
Delaware
|
Auto Company 2017-10, Inc.
|
|
|
|
Delaware
|
Auto Company IX, Inc.
|
|
|
|
Delaware
|
Auto Company VI, Inc.
|
|
Audi Plano
|
|
Delaware
|
Auto Company VII, Inc.
|
|
Porsche Plano
|
|
Delaware
|
Auto Company VIII, Inc.
|
|
|
|
Delaware
|
Auto Company XI, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram Spring
|
|
Delaware
|
Auto Company XII, Inc.
|
|
|
|
Delaware
|
Auto Company XIII, Inc.
|
|
AutoNation Honda Chandler
|
|
Delaware
|
Auto Company XIV, Inc.
|
|
AutoNation Hyundai Tempe
|
|
Delaware
|
Auto Company XIX, Inc.
|
|
Porsche Irvine
|
|
Delaware
|
Auto Company XVII, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram Mobile
|
|
Delaware
|
Auto Company XXI, Inc.
|
|
Audi Bellevue; AutoNation Volvo Cars Bellevue; Mercedes-Benz of Bellevue; Porsche Bellevue
|
|
Delaware
|
Auto Company XXII, Inc.
|
|
Mercedes-Benz of San Jose; smart Center San Jose
|
|
Delaware
|
Auto Company XXIII, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram Valencia
|
|
Delaware
|
Auto Company XXV, Inc.
|
|
Mercedes-Benz of Reno
|
|
Delaware
|
Auto Company XXVII, Inc.
|
|
BMW of Delray Beach
|
|
Delaware
|
Auto Company XXVIII, Inc.
|
|
|
|
Delaware
|
Auto Dealership 2016-1, LLC
|
|
|
|
Delaware
|
Auto Dealership 2016-10, LLC
|
|
|
|
Delaware
|
Auto Dealership 2016-2, LLC
|
|
|
|
Delaware
|
Auto Dealership 2016-4, LLC
|
|
|
|
Delaware
|
Auto Dealership 2016-5, LLC
|
|
|
|
Delaware
|
Auto Dealership 2016-6, LLC
|
|
|
|
Delaware
|
Auto Dealership 2016-7, LLC
|
|
|
|
Delaware
|
Auto Dealership 2016-9, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-01, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-03, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-04, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-05, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-06, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-07, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-08, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-09, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-10, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-11, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-12, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-13, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-14, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-15, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-16, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-17, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-18, LLC
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Auto Dealership 2017-19, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-20, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-21, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-22, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-23, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-24, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-25, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-26, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-27, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-28, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-29, LLC
|
|
|
|
Delaware
|
Auto Dealership 2017-30, LLC
|
|
|
|
Delaware
|
Auto Dealership III, LLC
|
|
AutoNation Honda O'Hare
|
|
Delaware
|
Auto Dealership IV, LLC
|
|
AutoNation Hyundai O'Hare
|
|
Delaware
|
Auto Dealership IX, LLC
|
|
|
|
Delaware
|
Auto Dealership V, LLC
|
|
Mercedes-Benz of Wesley Chapel
|
|
Delaware
|
Auto Dealership VI, LLC
|
|
AutoNation Volkswagen Mall of Georgia
|
|
Delaware
|
Auto Dealership VII, LLC
|
|
|
|
Delaware
|
Auto Dealership VIII, LLC
|
|
|
|
Delaware
|
Auto Dealership X, LLC
|
|
|
|
Delaware
|
Auto Dealership XXIII, LLC
|
|
|
|
Delaware
|
Auto Holding, LLC
|
|
|
|
Delaware
|
Auto Mission Holding, LLC
|
|
|
|
Delaware
|
Auto Mission Ltd.
|
|
AutoNation Toyota Hayward
|
|
California
|
Auto Motors of Englewood, LLC
|
|
AutoNation Chrysler Jeep Arapahoe
|
|
Delaware
|
Auto TechLabs, Inc.
|
|
|
|
Delaware
|
Auto West, Inc.
|
|
|
|
California
|
Autohaus Holdings, Inc.
|
|
|
|
Delaware
|
AutoNation Benefits Company, Inc.
|
|
|
|
Florida
|
AutoNation Cayman Insurance Company, Ltd.
|
|
|
|
Cayman Islands
|
AutoNation Corporate Management, LLC
|
|
|
|
Delaware
|
AutoNation Enterprises Incorporated
|
|
|
|
Florida
|
AutoNation Financial Services, LLC
|
|
|
|
Delaware
|
AutoNation Fort Worth Motors, Ltd.
|
|
AutoNation Chevrolet North Richland Hills
|
|
Texas
|
AutoNation GM GP, LLC
|
|
|
|
Delaware
|
AutoNation Holding Corp.
|
|
|
|
Delaware
|
AutoNation Imports of Katy GP, LLC
|
|
|
|
Delaware
|
AutoNation Imports of Katy, L.P.
|
|
|
|
Texas
|
AutoNation Imports of Lithia Springs, LLC
|
|
AutoNation Toyota Thornton Road
|
|
Delaware
|
AutoNation Imports of Longwood, Inc.
|
|
AutoNation Honda Sanford
|
|
Delaware
|
AutoNation Imports of Palm Beach, Inc.
|
|
Lexus of Palm Beach
|
|
Delaware
|
AutoNation Imports of Winter Park, Inc.
|
|
AutoNation Toyota Winter Park
|
|
Delaware
|
AutoNation Motors Holding Corp.
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
AutoNation Motors of Lithia Springs, Inc.
|
|
|
|
Delaware
|
AutoNation North Texas Management GP, LLC
|
|
|
|
Delaware
|
AutoNation Orlando Venture Holdings, Inc.
|
|
|
|
Delaware
|
AutoNation Realty Corporation
|
|
|
|
Delaware
|
AutoNation Suite 101, Inc.
|
|
|
|
Delaware
|
AutoNation USA of Perrine, Inc.
|
|
AutoNation Nissan Kendall
|
|
Delaware
|
AutoNation V. Imports of Delray Beach, LLC
|
|
|
|
Delaware
|
AutoNation.com, Inc.
|
|
AutoNation Direct
|
|
Delaware
|
Bankston Auto, Inc.
|
|
|
|
Texas
|
Bankston Chrysler Jeep of Frisco, L.P.
|
|
|
|
Texas
|
Bankston CJ GP, LLC
|
|
|
|
Delaware
|
Bankston Ford of Frisco, Ltd. Co.
|
|
AutoNation Ford Frisco
|
|
Texas
|
Bankston Nissan in Irving, Inc.
|
|
|
|
Texas
|
Bankston Nissan Lewisville GP, LLC
|
|
|
|
Delaware
|
Bankston Nissan Lewisville, Ltd.
|
|
AutoNation Nissan Lewisville
|
|
Texas
|
Bargain Rent-A-Car
|
|
Lexus of Cerritos; Lexus Collision Center Cerritos
|
|
California
|
Batfish, LLC
|
|
|
|
Colorado
|
BBCSS, Inc.
|
|
|
|
Arizona
|
Beach City Chevrolet Company, Inc.
|
|
|
|
California
|
Beach City Holding, LLC
|
|
|
|
Delaware
|
Beacon Motors, Inc.
|
|
AutoNation Chevrolet Doral; AutoNation Collision Center Airport Miami
|
|
Florida
|
Bell Motors, LLC
|
|
AutoNation Chrysler Dodge Jeep Ram and FIAT North Phoenix
|
|
Delaware
|
Bellevue Automotive, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram Bellevue
|
|
Delaware
|
Bellevue Collision, Inc.
|
|
AutoNation Collision Center Bellevue
|
|
Delaware
|
Bengal Motor Company, Ltd.
|
|
AutoNation Honda Miami Lakes
|
|
Florida
|
Bengal Motors, Inc.
|
|
|
|
Florida
|
Bethesda Luxury Imports, LLC
|
|
Jaguar Bethesda; Land Rover Bethesda
|
|
Delaware
|
Bill Ayares Chevrolet, LLC
|
|
AutoNation Chevrolet Laurel
|
|
Delaware
|
Bledsoe Dodge, LLC
|
|
|
|
Delaware
|
Bob Townsend Ford, Inc.
|
|
|
|
Delaware
|
Body Shop Holding Corp.
|
|
|
|
Delaware
|
Brown & Brown Chevrolet - Superstition Springs, LLC
|
|
AutoNation Chevrolet Mesa
|
|
Arizona
|
Brown & Brown Chevrolet, Inc.
|
|
AutoNation Chevrolet Gilbert
|
|
Arizona
|
Brown & Brown Nissan Mesa, L.L.C.
|
|
AutoNation Nissan Chandler; AutoNation Collision Center Chandler
|
|
Arizona
|
Brown & Brown Nissan, Inc.
|
|
AutoNation Nissan Tempe
|
|
Arizona
|
Buena Park Luxury Imports, Inc.
|
|
BMW Buena Park
|
|
Delaware
|
Bull Motors, LLC
|
|
AutoNation Ford Miami; AutoNation Collision Center Miami North
|
|
Delaware
|
C. Garrett, Inc.
|
|
|
|
Colorado
|
CA-CC Fremont, Inc.
|
|
|
|
Delaware
|
Carlisle Motors, LLC
|
|
AutoNation Ford St. Petersburg; AutoNation Lincoln Clearwater; AutoNation Collision Center Gulf to Bay
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Carwell Holding, LLC
|
|
|
|
Delaware
|
Carwell, LLC
|
|
Mercedes-Benz of South Bay; Jaguar Land Rover South Bay; AutoNation Collision Center South Bay
|
|
Delaware
|
Centennial Automotive, LLC
|
|
AutoNation Dodge Ram Arapahoe; AutoNation Parts Center Denver
|
|
Delaware
|
Centennial Collision, Inc.
|
|
|
|
Delaware
|
Cerritos Body Works Holding, LLC
|
|
|
|
Delaware
|
Cerritos Body Works, Inc.
|
|
|
|
California
|
Champion Chevrolet Holding, LLC
|
|
|
|
Delaware
|
Champion Chevrolet, LLC
|
|
|
|
Delaware
|
Champion Ford, Inc.
|
|
|
|
Texas
|
Chandler Collision, Inc.
|
|
AutoNation Collision Center Chandler West
|
|
Delaware
|
Charlie Hillard, Inc.
|
|
AutoNation Ford Fort Worth
|
|
Texas
|
Charlie Thomas Chevrolet GP, LLC
|
|
|
|
Delaware
|
Charlie Thomas Chevrolet, Ltd.
|
|
AutoNation Chevrolet Gulf Freeway; AutoNation Mitsubishi; AutoNation Collision Center NASA
|
|
Texas
|
Charlie Thomas Chrysler-Plymouth, Inc.
|
|
|
|
Texas
|
Charlie Thomas' Courtesy Ford, Ltd.
|
|
AutoNation Ford Corpus Christi; AutoNation Collision Center Corpus Christi II
|
|
Texas
|
Charlie Thomas' Courtesy GP, LLC
|
|
|
|
Delaware
|
Charlie Thomas Courtesy Leasing, Inc.
|
|
|
|
Texas
|
Charlie Thomas F. GP, LLC
|
|
|
|
Delaware
|
Charlie Thomas Ford, Ltd.
|
|
AutoNation Ford Gulf Freeway; AutoNation Collision Center Gulfgate
|
|
Texas
|
Chesrown Auto, LLC
|
|
|
|
Delaware
|
Chesrown Chevrolet, LLC
|
|
AutoNation Chevrolet North
|
|
Delaware
|
Chesrown Collision Center, Inc.
|
|
AutoNation Collision Center Denver
|
|
Colorado
|
Chesrown Ford, Inc.
|
|
|
|
Colorado
|
Chevrolet World, Inc.
|
|
AutoNation Chevrolet Airport
|
|
Florida
|
Chuck Clancy Ford of Marietta, LLC
|
|
AutoNation Ford Marietta; AutoNation Collision Center Marietta
|
|
Delaware
|
CJ Valencia Holding, LLC
|
|
|
|
Delaware
|
Coastal Cadillac, Inc.
|
|
AutoNation Cadillac Port Richey
|
|
Florida
|
Consumer Car Care Corporation
|
|
|
|
Tennessee
|
Contemporary Cars, Inc.
|
|
Mercedes-Benz of Orlando; smart center of Orlando
|
|
Florida
|
Cook-Whitehead Ford, Inc.
|
|
AutoNation Ford Panama City
|
|
Florida
|
Corporate Properties Holding, Inc.
|
|
|
|
Delaware
|
Corpus Christi ANUSA, LLC
|
|
AutoNation USA Corpus Christi
|
|
Delaware
|
Corpus Christi Collision Center, Inc.
|
|
AutoNation Collision Center Corpus Christi
|
|
Delaware
|
Costa Mesa Cars Holding, LLC
|
|
|
|
Delaware
|
Costa Mesa Cars, Inc.
|
|
AutoNation Honda Costa Mesa; AutoNation Collision Center Costa Mesa
|
|
California
|
Courtesy Auto Group, Inc.
|
|
|
|
Florida
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Courtesy Broadway, LLC
|
|
|
|
Colorado
|
Covington Pike Motors, Inc.
|
|
AutoNation Honda Covington Pike
|
|
Tennessee
|
CT Intercontinental GP, LLC
|
|
|
|
Delaware
|
CT Intercontinental, Ltd.
|
|
BMW of Houston North; MINI of the Woodlands
|
|
Texas
|
CT Motors, Inc.
|
|
AutoNation Acura Gulf Freeway
|
|
Texas
|
D/L Motor Company
|
|
AutoNation Honda Clearwater; AutoNation Collision Center Clearwater; AutoNation Collision Center Clearwater South
|
|
Florida
|
Dealership Realty Corporation
|
|
|
|
Texas
|
Delray Luxury Imports, Inc.
|
|
|
|
Delaware
|
Desert Buick-GMC Trucks, L.L.C.
|
|
AutoNation Buick GMC West Sahara
|
|
Delaware
|
Desert Chrysler-Plymouth, Inc.
|
|
|
|
Delaware
|
Desert Dodge, Inc.
|
|
|
|
Nevada
|
Desert GMC, L.L.C.
|
|
AutoNation Buick GMC Henderson
|
|
Delaware
|
Dobbs Ford of Memphis, Inc.
|
|
AutoNation Ford Wolfchase
|
|
Delaware
|
Dobbs Ford, Inc.
|
|
AutoNation Ford Memphis; AutoNation Collision Center Memphis
|
|
Florida
|
Dobbs Mobile Bay, Inc.
|
|
AutoNation Ford Mobile; AutoNation Collision Center Mobile
|
|
Alabama
|
Dobbs Motors of Arizona, Inc.
|
|
AutoNation Honda Tucson Auto Mall
|
|
Arizona
|
Don Mealey Chevrolet, Inc.
|
|
AutoNation Chevrolet West Colonial; AutoNation Collision Center West Colonial
|
|
Florida
|
Don Mealey Imports, Inc.
|
|
AutoNation Acura North Orlando
|
|
Florida
|
Don-A-Vee Jeep Eagle, Inc.
|
|
|
|
California
|
Driver's Mart Worldwide, Inc.
|
|
|
|
Virginia
|
Eastern Region Management, LLC
|
|
|
|
Delaware
|
Eastgate Ford, Inc.
|
|
|
|
Ohio
|
Ed Mullinax Ford, LLC
|
|
AutoNation Ford Amherst; AutoNation Collision Center Amherst
|
|
Delaware
|
Edgren Motor Company, Inc.
|
|
AutoNation Honda Fremont
|
|
California
|
Edgren Motor Holding, LLC
|
|
|
|
Delaware
|
El Monte Imports Holding, LLC
|
|
|
|
Delaware
|
El Monte Imports, Inc.
|
|
|
|
Delaware
|
El Monte Motors Holding, LLC
|
|
|
|
Delaware
|
El Monte Motors, Inc.
|
|
|
|
Delaware
|
Emich Subaru West, LLC
|
|
AutoNation Subaru West
|
|
Delaware
|
Empire Services Agency, Inc.
|
|
|
|
Florida
|
Financial Services GP, LLC
|
|
|
|
Delaware
|
Financial Services, Ltd.
|
|
|
|
Texas
|
First Team Automotive Corp.
|
|
|
|
Delaware
|
First Team Ford of Manatee, Ltd.
|
|
AutoNation Ford Bradenton; AutoNation Collision Center Sarasota
|
|
Florida
|
First Team Ford, Ltd.
|
|
AutoNation Ford Sanford
|
|
Florida
|
First Team Management, Inc.
|
|
|
|
Florida
|
Fit Kit Holding, LLC
|
|
|
|
Delaware
|
Fit Kit, Inc.
|
|
AutoNation Toyota Buena Park
|
|
California
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Florida Auto Corp.
|
|
|
|
Delaware
|
Ford of Kirkland, Inc.
|
|
|
|
Washington
|
Fox Chevrolet, LLC
|
|
|
|
Delaware
|
Fox Motors, LLC
|
|
AutoNation Buick GMC Laurel
|
|
Delaware
|
Fred Oakley Motors, Inc.
|
|
|
|
Delaware
|
Fremont Luxury Imports Holding, LLC
|
|
|
|
Delaware
|
Ft. Lauderdale Nissan, Inc.
|
|
|
|
Florida
|
G.B. Import Sales & Service Holding, LLC
|
|
|
|
Delaware
|
G.B. Import Sales & Service, LLC
|
|
|
|
Delaware
|
GA CDJR Motors, LLC
|
|
AutoNation Chrysler Dodge Jeep Ram and FIAT Columbus; AutoNation Chrysler Dodge Jeep Ram South Columbus
|
|
Delaware
|
GA Columbus Imports, LLC
|
|
AutoNation Volkswagen Columbus
|
|
Delaware
|
GA F Imports, LLC
|
|
|
|
Delaware
|
GA H Imports, LLC
|
|
AutoNation Honda Columbus
|
|
Delaware
|
GA HY Imports, LLC
|
|
AutoNation Hyundai Columbus
|
|
Delaware
|
GA-CC Columbus, Inc.
|
|
AutoNation Collision Center Columbus
|
|
Delaware
|
Gene Evans Ford, LLC
|
|
AutoNation Ford Union City; AutoNation Lincoln Union City; AutoNation Collision Center Union City
|
|
Delaware
|
George Sutherlin Nissan, LLC
|
|
AutoNation Nissan Marietta
|
|
Delaware
|
Germantown Luxury Imports, LLC
|
|
|
|
Delaware
|
Gilbert ANUSA, LLC
|
|
|
|
Delaware
|
Gilbert Body Shop, Inc.
|
|
AutoNation Collision Center Gilbert
|
|
Delaware
|
Government Boulevard Motors, Inc.
|
|
AutoNation Honda at Bel Air Mall
|
|
Alabama
|
Gulf Management, Inc.
|
|
Lexus of Clearwater; Lexus of Tampa Bay; Lexus of Tampa Bay Collision Center
|
|
Florida
|
Hayward Dodge, Inc.
|
|
|
|
Delaware
|
Henderson ANUSA, LLC
|
|
AutoNation USA Henderson
|
|
Delaware
|
Henderson Collision, Inc.
|
|
AutoNation Collision Center Henderson
|
|
Delaware
|
Hillard Auto Group, Inc.
|
|
|
|
Texas
|
Hollywood Imports Limited, Inc.
|
|
AutoNation Honda Hollywood; AutoNation Collision Center Hollywood
|
|
Florida
|
Horizon Chevrolet, Inc.
|
|
|
|
Ohio
|
House of Imports Holding, LLC
|
|
|
|
Delaware
|
House of Imports, Inc.
|
|
House of Imports; AutoNation Collision Center Buena Park
|
|
California
|
Houston ANUSA, LLC
|
|
AutoNation USA Houston
|
|
Delaware
|
Houston Auto M. Imports Greenway, Ltd.
|
|
Mercedes-Benz of Houston Greenway
|
|
Texas
|
Houston Auto M. Imports North, Ltd.
|
|
Mercedes-Benz of Houston North; smart center Houston North
|
|
Texas
|
Houston Imports Greenway GP, LLC
|
|
|
|
Delaware
|
Houston Imports North GP, LLC
|
|
|
|
Delaware
|
HVA Imports, LLC
|
|
Audi Hunt Valley
|
|
Delaware
|
HVM Imports, LLC
|
|
Mercedes-Benz of Hunt Valley
|
|
Delaware
|
HVS Motors, LLC
|
|
AutoNation Subaru Hunt Valley
|
|
Delaware
|
HVVW Motors, LLC
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Imports on PCH, Inc.
|
|
|
|
Delaware
|
Irvine Body Shop, Inc.
|
|
|
|
Delaware
|
Irvine Imports Holding, LLC
|
|
|
|
Delaware
|
Irvine Imports, Inc.
|
|
AutoNation Toyota Irvine
|
|
California
|
Irvine Toyota/Nissan/Volvo Limited Partnership
|
|
|
|
Georgia
|
Jemautco, Inc.
|
|
|
|
Ohio
|
Jerry Gleason Chevrolet, Inc.
|
|
|
|
Illinois
|
Jerry Gleason Dodge, Inc.
|
|
|
|
Illinois
|
Jim Quinlan Chevrolet Co.
|
|
AutoNation Chevrolet South Clearwater
|
|
Delaware
|
JLR Luxury Imports of Fremont, Inc.
|
|
|
|
Delaware
|
Joe MacPherson Ford
|
|
AutoNation Ford Tustin
|
|
California
|
Joe MacPherson Imports No. I
|
|
|
|
California
|
Joe MacPherson Infiniti
|
|
AutoNation Infiniti Tustin
|
|
California
|
Joe MacPherson Infiniti Holding, LLC
|
|
|
|
Delaware
|
John M. Lance Ford, LLC
|
|
AutoNation Ford Westlake; AutoNation Collision Center Westlake
|
|
Delaware
|
J-R Motors Company North
|
|
AutoNation Honda 104; AutoNation Hyundai 104
|
|
Colorado
|
J-R Motors Company South
|
|
AutoNation Toyota Arapahoe
|
|
Colorado
|
JRJ Investments, Inc.
|
|
Audi Las Vegas; BMW of Henderson; BMW of Las Vegas; MINI of Las Vegas; AutoNation Volkswagen Las Vegas
|
|
Nevada
|
Katy ANUSA, LLC
|
|
AutoNation ANUSA Katy
|
|
Delaware
|
Kenyon Dodge, Inc.
|
|
|
|
Florida
|
King's Crown Ford, Inc.
|
|
AutoNation Ford Jacksonville
|
|
Delaware
|
L.P. Evans Motors WPB, Inc.
|
|
Mercedes-Benz of Miami
|
|
Florida
|
L.P. Evans Motors, Inc.
|
|
AutoNation Nissan Miami
|
|
Florida
|
Lance Children, Inc.
|
|
|
|
Ohio
|
Las Vegas ANUSA, LLC
|
|
|
|
Delaware
|
Leesburg Imports, LLC
|
|
AutoNation Honda Dulles
|
|
Delaware
|
Leesburg Motors, LLC
|
|
AutoNation Toyota Leesburg
|
|
Delaware
|
Les Marks Chevrolet, Inc.
|
|
|
|
Texas
|
Lew Webb's Ford, Inc.
|
|
|
|
California
|
Lew Webb's Irvine Nissan Holding, LLC
|
|
|
|
Delaware
|
Lew Webb's Irvine Nissan, Inc.
|
|
|
|
California
|
Lewisville Collision, Inc.
|
|
AutoNation Collision Center Lewisville
|
|
Delaware
|
Lewisville Imports GP, LLC
|
|
|
|
Delaware
|
Lewisville Imports, Ltd.
|
|
AutoNation Honda Lewisville
|
|
Texas
|
Lot 4 Real Estate Holdings, LLC
|
|
|
|
Delaware
|
Luxury Orlando Imports, Inc.
|
|
Audi South Orlando
|
|
Delaware
|
Luxury Woodlands Imports, Inc.
|
|
BMW of the Woodlands
|
|
Delaware
|
MacHoward Leasing
|
|
|
|
California
|
MacHoward Leasing Holding, LLC
|
|
|
|
Delaware
|
MacPherson Enterprises, Inc.
|
|
|
|
California
|
Magic Acquisition Corp.
|
|
AutoNation Ford Valencia
|
|
Delaware
|
Magic Acquisition Holding, LLC
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Maitland Luxury Imports, Inc.
|
|
Porsche Orlando
|
|
Delaware
|
Marks Family Dealerships, Inc.
|
|
|
|
Texas
|
Marks Transport, Inc.
|
|
AutoNation Toyota Gulf Freeway
|
|
Texas
|
MC/RII, LLC
|
|
|
|
Ohio
|
Mealey Holdings, Inc.
|
|
|
|
Florida
|
Mesa Collision, Inc.
|
|
AutoNation Collision Center Mesa
|
|
Delaware
|
Midway Chevrolet, Inc.
|
|
|
|
Texas
|
Mike Hall Chevrolet, Inc.
|
|
AutoNation Chevrolet Highway 6; AutoNation Collision Center Highway 6
|
|
Delaware
|
Mike Shad Chrysler Plymouth Jeep Eagle, Inc.
|
|
|
|
Florida
|
Mike Shad Ford, Inc.
|
|
AutoNation Ford Orange Park; AutoNation Lincoln Orange Park; AutoNation Collision Center Orange Park
|
|
Florida
|
Mission Blvd. Motors, Inc.
|
|
|
|
California
|
Mobile Motors, LLC
|
|
|
|
Delaware
|
Mortimer Collision, LLC
|
|
AutoNation Collision Center Baltimore
|
|
Delaware
|
Mr. Wheels Holding, LLC
|
|
|
|
Delaware
|
Mr. Wheels, Inc.
|
|
AutoNation Toyota Cerritos
|
|
California
|
Mullinax East, LLC
|
|
AutoNation Ford East
|
|
Delaware
|
Mullinax Ford North Canton, Inc.
|
|
AutoNation Ford North Canton; AutoNation Collision Center North Canton
|
|
Ohio
|
Mullinax Ford South, Inc.
|
|
AutoNation Ford Margate; AutoNation Collision Center Margate
|
|
Florida
|
Mullinax Insurance Agency
|
|
|
|
Ohio
|
Mullinax Used Cars, Inc.
|
|
|
|
Ohio
|
Naperville Imports, Inc.
|
|
Mercedes-Benz of Naperville
|
|
Delaware
|
Newport Beach Cars Holding, LLC
|
|
|
|
Delaware
|
Newport Beach Cars, LLC
|
|
Newport Auto Center; Porsche Newport Beach; Bentley Newport Beach
|
|
Delaware
|
Nichols Ford, Ltd.
|
|
AutoNation Ford South Fort Worth; AutoNation Collision Center Fort Worth
|
|
Texas
|
Nichols GP, LLC
|
|
|
|
Delaware
|
Nissan of Brandon, Inc.
|
|
|
|
Florida
|
Northpoint Chevrolet, LLC
|
|
AutoNation Chevrolet Northpoint
|
|
Delaware
|
Northwest Financial Group, Inc.
|
|
BMW of Bellevue
|
|
Washington
|
NY LNR Luxury Imports, Inc.
|
|
Jaguar Land Rover Larchmont/New Rochelle
|
|
Delaware
|
NY Luxury Motors of Mt. Kisco, Inc.
|
|
Land Rover Mt. Kisco
|
|
Delaware
|
NY MT. Kisco Luxury Imports, Inc.
|
|
BMW of Mt. Kisco
|
|
Delaware
|
NY Palisades Luxury Imports, Inc.
|
|
|
|
Delaware
|
NY White Plains Luxury Imports, Inc.
|
|
Jaguar Land Rover White Plains
|
|
Delaware
|
Oxnard European Motors, LLC
|
|
|
|
Delaware
|
Oxnard Venture Holdings, Inc.
|
|
|
|
Delaware
|
Payton-Wright Ford Sales, Inc.
|
|
|
|
Texas
|
Pembroke Motors, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram Pembroke Pines
|
|
Delaware
|
Peyton Cramer Automotive
|
|
AutoNation Acura South Bay
|
|
California
|
Peyton Cramer Automotive Holding, LLC
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Peyton Cramer F. Holding, LLC
|
|
|
|
Delaware
|
Peyton Cramer Ford
|
|
AutoNation Ford Torrance
|
|
California
|
Peyton Cramer Infiniti
|
|
|
|
California
|
Peyton Cramer Infiniti Holding, LLC
|
|
|
|
Delaware
|
Peyton Cramer Jaguar
|
|
|
|
California
|
Peyton Cramer LM Holding, LLC
|
|
|
|
Delaware
|
Phoenix ANUSA, LLC
|
|
AutoNation USA Phoenix
|
|
Delaware
|
Pierce Automotive Corporation
|
|
|
|
Arizona
|
Pierce, LLC
|
|
AutoNation Toyota Tempe
|
|
Delaware
|
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.
|
|
|
|
Delaware
|
Plains Chevrolet GP, LLC
|
|
|
|
Delaware
|
Plains Chevrolet, Ltd.
|
|
AutoNation Chevrolet Amarillo; AutoNation Collision Center Amarillo
|
|
Texas
|
Plano Collision, Inc.
|
|
AutoNation Collision Center Plano
|
|
Delaware
|
Port City Imports, Inc.
|
|
AutoNation Honda South Corpus Christi
|
|
Texas
|
Prime Auto Cosmetics, Inc.
|
|
AutoNation Reconditioning Services
|
|
Delaware
|
Prime Auto Resources, Inc.
|
|
AutoNation Auto Auction; AutoNation Auto Auction Orlando; AutoNation Auto Auction Houston; AutoNation Auto Auction Atlanta
|
|
California
|
Quality Nissan GP, LLC
|
|
|
|
Delaware
|
Quality Nissan, Ltd.
|
|
|
|
Texas
|
Quinlan Motors, Inc.
|
|
|
|
Florida
|
R. Coop Limited
|
|
|
|
Colorado
|
R.L. Buscher II, Inc.
|
|
|
|
Colorado
|
R.L. Buscher III, Inc.
|
|
|
|
Colorado
|
Real Estate Holdings, Inc.
|
|
|
|
Florida
|
Renton H Imports, Inc.
|
|
AutoNation Honda Renton
|
|
Delaware
|
Republic Resources Company
|
|
|
|
Delaware
|
Republic Risk Management Services, Inc.
|
|
|
|
Florida
|
Resources Aviation, Inc.
|
|
|
|
Florida
|
RI Merger Corp.
|
|
|
|
Colorado
|
RI/BB Acquisition Corp.
|
|
AutoNation Collision Center East Colonial; AutoNation Collision Center Kissimmee; AutoNation Collision Center Longwood; AutoNation Collision Center Winter Garden; AutoNation Collision Center Oviedo; AutoNation Collision Center North; AutoNation Collision Center Airport
|
|
Delaware
|
RI/BBNM Acquisition Corp.
|
|
|
|
Arizona
|
RI/Hollywood Nissan Acquisition Corp.
|
|
AutoNation Nissan Pembroke Pines
|
|
Delaware
|
RI/LLC Acquisition Corp.
|
|
|
|
Colorado
|
RI/RMC Acquisition GP, LLC
|
|
|
|
Delaware
|
RI/RMC Acquisition, Ltd.
|
|
AutoNation Chevrolet West Austin
|
|
Texas
|
RI/RMT Acquisition GP, LLC
|
|
|
|
Delaware
|
RI/RMT Acquisition, Ltd.
|
|
AutoNation Toyota South Austin; AutoNation Collision Center Austin
|
|
Texas
|
RI/WFI Acquisition Corporation
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
RKR Motors, Inc.
|
|
Mercedes-Benz of Pompano
|
|
Florida
|
Roseville Motor Corporation
|
|
AutoNation Chrysler Dodge Jeep Ram Roseville
|
|
California
|
Roseville Motor Holding, LLC
|
|
|
|
Delaware
|
Sacramento Collision, Inc.
|
|
|
|
Delaware
|
Sahara Imports, Inc.
|
|
AutoNation Honda East Las Vegas
|
|
Nevada
|
Sahara Nissan, Inc.
|
|
AutoNation Nissan Las Vegas
|
|
Nevada
|
Security Insurance Agency, Inc.
|
|
|
|
Maryland
|
Shamrock F. Holding, LLC
|
|
|
|
Delaware
|
Shamrock Ford, Inc.
|
|
|
|
California
|
Six Jays LLC
|
|
|
|
Colorado
|
SMI Motors Holding, LLC
|
|
|
|
Delaware
|
SMI Motors, Inc.
|
|
|
|
California
|
South Broadway Motors, LLC
|
|
AutoNation Chrysler Jeep Broadway
|
|
Delaware
|
Southwest Motors of Denver, LLC
|
|
AutoNation Chrysler Dodge Jeep Ram Southwest
|
|
Delaware
|
Star Motors, LLC
|
|
Mercedes-Benz of Fort Lauderdale
|
|
Delaware
|
Steakley Chevrolet GP, LLC
|
|
|
|
Delaware
|
Steakley Chevrolet, Ltd.
|
|
|
|
Texas
|
Steeplechase Motor Company
|
|
|
|
Texas
|
Steve Moore Chevrolet Delray, LLC
|
|
|
|
Delaware
|
Steve Moore Chevrolet, LLC
|
|
AutoNation Chevrolet Greenacres; AutoNation Collision Center Greenacres
|
|
Delaware
|
Stevens Creek Holding, LLC
|
|
|
|
Delaware
|
Stevens Creek Luxury Imports Holding, LLC
|
|
|
|
Delaware
|
Stevens Creek Luxury Imports, Inc.
|
|
AutoNation Maserati Stevens Creek; AutoNation Alfa Romeo Stevens Creek
|
|
Delaware
|
Stevens Creek Motors, Inc.
|
|
AutoNation Acura Stevens Creek
|
|
California
|
Sunrise Nissan of Jacksonville, Inc.
|
|
|
|
Florida
|
Sunrise Nissan of Orange Park, Inc.
|
|
|
|
Florida
|
Sunset Pontiac-GMC Truck South, Inc.
|
|
|
|
Florida
|
Sunset Pontiac-GMC, Inc.
|
|
|
|
Michigan
|
Superior Nissan, Inc.
|
|
|
|
North Carolina
|
Sutherlin Chrysler-Plymouth Jeep-Eagle, LLC
|
|
|
|
Delaware
|
Sutherlin H. Imports, LLC
|
|
AutoNation Honda Thornton Road
|
|
Delaware
|
Sutherlin Imports, LLC
|
|
AutoNation Toyota Pinellas Park; AutoNation Collision Center Pinellas Park
|
|
Delaware
|
Sutherlin Nissan, LLC
|
|
AutoNation Nissan Thornton Road
|
|
Delaware
|
Tasha Incorporated
|
|
|
|
California
|
Tempe Auto Imports, Inc.
|
|
|
|
Delaware
|
Tempe Body Shop, Inc.
|
|
AutoNation Collision Center North Tempe
|
|
Delaware
|
Terry York Motor Cars Holding, LLC
|
|
|
|
Delaware
|
Terry York Motor Cars, Ltd.
|
|
Land Rover Encino
|
|
California
|
Texan Ford Sales, Ltd.
|
|
AutoNation Ford Arlington; AutoNation Collision Center Arlington
|
|
Texas
|
Texan Ford, Inc.
|
|
AutoNation Ford Katy; AutoNation Collision Center Katy
|
|
Texas
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Texan Sales GP, LLC
|
|
|
|
Delaware
|
Texas Management Companies LP, LLC
|
|
|
|
Delaware
|
The Pierce Corporation II, Inc.
|
|
|
|
Arizona
|
Tier2 Corporation
|
|
|
|
Delaware
|
Tinley Park A. Imports, Inc.
|
|
|
|
Delaware
|
Tinley Park J. Imports, Inc.
|
|
|
|
Delaware
|
Tinley Park V. Imports, Inc.
|
|
|
|
Delaware
|
TN CDJR Motors, LLC
|
|
AutoNation Chrysler Dodge Jeep Ram and FIAT Johnson City
|
|
Delaware
|
TN F Imports, LLC
|
|
|
|
Delaware
|
Torrance Nissan Holding, LLC
|
|
|
|
Delaware
|
Torrance Nissan, LLC
|
|
|
|
Delaware
|
Tousley Ford, Inc.
|
|
AutoNation Ford White Bear Lake
|
|
Minnesota
|
Toyota Cerritos Limited Partnership
|
|
|
|
Georgia
|
Triangle Corporation
|
|
|
|
Delaware
|
Tucson Collision, Inc.
|
|
|
|
Delaware
|
T-West Sales & Service, Inc.
|
|
AutoNation Toyota Las Vegas
|
|
Nevada
|
TX Alliance Motors, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram North Fort Worth; AutoNation Collision Center Alliance
|
|
Texas
|
TX Ennis Autoplex Motors, Inc.
|
|
|
|
Texas
|
TX Motors of North Richland Hills, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram North Richland Hills; AutoNation Hyundai North Richland Hills; AutoNation Collision Center North Richland Hills
|
|
Delaware
|
TX Motors on Katy Freeway, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram Katy; AutoNation Collision Center Katy West
|
|
Texas
|
TX Motors on Southwest Loop, Inc.
|
|
|
|
Texas
|
TX West Houston Motors, Inc.
|
|
AutoNation Chrysler Dodge Jeep Ram Houston; AutoNation Collision Center Houston
|
|
Texas
|
TX-CC Dallas, Inc.
|
|
AutoNation Collision Center Maple
|
|
Delaware
|
TX-CC Galleria, Inc.
|
|
AutoNation Collision Center Galleria
|
|
Delaware
|
TX-CC Spring, Inc.
|
|
AutoNation Collision Center Spring
|
|
Delaware
|
Valencia Auto Imports Holding, LLC
|
|
|
|
Delaware
|
Valencia B. Imports Holding, LLC
|
|
|
|
Delaware
|
Valencia B. Imports, Inc.
|
|
Valencia BMW
|
|
Delaware
|
Valencia Dodge
|
|
|
|
California
|
Valencia Dodge Holding, LLC
|
|
|
|
Delaware
|
Valencia H. Imports Holding, LLC
|
|
|
|
Delaware
|
Valencia H. Imports, Inc.
|
|
AutoNation Honda Valencia
|
|
Delaware
|
Valley Chevrolet, LLC
|
|
AutoNation Chevrolet Timonium; AutoNation Collision Center Timonium
|
|
Delaware
|
Vanderbeek Motors Holding, LLC
|
|
|
|
Delaware
|
Vanderbeek Motors, Inc.
|
|
AutoNation Mazda Roseville; AutoNation Subaru Roseville; BMW of Roseville; AutoNation Collision Center Roseville
|
|
California
|
Vanderbeek Olds/GMC Truck, Inc.
|
|
|
|
California
|
Vanderbeek Truck Holding, LLC
|
|
|
|
Delaware
|
Legal Entity
|
|
Current DBA(s)
|
|
State of Organization
|
Village Motors, LLC
|
|
AutoNation Toyota Libertyville
|
|
Delaware
|
Vince Wiese Chevrolet, Inc.
|
|
AutoNation Chevrolet Valencia
|
|
Delaware
|
Vince Wiese Holding, LLC
|
|
|
|
Delaware
|
VistaCal Luxury Imports, Inc.
|
|
BMW of Vista
|
|
Delaware
|
W.O. Bankston Nissan, Inc.
|
|
|
|
Texas
|
Wallace Dodge, LLC
|
|
|
|
Delaware
|
Wallace Ford, LLC
|
|
AutoNation Collision Center Delray
|
|
Delaware
|
Wallace Lincoln-Mercury, LLC
|
|
|
|
Delaware
|
Wallace Nissan, LLC
|
|
|
|
Delaware
|
Webb Automotive Group, Inc.
|
|
|
|
California
|
West Colorado Motors, LLC
|
|
AutoNation Chrysler Jeep West; AutoNation Buick GMC Park Meadows; AutoNation Buick GMC West; AutoNation Subaru Arapahoe
|
|
Delaware
|
West Houston Luxury Imports, Inc.
|
|
|
|
Delaware
|
West Side Motors, Inc.
|
|
AutoNation Honda West Knoxville
|
|
Tennessee
|
Westgate Chevrolet GP, LLC
|
|
|
|
Delaware
|
Westgate Chevrolet, Ltd.
|
|
AutoNation Chevrolet West Amarillo; AutoNation Cadillac West Amarillo
|
|
Texas
|
Westmont A. Imports, Inc.
|
|
Audi Westmont
|
|
Delaware
|
Westmont B. Imports, Inc.
|
|
Laurel BMW of Westmont
|
|
Delaware
|
Westmont Collision, Inc.
|
|
AutoNation Collision Center Westmont
|
|
Delaware
|
Westmont M. Imports, Inc.
|
|
Mercedes-Benz of Westmont
|
|
Delaware
|
Woody Capital Investment Company II
|
|
|
|
Colorado
|
Woody Capital Investment Company III
|
|
|
|
Colorado
|
Working Man's Credit Plan, Inc.
|
|
|
|
Texas
|
WPB Collision, Inc.
|
|
AutoNation Collision Center West Palm Beach
|
|
Delaware
|
•
|
Form S-4 Registration No. 333-41505 and 333-17915; and
|
•
|
Form S-8 Registration No. 333-216482, 333-214308, 333-195706, 333-175830, 333-170737, 333-150756, 333-143250, 333-130019, 333-81888, 333-90819, 333-56967, 333-42891, 333-29265, 333-20669, 333-19453, 033-93742, and 333-07623
|
/s/ MICHAEL J. JACKSON
|
Michael J. Jackson
|
Chairman, Chief Executive Officer and President
|
/s/ CHERYL MILLER
|
Cheryl Miller
|
Executive Vice President and Chief Financial Officer
|
/s/ MICHAEL J. JACKSON
|
Michael J. Jackson
|
Chairman, Chief Executive Officer and President
|
/s/ CHERYL MILLER
|
Cheryl Miller
|
Executive Vice President and Chief Financial Officer
|