(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2008 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
DELAWARE | 73-1105145 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer Identification No.) | |
110 S.E. 6TH STREET,
FORT LAUDERDALE, FLORIDA |
33301
(Zip Code) |
|
(Address of principal executive offices) |
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 | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Page | ||||||||
Business | 1 | |||||||
Risk Factors | 11 | |||||||
Unresolved Staff Comments | 18 | |||||||
Properties | 18 | |||||||
Legal Proceedings | 18 | |||||||
Submission of Matters to a Vote of Security Holders | 19 | |||||||
Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 20 | |||||||
Selected Financial Data | 22 | |||||||
Managements Discussion and Analysis of Financial Condition and Results of Operations | 23 | |||||||
Quantitative and Qualitative Disclosures About Market Risk | 52 | |||||||
Financial Statements and Supplementary Data | 53 | |||||||
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 92 | |||||||
Controls and Procedures | 92 | |||||||
Other Information | 92 | |||||||
Directors, Executive Officers and Corporate Governance | 92 | |||||||
Executive Compensation | 93 | |||||||
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 93 | |||||||
Certain Relationships and Related Transactions, and Director Independence | 93 | |||||||
Principal Accounting Fees and Services | 93 | |||||||
Exhibits, Financial Statement Schedules | 93 |
ITEM 1.
BUSINESS
Deliver a positive customer experience at our stores
1
Leverage our significant scale to improve our operating
efficiency
Increase our productivity
Build a powerful brand in each of our local markets
Improving Customer Service:
The success
of our stores depends in significant part on our ability to
deliver positive experiences to our customers. We have developed
and implemented standardized, customer-friendly sales and
service processes, including a customer-friendly sales menu
designed to provide clear disclosure of purchase or lease
transaction terms. We believe these processes improve the sales
and service experiences of our customers. We emphasize the
importance of customer satisfaction to our key store personnel
by basing a portion of their compensation on the quality of
customer service they provide in connection with vehicle sales
and service.
Increasing Parts and Service Sales:
Our
goal is that our customers will use us for all of their vehicle
service, maintenance, and collision needs. Our key initiatives
for our parts and service business are focused on optimizing our
processes, pricing, and promotion, thus improving customer
retention. We have implemented across all of our stores
standardized service processes and marketing communications,
which are designed to ensure that we offer our existing and
potential customers the complete range of vehicle maintenance
and repair services. Our processes and marketing communications
are focused on increasing our customer-pay service, collision,
and parts business. As a result of our significant scale, we
believe we can communicate frequently and effectively with our
2
customers. We optimize our pricing to maintain a competitive
offering for commonly performed vehicle services and repairs for
like-brand vehicles within each of our markets.
Increasing Finance, Insurance, and Other Aftermarket
Product Sales:
We continue to improve our
finance and insurance business by using our standardized
processes across our store network. Our customers are presented
with the AutoNation Pledge, which provides clear
disclosure relating to the finance and insurance sales process,
and with a customer-friendly finance and insurance menu, which
is designed to ensure that we offer our customers the complete
range of finance, insurance, protection, and other aftermarket
products in a transparent manner. We believe the combination of
our pledge and our menu improves our customers shopping
experience for finance and insurance products at our stores. We
offer our customers aftermarket products such as extended
service contracts, maintenance programs, theft deterrent
systems, and various insurance products. We continue to focus on
optimizing the mix of finance sources available for our
customers convenience.
Managing New Vehicle Inventories:
We
manage our new vehicle inventories to optimize our stores
supply and mix of vehicle inventory. Through the use of our
planning and tracking systems in markets where our stores have
critical mass in a particular brand, we view new vehicle
inventories at those same brand stores in the aggregate and
coordinate vehicle ordering and inventories across those stores.
We manage our new vehicle inventory to achieve specific days
supply targets. We also target our new vehicle inventory
purchasing to our core, or most popular, model packages. We are
focused on maintaining appropriate inventory levels in order to
minimize carrying costs. We believe our inventory management
enables us to (1) respond to customer requests better than
independent retailers in the markets where we have a critical
mass in a particular brand, (2) minimize carrying costs by
maintaining lower days supply, and (3) better plan and
forecast inventory levels. See also Inventory
Management in Part II, Item 7 of this
Form 10-K.
Increasing Used Vehicle Sales and Managing Used Vehicle
Inventories:
Each of our stores offers a
variety of used vehicles. We believe that we have access to
desirable used vehicle inventory and are in a position to
realize the benefits of vehicle manufacturer-supported certified
used vehicle programs, which we believe are improving
consumers attitudes toward used vehicles. Our used vehicle
business strategy is focused on (1) utilizing our web-based
vehicle inventory management system to leverage our local market
inventory and optimize our supply, mix, and pricing,
(2) managing our used vehicle inventory to enable us to
offer our customers a wide selection of desirable lower-cost
vehicles, which are often in high demand by consumers, and
(3) leveraging our scale with comprehensive used vehicle
marketing programs, such as market-wide promotional events and
standardized approaches to advertising that we can implement
more effectively than smaller retailers because of our size. We
have deployed used vehicle specialists in each of our key
markets to assist us in executing our strategy.
Managing Costs:
We actively manage our
business and leverage our scale to reduce costs. We continue to
focus on developing national vendor relationships to standardize
our stores approach to purchasing certain equipment,
supplies, and services, and to improve our cost efficiencies.
For example, we realize cost efficiencies with respect to
advertising and facilities maintenance that are generally not
available to smaller retailers. In 2008, we implemented a cost
reduction plan in response to the ongoing market challenges. See
Market Challenges in Part II, Item 7 of
this
Form 10-K.
3
Managing Employee Productivity and
Compensation:
We continue to enhance
standardized compensation guidelines and common element pay
plans at our stores. These guidelines and pay plans take into
account our sales volume, customer satisfaction, gross margin
objectives, vehicle brand, and the size of the store. Our goals
are to improve employee productivity, to reward and retain
high-performing employees, and to ensure appropriate variability
of our compensation expense.
Using Information Technology:
We are
leveraging information technology to enhance our customer
relationships and increase productivity. We use a web-based
customer relationship management tool across all of our stores.
We believe this tool enables us to promote and sell our vehicles
and other products more effectively by allowing us to better
understand our customer traffic flows and better manage our
showroom sales processes and customer relationships. We have
developed a company-wide customer database that contains
information on our stores existing and potential
customers. We believe our customer database enables us to
implement more effectively our vehicle sales and service
marketing programs. We expect our customer database and other
tools to empower us to implement our customer relationship
strategy more effectively and improve our productivity.
Training Employees:
One of our key
initiatives to improve our productivity is our customized
comprehensive training program for key store employees. We
believe that having well-trained personnel is an essential
requirement for implementing standardized operating practices
and policies across all of our stores. Our training program
educates our key store employees about their respective job
roles and responsibilities and our standardized processes in all
of our areas of operation, including sales, finance and
insurance, and parts and service. Our training program also
emphasizes the importance of conducting our operations,
including our finance and insurance sales operations, in
accordance with applicable laws and regulations and our policies
and ethical standards. As part of our training program, we
conduct specialized training for certain of our store employees
in areas such as finance and insurance, fixed operations, and
sales. We also require all of our employees, from our senior
management to our technicians, to participate in our Business
Ethics Program, which includes web-based interactive training
programs, live training workshops, written manuals, and videos
on specific topics. We also run the AutoNation General Manager
University to prepare our future general manager prospects to
become well-rounded successful leaders of our stores. We expect
our comprehensive training program to improve our productivity
by ensuring that all of our employees consistently execute our
business strategy and manage our daily operations in accordance
with our common processes and policies, applicable laws and
regulations, and our high standards of business ethics.
4
5
6
7
8
9
Age
Position
60
Chairman of the Board and Chief Executive Officer
55
Director, President and Chief Operating Officer
47
Executive Vice President and Chief Financial Officer
43
Executive Vice President, General Counsel and Secretary
53
Senior Vice President, Sales
10
ITEM 1A.
RISK
FACTORS
11
12
13
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 required payments on indebtedness,
thereby reducing the availability of cash flow for working
capital, capital expenditures, acquisitions, and other general
corporate activities;
Covenants relating to our indebtedness may limit our ability to
obtain financing for working capital, capital expenditures,
acquisitions, 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
Future share repurchases are subject to limitations contained in
the indenture relating to our senior unsecured notes.
14
15
16
17
ITEM 1B.
UNRESOLVED
STAFF COMMENTS
ITEM 2.
PROPERTIES
18
ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
19
29
32
60
90
96
97
ITEM 5.
MARKET
FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
High
Low
$
11.70
$
3.97
$
19.59
$
7.30
$
17.40
$
10.00
$
16.63
$
11.72
$
18.62
$
14.65
$
22.72
$
17.03
$
22.86
$
20.21
$
23.19
$
20.65
20
Dollar Tree, Inc.
RadioShack Corporation
GameStop Corp. Class A
RealNetworks, Inc.
Group 1 Automotive, Inc.
Sally Beauty Holdings, Inc.
Netflix, Inc.
Staples, Inc.
OReilly Automotive, Inc.
Tiffany & Co.
Office Depot, Inc.
Tractor Supply Company
OfficeMax Incorporated
Williams-Sonoma, Inc.
The Pep Boys Manny, Moe & Jack
Zale Corporation
PetSmart, Inc.
the S&P Specialty Stores Index, and the Dow Jones
U.S. Specialty Retailers Index
12/03
12/04
12/05
12/06
12/07
12/08
100.00
104.57
118.29
116.06
85.25
53.78
100.00
110.88
116.33
134.70
142.10
89.53
100.00
105.20
124.25
151.04
110.87
70.30
100.00
111.63
119.28
131.03
122.89
81.81
21
ITEM 6.
SELECTED
FINANCIAL DATA
As of and for the Years Ended December 31,
2008
2007
2006
2005
2004
$
14,131.9
$
17,346.5
$
18,218.5
$
17,820.8
$
17,421.1
$
(1,422.7
)
$
460.4
$
538.1
$
609.1
$
579.3
$
(1,243.1
)
$
278.7
$
316.9
$
496.5
$
433.6
$
(6.89
)
$
1.46
$
1.46
$
1.47
$
1.42
$
(0.10
)
$
(0.05
)
$
(0.05
)
$
0.42
$
0.21
$
(6.99
)
$
1.41
$
1.41
$
1.89
$
1.63
177.8
198.3
225.2
262.7
266.7
$
(6.89
)
$
1.44
$
1.43
$
1.44
$
1.39
$
(0.10
)
$
(0.05
)
$
(0.05
)
$
0.41
$
0.20
$
(6.99
)
$
1.39
$
1.38
$
1.85
$
1.59
177.8
200.0
229.3
268.0
272.5
$
6,014.1
$
8,479.6
$
8,601.4
$
8,824.5
$
8,698.9
$
1,225.6
$
1,751.9
$
1,557.9
$
484.4
$
797.7
$
2,198.1
$
3,473.5
$
3,712.7
$
4,669.5
$
4,263.1
(1)
During 2008, we recorded impairment charges of
$1.76 billion ($1.46 billion after-tax) associated
with goodwill and franchise rights. See Note 5 of the Notes
to Consolidated Financial Statements for more information.
22
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
23
24
25
26
27
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable/
%
Favorable/
%
2008
2007
(Unfavorable)
Variance
2006
(Unfavorable)
Variance
($ in millions, except per vehicle data)
$
7,756.2
$
10,014.3
$
(2,258.1
)
(22.5
)
$
10,756.0
$
(741.7
)
(6.9
)
3,364.5
4,139.9
(775.4
)
(18.7
)
4,302.5
(162.6
)
(3.8
)
2,465.2
2,539.9
(74.7
)
(2.9
)
2,476.9
63.0
2.5
482.6
584.3
(101.7
)
(17.4
)
611.0
(26.7
)
(4.4
)
63.4
68.1
(4.7
)
(6.9
)
72.1
(4.0
)
(5.5
)
$
14,131.9
$
17,346.5
$
(3,214.6
)
(18.5
)
$
18,218.5
$
(872.0
)
(4.8
)
$
510.9
$
709.1
$
(198.2
)
(28.0
)
$
790.1
$
(81.0
)
(10.3
)
278.4
352.0
(73.6
)
(20.9
)
390.7
(38.7
)
(9.9
)
1,071.8
1,108.8
(37.0
)
(3.3
)
1,088.2
20.6
1.9
482.6
584.3
(101.7
)
(17.4
)
611.0
(26.7
)
(4.4
)
35.8
39.1
(3.3
)
(8.4
)
40.6
(1.5
)
(3.7
)
2,379.5
2,793.3
(413.8
)
(14.8
)
2,920.6
(127.3
)
(4.4
)
1,813.8
1,999.8
186.0
9.3
2,057.9
58.1
2.8
90.8
90.3
(0.5
)
80.0
(10.3
)
1,610.0
(1,610.0
)
146.5
2.2
(144.3
)
(2.2
)
13.2
(0.4
)
(13.6
)
(0.2
)
0.2
(1,294.8
)
701.4
(1,996.2
)
NM
782.9
(81.5
)
(10.4
)
(87.4
)
(129.0
)
41.6
(132.5
)
3.5
(89.4
)
(114.1
)
24.7
(90.8
)
(23.3
)
(34.5
)
34.5
51.3
51.3
2.2
3.4
(1.2
)
8.3
(4.9
)
(4.6
)
(1.3
)
(3.3
)
4.7
(6.0
)
$
(1,422.7
)
$
460.4
$
(1,883.1
)
NM
$
538.1
$
(77.7
)
(14.4
)
255,843
322,849
(67,006
)
(20.8
)
354,938
(32,089
)
(9.0
)
181,281
201,175
(19,894
)
(9.9
)
213,199
(12,024
)
(5.6
)
437,124
524,024
(86,900
)
(16.6
)
568,137
(44,113
)
(7.8
)
$
30,316
$
31,019
$
(703
)
(2.3
)
$
30,304
$
715
2.4
$
15,665
$
16,432
$
(767
)
(4.7
)
$
16,129
$
303
1.9
$
1,997
$
2,196
$
(199
)
(9.1
)
$
2,226
$
(30
)
(1.3
)
$
1,583
$
1,745
$
(162
)
(9.3
)
$
1,829
$
(84
)
(4.6
)
$
1,104
$
1,115
$
(11
)
(1.0
)
$
1,075
$
40
3.7
28
Years Ended December 31,
2008(%)
2007(%)
2006(%)
54.9
57.7
59.0
23.8
23.9
23.6
17.4
14.6
13.6
3.4
3.4
3.4
0.5
0.4
0.4
100.0
100.0
100.0
21.5
25.4
27.1
11.7
12.6
13.4
45.0
39.7
37.3
20.3
20.9
20.9
1.5
1.4
1.3
100.0
100.0
100.0
6.6
7.1
7.3
10.1
10.6
11.3
43.5
43.7
43.9
16.8
16.1
16.0
12.8
11.5
11.3
NM
4.0
4.3
76.2
71.6
70.5
NM
25.1
26.8
December 31,
2008
2007
84 days
52 days
30 days
44 days
Years Ended December 31,
Variance
Variance
2008
2007
2008 vs. 2007
2006
2007 vs. 2006
($ in millions)
$
70.0
$
97.2
$
(27.2
)
$
104.1
$
(6.9
)
(83.7
)
(128.5
)
44.8
(132.0
)
3.5
$
(13.7
)
$
(31.3
)
$
17.6
$
(27.9
)
$
(3.4
)
30
Years Ended December 31,
Years Ended December 31,
Variance
Variance
Favorable/
%
Favorable/
%
($ in millions, except per
vehicle data)
2008
2007
(Unfavorable)
Variance
2007
2006
(Unfavorable)
Variance
$
7,712.0
$
10,012.8
$
(2,300.8
)
(23.0
)
$
10,107.7
$
10,985.0
$
(877.3
)
(8.0
)
3,336.3
4,137.3
(801.0
)
(19.4
)
4,205.7
4,410.9
(205.2
)
(4.7
)
2,450.5
2,539.7
(89.2
)
(3.5
)
2,563.9
2,532.5
31.4
1.2
479.7
584.3
(104.6
)
(17.9
)
596.5
624.6
(28.1
)
(4.5
)
20.3
24.9
(4.6
)
(18.5
)
25.1
27.8
(2.7
)
$
13,998.8
$
17,299.0
$
(3,300.2
)
(19.1
)
$
17,498.9
$
18,580.8
$
(1,081.9
)
(5.8
)
$
507.5
$
708.9
$
(201.4
)
(28.4
)
$
712.6
$
805.2
$
(92.6
)
(11.5
)
274.4
349.9
(75.5
)
(21.6
)
355.2
398.2
(43.0
)
(10.8
)
1,062.8
1,106.4
(43.6
)
(3.9
)
1,116.4
1,111.7
4.7
0.4
479.7
584.3
(104.6
)
(17.9
)
596.5
624.6
(28.1
)
(4.5
)
22.6
25.3
(2.7
)
(10.7
)
25.7
24.5
1.2
$
2,347.0
$
2,774.8
$
(427.8
)
(15.4
)
$
2,806.4
$
2,964.2
$
(157.8
)
(5.3
)
254,739
322,801
(68,062
)
(21.1
)
327,372
362,895
(35,523
)
(9.8
)
180,304
201,134
(20,830
)
(10.4
)
205,490
219,271
(13,781
)
(6.3
)
435,043
523,935
(88,892
)
(17.0
)
532,862
582,166
(49,304
)
(8.5
)
$
30,274
$
31,018
$
(744
)
(2.4
)
$
30,875
$
30,270
$
605
2.0
$
15,635
$
16,433
$
(798
)
(4.9
)
$
16,387
$
16,107
$
280
1.7
$
1,992
$
2,196
$
(204
)
(9.3
)
$
2,177
$
2,219
$
(42
)
(1.9
)
$
1,579
$
1,745
$
(166
)
(9.5
)
$
1,739
$
1,827
$
(88
)
(4.8
)
$
1,103
$
1,115
$
(12
)
(1.1
)
$
1,119
$
1,073
$
46
4.3
31
Years Ended December 31,
Years Ended December 31,
2008(%)
2007(%)
2007(%)
2006(%)
55.1
57.9
57.8
59.1
23.8
23.9
24.0
23.7
17.5
14.7
14.7
13.6
3.4
3.4
3.4
3.4
0.2
0.1
0.1
0.2
100.0
100.0
100.0
100.0
21.6
25.5
25.4
27.2
11.7
12.6
12.7
13.4
45.3
39.9
39.8
37.5
20.4
21.1
21.3
21.1
1.0
0.9
0.8
0.8
100.0
100.0
100.0
100.0
6.6
7.1
7.1
7.3
10.1
10.6
10.6
11.3
43.4
43.6
43.5
43.9
16.8
16.0
16.0
16.0
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2006
(Unfavorable)
% Variance
($ in millions, except per vehicle data)
$
7,756.2
$
10,014.3
$
(2,258.1
)
(22.5
)
$
10,756.0
$
(741.7
)
(6.9
)
$
510.9
$
709.1
$
(198.2
)
(28.0
)
$
790.1
$
(81.0
)
(10.3
)
255,843
322,849
(67,006
)
(20.8
)
354,938
(32,089
)
(9.0
)
$
30,316
$
31,019
$
(703
)
(2.3
)
$
30,304
$
715
2.4
$
1,997
$
2,196
$
(199
)
(9.1
)
$
2,226
$
(30
)
(1.3
)
6.6
%
7.1
%
7.3
%
84 days
52 days
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2007
2006
(Unfavorable)
% Variance
$
7,712.0
$
10,012.8
$
(2,300.8
)
(23.0
)
$
10,107.7
$
10,985.0
$
(877.3
)
(8.0
)
$
507.5
$
708.9
$
(201.4
)
(28.4
)
$
712.6
$
805.2
$
(92.6
)
(11.5
)
254,739
322,801
(68,062
)
(21.1
)
327,372
362,895
(35,523
)
(9.8
)
$
30,274
$
31,018
$
(744
)
(2.4
)
$
30,875
$
30,270
$
605
2.0
$
1,992
$
2,196
$
(204
)
(9.3
)
$
2,177
$
2,219
$
(42
)
(1.9
)
6.6
%
7.1
%
7.1
%
7.3
%
33
Years Ended December 31,
Variance 2008
Variance 2007
($ in millions)
2008
2007
vs. 2007
2006
vs. 2006
$
70.0
$
97.2
$
(27.2
)
$
104.1
$
(6.9
)
(83.7
)
(128.5
)
44.8
(132.0
)
3.5
$
(13.7
)
$
(31.3
)
$
17.6
$
(27.9
)
$
(3.4
)
34
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable
Favorable
2008
2007
/ (Unfavorable)
% Variance
2006
/ (Unfavorable)
% Variance
($ in millions, except per vehicle data)
$
2,839.7
$
3,305.7
$
(466.0
)
(14.1
)
$
3,438.7
$
(133.0
)
(3.9
)
524.8
834.2
(309.4
)
(37.1
)
863.8
(29.6
)
(3.4
)
$
3,364.5
$
4,139.9
$
(775.4
)
(18.7
)
$
4,302.5
$
(162.6
)
(3.8
)
$
286.9
$
351.1
$
(64.2
)
(18.3
)
$
389.9
$
(38.8
)
(10.0
)
(8.5
)
0.9
(9.4
)
0.8
0.1
$
278.4
$
352.0
$
(73.6
)
(20.9
)
$
390.7
$
(38.7
)
(9.9
)
181,281
201,175
(19,894
)
(9.9
)
213,199
(12,024
)
(5.6
)
$
15,665
$
16,432
$
(767
)
(4.7
)
$
16,129
$
303
1.9
$
1,583
$
1,745
$
(162
)
(9.3
)
$
1,829
$
(84
)
(4.6
)
10.1
%
10.6
%
11.3
%
30 days
44 days
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable
Favorable
2008
2007
/ (Unfavorable)
% Variance
2007
2006
/ (Unfavorable)
% Variance
$
2,819.1
$
3,305.2
$
(486.1
)
(14.7
)
$
3,367.4
$
3,531.7
$
(164.3
)
(4.7
)
517.2
832.1
(314.9
)
(37.8
)
838.3
879.2
(40.9
)
(4.7
)
$
3,336.3
$
4,137.3
$
(801.0
)
(19.4
)
$
4,205.7
$
4,410.9
$
(205.2
)
(4.7
)
$
284.7
$
351.0
$
(66.3
)
(18.9
)
$
357.3
$
400.5
$
(43.2
)
(10.8
)
(10.3
)
(1.1
)
(9.2
)
(2.1
)
(2.3
)
0.2
$
274.4
$
349.9
$
(75.5
)
(21.6
)
$
355.2
$
398.2
$
(43.0
)
(10.8
)
180,304
201,134
(20,830
)
(10.4
)
205,490
219,271
(13,781
)
(6.3
)
$
15,635
$
16,433
$
(798
)
(4.9
)
$
16,387
$
16,107
$
280
1.7
$
1,579
$
1,745
$
(166
)
(9.5
)
$
1,739
$
1,827
$
(88
)
(4.8
)
10.1
%
10.6
%
10.6
%
11.3
%
35
36
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2006
(Unfavorable)
% Variance
($ in millions)
$
2,465.2
$
2,539.9
$
(74.7
)
(2.9
)
$
2,476.9
$
63.0
2.5
$
1,071.8
$
1,108.8
$
(37.0
)
(3.3
)
$
1,088.2
$
20.6
1.9
43.5
%
43.7
%
43.9
%
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2007
2006
(Unfavorable)
% Variance
$
2,450.5
$
2,539.7
$
(89.2
)
(3.5
)
$
2,563.9
$
2,532.5
$
31.4
1.2
$
1,062.8
$
1,106.4
$
(43.6
)
(3.9
)
$
1,116.4
$
1,111.7
$
4.7
0.4
43.4
%
43.6
%
43.5
%
43.9
%
37
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable/
Favorable/
($ in millions, except per vehicle data)
2008
2007
(Unfavorable)
% Variance
2006
(Unfavorable)
% Variance
$
482.6
$
584.3
$
(101.7
)
(17.4
)
$
611.0
$
(26.7
)
(4.4
)
$
1,104
$
1,115
$
(11
)
(1.0
)
$
1,075
$
40
3.7
Years Ended December 31,
2008 vs. 2007
2007 vs. 2006
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2007
2006
(Unfavorable)
% Variance
$
479.7
$
584.3
$
(104.6
)
(17.9
)
$
596.5
$
624.6
$
(28.1
)
(4.5
)
$
1,103
$
1,115
$
(12
)
(1.1
)
$
1,119
$
1,073
$
46
4.3
38
Years Ended December 31,
Variance
Variance
Favorable/
Favorable/
($ in millions)
2008
2007
(Unfavorable)
% Variance
2006
(Unfavorable)
% Variance
$
4,927.2
$
6,562.9
$
(1,635.7
)
(24.9
)
$
7,310.3
$
(747.4
)
(10.2
)
5,449.9
6,397.9
(948.0
)
(14.8
)
6,577.3
(179.4
)
(2.7
)
3,645.2
4,272.8
(627.6
)
(14.7
)
4,173.5
99.3
2.4
109.6
112.9
(3.3
)
(2.9
)
157.4
(44.5
)
(28.3
)
$
14,131.9
$
17,346.5
$
(3,214.6
)
(18.5
)
$
18,218.5
$
(872.0
)
(4.8
)
$
107.1
$
204.5
$
(97.4
)
(47.6
)
$
225.1
(20.6
)
(9.2
)
187.9
250.0
(62.1
)
(24.8
)
252.5
(2.5
)
(1.0
)
184.2
226.2
(42.0
)
(18.6
)
231.0
(4.8
)
(2.1
)
(1,861.4
)
(108.3
)
(1,753.1
)
(58.2
)
(50.1
)
$
(1,382.2
)
$
572.4
$
(1,954.6
)
$
650.4
(78.0
)
87.4
129.0
(41.6
)
132.5
(3.5
)
$
(1,294.8
)
$
701.4
$
(1,996.2
)
$
782.9
$
(81.5
)
*
Segment income (loss) is defined as operating income (loss) less
floorplan interest expense
80,153
113,549
(33,396
)
(29.4
)
137,062
(23,513.0
)
(17.2
)
135,464
161,232
(25,768
)
(16.0
)
169,922
(8,690.0
)
(5.1
)
40,226
48,068
(7,842
)
(16.3
)
47,954
114.0
0.2
255,843
322,849
(67,006
)
(20.8
)
354,938
(32,089
)
(9.0
)
39
Years Ended December 31,
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2006
(Unfavorable)
% Variance
($ in millions)
$
4,927.2
$
6,562.9
$
(1,635.7
)
(24.9
)
$
7,310.3
$
(747.4
)
(10.2
)
$
107.1
$
204.5
$
(97.4
)
(47.6
)
$
225.1
$
(20.6
)
(9.2
)
80,153
113,549
(33,396
)
(29.4
)
137,062
(23,513
)
(17.2
)
Years Ended December 31,
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2006
(Unfavorable)
% Variance
($ in millions)
$
5,449.9
$
6,397.9
$
(948.0
)
(14.8
)
$
6,577.3
$
(179.4
)
(2.7
)
$
187.9
$
250.0
$
(62.1
)
(24.8
)
$
252.5
$
(2.5
)
(1.0
)
135,464
161,232
(25,768
)
(16.0
)
169,922
(8,690
)
(5.1
)
40
Years Ended December 31,
Variance
Variance
Favorable/
Favorable/
2008
2007
(Unfavorable)
% Variance
2006
(Unfavorable)
% Variance
($ in millions)
$
3,645.2
$
4,272.8
$
(627.6
)
(14.7
)
$
4,173.5
$
99.3
2.4
$
184.2
$
226.2
$
(42.0
)
(18.6
)
$
231.0
$
(4.8
)
(2.1
)
40,226
48,068
(7,842
)
(16.3
)
47,954
114
0.2
41
42
43
44
45
Shares Repurchased
Aggregate Purchase Price
3.8
$
54.1
33.2
$
645.7
61.2
$
1,380.6
46
47
48
49
Payments Due by Period
Less Than
More Than
Total
One Year
1 - 3 Years
3 - 5 Years
5 Years
(In millions)
$
1,927.9
$
1,927.9
$
$
$
1,258.9
33.3
50.8
812.1
362.7
177.8
26.4
50.7
48.7
52.0
569.3
51.9
93.8
85.8
337.8
17.5
4.4
13.1
9.3
5.4
0.6
3.3
168.5
45.5
54.8
47.4
20.8
$
4,129.2
$
2,089.4
$
255.5
$
994.6
$
789.7
*
See Notes to Consolidated Financial Statements.
**
Primarily represents scheduled interest payments on fixed rate
senior unsecured notes and mortgage facilities. Estimates of
future interest payments for vehicle floorplan payables and
other variable rate debt are excluded.
***
Amounts for operating lease commitments do not include certain
operating expenses such as maintenance, insurance, and real
estate taxes. In 2008, these charges totaled approximately
$48 million. See Note 8 of the Notes to Consolidated
Financial Statements.
50
The automotive retailing industry is sensitive to changing
economic conditions and various other factors. Our business and
results of operations are substantially dependent on new vehicle
sales levels in the United States and in our particular
geographic markets and the level of gross profit margins that we
can achieve on our sales of new vehicles, all of which are very
difficult to predict.
Our results of operations and financial condition have been and
could continue to be adversely affected by the conditions in the
credit markets and the declining economic conditions in the
United States.
Our revolving credit facility, term loan facility, mortgage
facility, and the indenture relating to our senior unsecured
notes contain certain financial ratios and other restrictions on
our ability to conduct our business.
Our substantial indebtedness could adversely affect our
financial condition and operations and prevent us from
fulfilling our debt service obligations.
We are dependent upon the success and continued financial
viability of the vehicle manufacturers and distributors with
which we hold franchises.
Goodwill and other intangible assets comprise a significant
portion of our total assets. We must test our 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 new vehicle sales are impacted by the consumer incentive and
marketing programs of vehicle manufacturers.
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, including, without limitation, our sales of
finance and insurance and vehicle protection products, are
subject to extensive governmental laws and regulations. If we
are found to be in violation
51
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.
We are subject to interest rate risk in connection with our
floorplan payable, revolving credit facility, term loan
facility, and floating rate senior unsecured notes that could
have a material adverse effect on our profitability.
Our largest stockholder, as a result of its voting ownership,
may have the ability to exert substantial influence over actions
to be taken or approved by our stockholders.
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
52
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
Page
54
56
57
58
59
61
53
54
55
CONSOLIDATED BALANCE SHEETS
As of December 31,
(In millions, except share
and per share data)
2008
2007
$
111.0
$
33.0
387.4
702.9
1,876.0
2,258.1
179.7
310.8
2,554.1
3,304.8
1,937.0
1,955.0
1,149.1
2,737.1
177.7
316.5
196.2
166.2
$
6,014.1
$
8,479.6
LIABILITIES AND SHAREHOLDERS EQUITY
$
1,474.4
$
1,682.1
453.5
440.9
140.2
208.8
33.3
23.9
354.4
546.8
2,455.8
2,902.5
1,225.6
1,751.9
220.7
134.6
131.0
1.9
1.9
481.8
461.0
2,023.0
3,266.1
(0.7
)
(0.2
)
(307.9
)
(255.3
)
2,198.1
3,473.5
$
6,014.1
$
8,479.6
56
CONSOLIDATED INCOME STATEMENTS
For the Years Ended December 31,
(In millions, except per share data)
2008
2007
2006
$
7,756.2
$
10,014.3
$
10,756.0
3,364.5
4,139.9
4,302.5
2,465.2
2,539.9
2,476.9
482.6
584.3
611.0
63.4
68.1
72.1
14,131.9
17,346.5
18,218.5
7,245.3
9,305.2
9,965.9
3,086.1
3,787.9
3,911.8
1,393.4
1,431.1
1,388.7
27.6
29.0
31.5
11,752.4
14,553.2
15,297.9
510.9
709.1
790.1
278.4
352.0
390.7
1,071.8
1,108.8
1,088.2
482.6
584.3
611.0
35.8
39.1
40.6
2,379.5
2,793.3
2,920.6
1,813.8
1,999.8
2,057.9
90.8
90.3
80.0
1,610.0
146.5
2.2
13.2
(0.4
)
(0.2
)
(1,294.8
)
701.4
782.9
(87.4
)
(129.0
)
(132.5
)
(89.4
)
(114.1
)
(90.8
)
(34.5
)
51.3
2.2
3.4
8.3
(4.6
)
(1.3
)
4.7
(1,422.7
)
460.4
538.1
(197.3
)
171.7
209.1
(1,225.4
)
288.7
329.0
(17.7
)
(10.0
)
(12.1
)
$
(1,243.1
)
$
278.7
$
316.9
$
(6.89
)
$
1.46
$
1.46
$
(0.10
)
$
(0.05
)
$
(0.05
)
$
(6.99
)
$
1.41
$
1.41
177.8
198.3
225.2
$
(6.89
)
$
1.44
$
1.43
$
(0.10
)
$
(0.05
)
$
(0.05
)
$
(6.99
)
$
1.39
$
1.38
177.8
200.0
229.3
176.9
180.4
206.8
57
COMPREHENSIVE INCOME (LOSS)
(In millions, except share data)
Accumulated
Compre-
Additional
Other Compre-
hensive
Common Stock
Paid-In
Retained
hensive Income
Treasury
Income
Shares
Amount
Capital
Earnings
(Loss)
Stock
(Loss)
273,562,137
2.7
2,201.0
2,672.5
1.8
(208.5
)
316.9
$
316.9
(2.2
)
(2.2
)
$
314.7
(1,380.6
)
(50,000,000
)
(0.5
)
(1,100.0
)
1,100.5
12
0.2
15.2
(24.4
)
118.1
223,562,149
2.2
1,092.0
2,989.4
(0.4
)
(370.5
)
278.7
$
278.7
0.2
0.2
$
278.9
(645.7
)
(30,000,000
)
(0.3
)
(611.7
)
612.0
15.3
(34.6
)
148.9
(2.0
)
193,562,149
$
1.9
$
461.0
$
3,266.1
$
(0.2
)
$
(255.3
)
(1,243.1
)
$
(1,243.1
)
(0.5
)
(0.5
)
$
(1,243.6
)
(54.1
)
21.0
(0.2
)
1.5
193,562,149
$
1.9
$
481.8
$
2,023.0
$
(0.7
)
$
(307.9
)
58
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(In millions)
2008
2007
2006
$
(1,243.1
)
$
278.7
$
316.9
17.7
10.0
12.1
90.8
90.3
80.0
5.3
4.3
3.7
21.0
15.3
15.2
1,610.0
146.5
2.2
9.2
34.5
(51.3
)
(267.3
)
10.6
17.4
(0.9
)
3.1
(3.7
)
321.9
78.4
(39.0
)
392.6
0.7
246.3
(20.5
)
(27.8
)
1.5
(207.7
)
(260.3
)
(285.4
)
(68.6
)
4.5
3.9
(91.0
)
(1.3
)
(88.6
)
664.6
208.7
314.8
20.8
(1.5
)
(15.3
)
685.4
207.2
299.5
(97.0
)
(157.4
)
(169.1
)
(20.4
)
(2.3
)
(5.9
)
3.3
3.5
1.3
8.8
6.5
(32.2
)
(6.7
)
(166.7
)
9.5
(1.3
)
(3.9
)
(2.0
)
(13.7
)
(6.5
)
13.0
22.8
13.4
49.6
55.1
24.0
(0.4
)
(0.2
)
(0.1
)
(76.6
)
(91.4
)
(307.0
)
1.5
0.9
(1.8
)
(75.1
)
(90.5
)
(308.8
)
59
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Years Ended December 31,
(In millions)
2008
2007
2006
(58.8
)
(644.2
)
(1,380.6
)
(79.0
)
(99.8
)
(14.1
)
(334.2
)
600.0
600.0
531.0
1,323.0
1,039.0
(791.0
)
(1,258.0
)
(844.0
)
3.3
211.5
84.7
126.4
(6.4
)
(4.0
)
(37.7
)
(3.5
)
(3.6
)
(3.4
)
1.0
96.6
75.7
0.3
17.7
18.0
7.0
(1.0
)
(16.6
)
(510.0
)
(135.6
)
(199.1
)
(22.3
)
(0.8
)
10.9
(532.3
)
(136.4
)
(188.2
)
78.0
(19.7
)
(197.5
)
33.0
52.7
250.2
$
111.0
$
33.0
$
52.7
(All tables in millions, except per share data)
1.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
61
62
63
64
65
66
2.
RECEIVABLES,
NET
2008
2007
$
98.1
$
118.3
110.0
137.4
23.8
54.3
231.9
310.0
(6.2
)
(6.4
)
225.7
303.6
149.2
377.4
12.5
21.9
$
387.4
$
702.9
3.
INVENTORY
AND VEHICLE FLOORPLAN PAYABLE
2008
2007
$
1,591.9
$
1,806.1
149.6
305.2
134.5
146.8
$
1,876.0
$
2,258.1
2008
2007
$
1,474.4
$
1,682.1
453.5
440.9
$
1,927.9
$
2,123.0
67
4.
PROPERTY
AND EQUIPMENT, NET
2008
2007
$
892.8
$
882.1
1,201.4
1,171.2
515.6
494.6
2,609.8
2,547.9
(672.8
)
(592.9
)
$
1,937.0
$
1,955.0
5.
GOODWILL
AND OTHER INTANGIBLE ASSETS, NET
2008
2007
$
1,149.1
$
3,002.9
(265.8
)
$
1,149.1
$
2,737.1
$
173.9
$
313.0
7.6
7.9
181.5
320.9
(3.8
)
(4.4
)
$
177.7
$
316.5
68
69
Premium
Corporate
Domestic
Import
Luxury
and other
Consolidated
$
$
$
$
2,737.1
2,737.1
21.5
21.5
(1,470.0
)
(1,470.0
)
311.7
506.1
470.0
(1,287.8
)
(140.0
)
(140.0
)
1.3
(0.8
)
0.5
$
173.0
$
506.1
$
470.0
$
$
1,149.1
70
6.
INSURANCE
2008
2007
$
36.8
$
39.4
40.3
48.2
$
77.1
$
87.6
7.
NOTES PAYABLE
AND LONG-TERM DEBT
2008
2007
$
194.5
$
300.0
172.6
300.0
600.0
600.0
260.0
14.1
233.3
239.7
58.5
62.0
1,258.9
1,775.8
(33.3
)
(23.9
)
$
1,225.6
$
1,751.9
71
72
73
$
33.3
42.8
8.0
608.5
203.6
362.7
$
1,258.9
8.
COMMITMENTS
AND CONTINGENCIES
74
$
51.9
46.7
47.1
45.0
40.8
337.8
569.3
(8.6
)
$
560.7
75
9.
SHAREHOLDERS
EQUITY
Shares
Aggregate
Repurchased
Purchase Price
3.8
$
54.1
33.2
$
645.7
61.2
$
1,380.6
10.
STOCK-BASED
COMPENSATION
76
2008
2007
2006
3.24% 4.87%
3.06% 4.87%
2.99% 5.16%
4 7 years
4 7 years
4 7 years
20% 40%
20% 40%
32% 40%
77
Stock Options
Weighted-
Average
Weighted-
Remaining
Average
Contractual
Aggregate
Shares
Exercise Price
Term (Years)
Intrinsic Value
(In millions)
(In millions)
14.2
$
16.67
1.4
$
10.66
(0.1
)
$
10.71
(0.4
)
$
19.29
(0.5
)
$
18.93
14.6
$
16.01
5.5
$
3.2
10.6
$
15.61
4.4
$
3.2
12.3
*
The options granted during 2008, are primarily related to our
employee annual stock award grant in July 2008.
Restricted Stock
Weighted-Average
Grant Date Fair
Shares
Value
(In millions)
$
0.2
$
10.17
$
$
0.2
$
10.17
**
The restricted stock awards granted during 2008 are primarily
related to our principal annual stock award grant in July 2008.
78
2008
2007
2006
$
20.6
$
15.3
$
15.2
0.4
$
21.0
$
15.3
$
15.2
(1)
Stock compensation expense increased during 2008, as compared to
the prior year, as a result of a change in our expense
attribution method made in the second quarter of 2008 to reflect
accelerated stock-based compensation expense for employees who
are or will become retirement-eligible prior to the stated
vesting period of the award. Stock compensation expense for 2008
includes $5.3 million of additional stock compensation
expense that was recorded in the second quarter of 2008 to
reflect the correction of our expense attribution method.
11.
INCOME
TAXES
2008
2007
2006
$
101.7
$
143.2
$
164.3
16.9
23.3
26.8
(267.4
)
10.6
19.7
0.1
(2.3
)
(48.6
)
(5.4
)
0.6
$
(197.3
)
$
171.7
$
209.1
79
2008
%
2007
%
2006
%
$
(498.0
)
35.0
$
161.1
35.0
$
188.2
35.0
347.6
(24.4
)
3.6
0.8
3.2
0.6
(11.3
)
0.8
12.3
2.7
19.3
3.6
(161.7
)
11.4
177.0
38.5
210.7
39.2
0.1
(2.3
)
(0.4
)
(35.7
)
2.5
(5.3
)
(1.2
)
0.7
0.1
$
(197.3
)
13.9
$
171.7
37.3
$
209.1
38.9
2008
2007
$
(10.4
)
$
(10.9
)
(5.8
)
(3.7
)
(49.8
)
(55.3
)
(39.6
)
(43.0
)
(9.9
)
(22.8
)
(39.5
)
(36.0
)
(17.7
)
(21.2
)
(172.7
)
(192.9
)
9.3
13.3
28.9
307.2
17.6
5.6
46.5
312.8
$
(116.9
)
$
133.2
80
2008
$
35.3
(25.5
)
(0.2
)
$
9.6
81
12.
EARNINGS
PER SHARE
2008
2007
2006
177.8
198.3
225.2
1.7
4.1
177.8
200.0
229.3
13.
DISCONTINUED
OPERATIONS
2008
2007
2006
$
156.1
$
604.1
$
1,095.9
$
(12.7
)
$
(5.4
)
$
(6.4
)
(8.1
)
4.2
(6.6
)
(20.8
)
(1.2
)
(13.0
)
(3.1
)
8.8
(0.9
)
$
(17.7
)
$
(10.0
)
$
(12.1
)
82
December 31,
December 31,
2008
2007
$
1.5
$
75.5
2.4
15.2
31.9
45.4
5.2
29.7
3.4
0.1
0.2
$
41.1
$
169.4
$
0.4
$
42.2
0.7
23.0
3.8
11.0
$
4.9
$
76.2
14.
OTHER
COMPREHENSIVE INCOME (LOSS)
2008
2007
2006
Pre-Tax
Tax
Net
Pre-Tax
Tax
Net
Pre-Tax
Tax
Net
Amount
Effect
Amount
Amount
Effect
Amount
Amount
Effect
Amount
$
(0.8
)
$
0.3
$
(0.5
)
$
0.3
$
(0.1
)
$
0.2
$
(3.6
)
$
1.4
$
(2.2
)
15.
ACQUISITIONS
83
2008
2007
2006
$
$
$
5.6
10.5
20.0
45.3
0.4
1.6
7.1
21.7
2.5
81.3
7.6
2.0
88.0
1.7
0.1
11.5
(13.4
)
(9.2
)
(18.7
)
(34.8
)
(0.8
)
(0.7
)
(25.8
)
30.3
6.7
166.5
1.9
0.2
$
32.2
$
6.7
$
166.7
2008
2007
$
14,161.6
$
17,426.6
$
(1,242.7
)
$
280.8
$
(6.99
)
$
1.40
16.
RELATED
PARTY TRANSACTIONS
84
85
17.
CASH FLOW
INFORMATION
18.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
Cash and cash equivalents, trade and manufacturer
receivables, other current assets, vehicle floorplan payable,
accounts payable, other current liabilities, and variable rate
debt:
The amounts reported in the accompanying
Consolidated Balance Sheets approximate fair value due to their
short-term nature.
Marketable Securities:
Investments in
marketable securities are stated at fair value, estimated based
on quoted market prices, with unrealized gains and losses
included in Accumulated Other Comprehensive Income (Loss) in the
Consolidated Balance Sheets. The carrying amount and fair value
of our investments in marketable securities totaled
$6.8 million at December 31, 2008, and
$18.5 million at December 31, 2007.
Fixed rate debt:
The fair value of fixed rate
debt is based on borrowing rates currently available to the
Company for debt with similar terms and maturities. The carrying
amounts of our fixed rate debt primarily consisting of amounts
outstanding under our senior unsecured notes and mortgages
totaled $465.1 million at December 31, 2008, and
$595.2 million at December 31, 2007, with a fair value
of $377.8 million in 2008 and $578.9 million in 2007.
19.
BUSINESS
AND CREDIT CONCENTRATIONS
86
20.
CHARGEBACK
RESERVES
87
2008
2007
2006
$
62.5
$
70.1
$
67.7
49.8
45.7
56.0
(51.3
)
(53.3
)
(53.6
)
$
61.0
$
62.5
$
70.1
21.
SEGMENT
INFORMATION
88
Years Ended December 31,
2008
2007
2006
$
4,927.2
$
6,562.9
$
7,310.3
5,449.9
6,397.9
6,577.3
3,645.2
4,272.8
4,173.5
109.6
112.9
157.4
$
14,131.9
$
17,346.5
$
18,218.5
Years Ended December 31,
2008
2007
2006
$
107.1
$
204.5
$
225.1
187.9
250.0
252.5
184.2
226.2
231.0
(1,861.4
)
(108.3
)
(58.2
)
(1,382.2
)
572.4
650.4
(89.4
)
(114.1
)
(90.8
)
51.3
(34.5
)
2.2
3.4
8.3
(4.6
)
(1.3
)
4.7
$
(1,422.7
)
$
460.4
$
538.1
*
Segment income (loss) is defined as operating income net of
floorplan interest expense.
Years Ended December 31,
2008
2007
2006
$
(39.9
)
$
(64.6
)
$
(77.8
)
(31.6
)
(47.2
)
(42.3
)
(19.7
)
(26.1
)
(24.6
)
3.8
8.9
12.2
$
(87.4
)
$
(129.0
)
$
(132.5
)
89
Years Ended December 31,
2008
2007
2006
$
26.9
$
28.0
$
27.3
21.2
21.0
19.2
16.7
14.6
12.8
26.0
26.7
20.7
$
90.8
$
90.3
$
80.0
2008
2007
$
1,639.5
$
2,060.3
1,370.4
1,554.7
965.9
1,000.2
1,149.1
2,737.1
173.9
313.0
715.3
814.3
$
6,014.1
$
8,479.6
2008
2007
2006
$
31.8
$
15.8
$
34.0
48.4
24.7
76.5
32.7
104.3
51.9
4.5
14.9
12.6
$
117.4
$
159.7
$
175.0
22.
QUARTERLY
INFORMATION (UNAUDITED)
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
2008
$
3,969.5
$
3,885.3
$
3,540.2
$
2,736.9
2007
$
4,259.7
$
4,439.8
$
4,507.3
$
4,139.7
2008
$
664.2
$
643.0
$
591.5
$
480.8
2007
$
711.2
$
708.0
$
713.3
$
660.8
2008
$
147.2
$
131.2
$
(1,637.4
)
$
64.2
2007
$
184.7
$
183.0
$
185.5
$
148.2
2008
$
56.1
$
52.9
$
(1,404.5
)
$
70.1
2007
$
82.2
$
79.1
$
76.8
$
50.6
2008
$
50.7
$
51.8
$
(1,412.7
)
$
67.1
2007
$
77.6
$
77.3
$
72.1
$
51.7
2008
$
0.31
$
0.30
$
(7.95
)
$
0.40
2007
$
0.40
$
0.38
$
0.39
$
0.28
2008
$
0.31
$
0.30
$
(7.95
)
$
0.40
2007
$
0.39
$
0.38
$
0.39
$
0.28
(1)
During 2008, we recorded impairment charges of
$1.76 billion ($1.46 billion after-tax) associated
with goodwill and franchise rights. See Note 5 of the Notes
to Consolidated Financial Statements for more information.
(2)
Quarterly basic and diluted earnings (loss) per share from
continuing operations may not equal total earnings per share for
the year as reported in the Consolidated Income Statements due
to the effect of the calculation of weighted average common
stock equivalents on a quarterly basis.
91
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES
ITEM 9B.
OTHER
INFORMATION
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
92
ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL
ACCOUNTING FEES AND SERVICES
ITEM 15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
93
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
February 16, 2009
Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
February 16, 2009
Vice President Corporate Controller (Principal
Accounting Officer)
February 16, 2009
Director
February 16, 2009
Director
February 16, 2009
Director
February 16, 2009
Director
February 16, 2009
Director
February 16, 2009
Director
February 16, 2009
Director
February 16, 2009
94
Exhibit
Filing
3
.1
Third Amended and Restated Certificate of Incorporation of
AutoNation, Inc.
10-Q
001-13107
3.1
8/13/99
3
.2
Amended and Restated By-Laws of AutoNation, Inc.
8-K
001-13107
3.1
2/8/08
4
.1
Indenture, dated April 12, 2006 (the 2006
Indenture), relating to the issuance of
$300.0 million aggregate principal amount of floating rate
senior unsecured notes due 2013 and $300.0 million
aggregate principal amount of 7% senior unsecured notes due
2014.
8-K
001-13107
4.1
4/28/06
4
.2
Supplemental Indenture, dated August 17, 2006, amending the
2006 Indenture to update the list of the Companys
subsidiaries as guarantors thereunder.
S-4
333-136949
4.7
8/29/06
4
.3
Supplemental Indenture, dated January 24, 2007, amending
the 2006 Indenture to update the list of the Companys
subsidiaries as guarantors thereunder.
10-K
001-13107
4.9
2/28/08
4
.4
Supplemental Indenture, dated March 19, 2007, amending the
2006 Indenture to update the list of the Companys
subsidiaries as guarantors thereunder.
10-K
001-13107
4.10
2/28/08
4
.5
Supplemental Indenture, dated October 18, 2007, amending
the 2006 Indenture to update the list of the Companys
subsidiaries as guarantors thereunder.
10-K
001-13107
4.11
2/28/08
4
.6
Supplemental Indenture, dated March 11, 2008, amending the
2006 Indenture to update the list of the Companys
subsidiaries as guarantors thereunder.
10-Q
001-13107
4.2
4/25/08
4
.7
Supplemental Indenture, dated August 12, 2008, amending the
2006 Indenture to update the list of the Companys
subsidiaries as guarantors thereunder.
10-Q
001-13107
4.1
11/7/08
4
.8
Form of floating rate senior unsecured notes due 2013 (included
in Exhibit 4.1).
S-4
333-136949
4.7
8/29/06
4
.9
Form of 7% senior unsecured notes due 2014 (included in
Exhibit 4.1).
S-4
333-136949
4.7
8/29/06
4
.10
First Amendment, dated April 12, 2006, to Five-year Credit
Agreement, dated July 14, 2005, amending and restating the
Five-year Credit Agreement (the Amended Credit
Agreement).
8-K
001-13107
10.1
4/28/06
4
.11
Second Amendment, dated July 18, 2007, to the Amended
Credit Agreement.
10-Q
001-13107
4.1
10/25/07
4
.12
Third Amendment, dated March 26, 2008, to the Amended
Credit Agreement.
10-Q
001-13107
4.1
4/25/08
4
.13
Registration Rights Agreement dated April 12, 2006, between
AutoNation, the Guarantors named therein and the Initial
Purchasers named therein, relating to the $300.0 million
aggregate principal amount of floating rate senior unsecured
notes due 2013 and $300.0 million aggregate principal
amount of 7% senior unsecured notes due 2014.
S-4
333-136949
4.10
8/29/06
4
.14
AutoNation is a party to certain long-term debt agreements where
the amount involved does not exceed 10% of AutoNations
total assets. AutoNation agrees to furnish a copy of any such
agreements to the Commission upon request.
95
Exhibit
Filing
10
.1
AutoNation, Inc. 1995 Amended and Restated Employee Stock Option
Plan, as amended to date.
10-Q
001-13107
10.2
8/14/00
10
.2
AutoNation, Inc. Amended and Restated 1995 Non-Employee Director
Stock Option Plan.
10-K
001-13107
10.10
3/31/99
10
.3
Amendment, dated October 24, 2006, to the AutoNation, Inc.
Amended and Restated 1995 Non-Employee Director Stock Option
Plan.
10-Q
001-13107
10.1
10/27/06
10
.4
AutoNation, Inc. Amended and Restated 1997 Employee Stock Option
Plan, as amended and restated on February 5, 2007.
10-K
001-13107
10.4
2/28/07
10
.5
AutoNation, Inc. Amended and Restated 1998 Employee Stock Option
Plan, as amended and restated on February 5, 2007.
10-K
001-13107
10.5
2/28/07
10
.6*
AutoNation, Inc. Deferred Compensation Plan, as amended and
restated.
10
.7
Employment Agreement dated July 25, 2007, between
AutoNation, Inc. and Michael J. Jackson, Chairman and Chief
Executive Officer.
8-K
001-13107
10.1
7/26/07
10
.8
Letter Agreement dated March 26, 1999, between AutoNation,
Inc. and Michael E. Maroone, President and Chief Operating
Officer.
10-Q
001-13107
10.1
11/12/99
10
.9
Employment Agreement dated July 25, 2007, between
AutoNation, Inc. and Michael E. Maroone, President and Chief
Operating Officer.
8-K
001-13107
10.2
7/26/07
10
.10
Employment Letter dated December 27, 2006, between
AutoNation, Inc. and Michael J. Short, Executive Vice President
and Chief Financial Officer.
8-K
001-13107
10.1
1/5/07
10
.11
Letter Agreement, dated March 6, 2006, regarding agreement
by ESL Investments, Inc. and certain affiliated entities to
tender all of their AutoNation shares in AutoNations cash
tender offer to purchase up to 50 million shares of common
stock.
8-K
001-13107
10.1
3/7/06
10
.12
AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan.
10-K
001-13107
10.17
2/28/07
10
.13
AutoNation, Inc. Senior Executive Incentive Bonus Plan.
10-K
001-13107
10.18
2/28/07
10
.14
AutoNation, Inc. 2008 Employee Equity and Incentive Plan.
10-Q
001-13107
10.1
4/25/08
10
.15
Form of Stock Option Agreement for stock options granted under
the AutoNation, Inc. employee stock options plans other than the
2008 Employee Equity and Incentive Plan.
10-K
001-13107
10.12
2/24/05
10
.16*
Form of Stock Option Agreement under the 2008 Employee Equity
and Incentive Plan (for 2008 grants).
10
.17*
Form of Restricted Stock Agreement under the 2008 Employee
Equity and Incentive Plan (for 2008 grants).
10
.18*
Form of Stock Option Agreement under the 2008 Employee Equity
and Incentive Plan (for grants in 2009 and thereafter).
10
.19*
Form of Restricted Stock Agreement under the 2008 Employee
Equity and Incentive Plan (for grants in 2009 and thereafter).
Exhibit
Filing
10
.20
Letter Agreement, dated January 28, 2009, between
AutoNation, Inc., American Honda Motor Co., Inc. and ESL
Investments, Inc.
8-K
001-13107
10.1
1/29/09
10
.21
Letter Agreement, dated January 28, 2009, between
AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc. and ESL
Investments, Inc. and certain investment affiliates of ESL
Investments, Inc.
8-K
001-13107
10.2
1/29/09
10
.22
Letter Agreement, dated January 28, 2009, between
AutoNation, Inc., ESL Investments, Inc. and certain investment
affiliates of ESL Investments, Inc.
8-K
001-13107
10.3
1/29/09
18
.1
KPMG LLP Preferability Letter dated July 24, 2008.
10-Q
001-13107
18.1
7/25/08
21
.1*
Subsidiaries of AutoNation, Inc.
23
.1*
Consent of KPMG LLP.
31
.1*
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a)
of the Exchange Act.
31
.2*
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a)
of the Exchange Act.
32
.1**
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350.
32
.2**
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(b)
of the Exchange Act and 18 U.S.C. Section 1350.
*
Filed herewith
**
Furnished herewith
Exhibits 10.1 through 10.19 are management contracts or
compensatory plans, contracts, or arrangements.
Article I
|
||||
Establishment and Purpose
|
1 | |||
|
||||
Article II
|
||||
Definitions
|
1 | |||
|
||||
Article III
|
||||
Eligibility and Participation
|
7 | |||
|
||||
Article IV
|
||||
Deferrals
|
8 | |||
|
||||
Article V
|
||||
Company Contributions
|
10 | |||
|
||||
Article VI
|
||||
Benefits
|
11 | |||
|
||||
Article VII
|
||||
Modifications to Payment Schedules
|
14 | |||
|
||||
Article VIII
|
||||
Valuation of Account Balances; Investments
|
14 | |||
|
||||
Article IX
|
||||
Administration
|
15 | |||
|
||||
Article X
|
||||
Amendment and Termination
|
16 | |||
|
||||
Article XI
|
||||
Informal Funding
|
16 | |||
|
||||
Article XII
|
||||
Claims
|
17 | |||
|
||||
Article XIII
|
||||
General Provisions
|
22 |
2.1 | Account . Account means a bookkeeping account maintained by the Company to record the payment obligation of the Company to a Participant as determined under the terms of the Plan. The Company may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Company, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. | |
2.2 | Account Balance . Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date. | |
2.3 | Affiliate . Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c). | |
2.4 | Beneficiary . Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with provisions of the Plan. The Participants spouse, if living, otherwise the Participants estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant. |
A former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless the Participant designates such person as a Beneficiary after dissolution of the marriage, except to the extent provided under the terms of a domestic relations order as described in Code Section 414(p)(1)(B). | ||
2.5 | Business Day . A Business Day is each day on which the New York Stock Exchange is open for business. | |
2.6 | Cause . Separation from Service for Cause means: |
(a) | Participants conviction for commission of a felony or other crime; | ||
(b) | the commission by Participant of any act against the Company or its subsidiaries constituting willful misconduct, dishonesty, fraud, theft or embezzlement; | ||
(c) | Participants failure, inability or refusal to perform any of the material services, duties or responsibilities required by him or her by the Company or its subsidiaries, or to materially comply with the policies or procedures established from time to time by the Company or its subsidiaries, for any reason other than his or her illness or physical or mental incapacity; | ||
(d) | Participants breach of any agreement entered into with the Company or its subsidiaries prior to or within one year after a Separation from Service; | ||
(e) | Participants dependence, as determined in good faith by the Company or one of its subsidiaries, on any addictive substance, including, but not limited to, alcohol or any illegal or narcotic drugs; | ||
(f) | the destruction of or material damage to Company property or property of a subsidiary caused by Participants willful or grossly negligent conduct; or | ||
(g) | the willful engaging by Participant in any other conduct which is demonstrably injurious to the Company or its subsidiaries, monetarily or otherwise. |
2.7 | Change in Control . Change in Control, with respect to an Employer that is organized as a corporation, occurs on the date on which any of the following events occur (i) a change in the ownership of the Employer; (ii) a change in the effective control of the Employer; (iii) a change in the ownership of a substantial portion of the assets of the Employer. | |
For purposes of this Section, a change in the ownership of the Employer occurs on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Employer that, together with stock held by such person or group constitutes more than 50% of the total fair market value or total voting power of the stock of the Employer. A change in the effective control of the Employer occurs on the date on which either (i) a person, or more than one person acting as a group, acquires ownership of stock of the Employer possessing 30% or more of the total voting power of the stock of the Employer, taking into account all such stock acquired during the 12- |
month period ending on the date of the most recent acquisition, or (ii) a majority of the members of the Employers Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such Board of Directors prior to the date of the appointment or election, but only if no other corporation is a majority shareholder of the Employer. A change in the ownership of a substantial portion of assets occurs on the date on which any one person, or more than one person acting as a group, other than a person or group of persons that is related to the Employer, acquires assets from the Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Employer immediately prior to such acquisition or acquisitions, taking into account all such assets acquired during the 12-month period ending on the date of the most recent acquisition. | ||
An event constitutes a Change in Control with respect to a Participant only if the Participant performs services for the Employer that has experienced the Change in Control, or the Participants relationship to the affected Employer otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(2)(i)(5)(ii). | ||
The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Code Section 409A. | ||
2.8 | Claimant . Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan. | |
2.9 | Code . Code means the Internal Revenue Code of 1986, as amended from time to time. | |
2.10 | Code Section 409A . Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder. | |
2.11 | Committee . Committee means the Deferred Compensation Committee of the Company. | |
2.12 | Company . Company means AutoNation, Inc. and its successors. | |
2.13 | Company Contribution . Company Contribution means a credit by the Company to a Participants Account(s) in accordance with the provisions of Article V of the Plan. Company Contributions are credited at the sole discretion of the Company and the fact that a Company Contribution is credited in one year shall not obligate the Company to continue to make such Company Contribution in subsequent years. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution. | |
2.14 | Compensation . Compensation means a Participants base salary, bonus, commission, and such other cash or equity-based compensation (if any) approved by the Committee as Compensation that may be deferred under this Plan. Compensation shall not include any compensation that has been previously deferred under this Plan or any other arrangement subject to Code Section 409A. |
2.15 | Compensation Deferral Agreement . Compensation Deferral Agreement means an agreement between a Participant and the Company that specifies (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to 75% of their base salary and up to 90% of other types of Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in Section 8.4. | |
2.16 | Death Distribution . Death Distribution means the benefit payable under the Plan to a Participants Beneficiary(ies) upon the Participants death as provided in Section 6.1 of the Plan. | |
2.17 | Deferral . Deferral means a credit to a Participants Account(s) that records that portion of the Participants Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals. | |
Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, 401(k) and other employee benefit deductions, and other deductions required by law. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A. | ||
2.18 | Disability Benefit . Disability Benefit means the benefit payable under the Plan to a Participant in the event such Participant is determined to be Disabled. | |
2.19 | Disabled . Disabled means that a Participant is, by reason of any medically-determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participants employer. The Committee shall determine whether a Participant is Disabled in accordance with Code Section 409A provided, however, that a Participant shall be deemed to be Disabled if determined to be totally disabled by the Social Security Administration. | |
2.20 | Earnings . Earnings means an adjustment to the value of an Account in accordance with Article VIII. | |
2.21 | Effective Date . Effective Date means January 1, 2009. |
2.22 | Eligible Employee . Eligible Employee means an Employee who is a member of a select group of management or highly compensated employees of an Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee from time to time in its sole discretion. | |
2.23 | Employee . Employee means a full-time, salaried common-law employee of an Employer. | |
2.24 | Employer . Employer means, with respect to Employees it employs, the Company and each Affiliate. | |
2.25 | ERISA . ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. | |
2.26 | Participant . Participant means an Eligible Employee who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. A Participants continued participation in the Plan shall be governed by Section 3.2 of the Plan. | |
2.27 | Payment Schedule . Payment Schedule means the date as of which payment of an Account under the Plan will commence and the form in which payment of such Account will be made. | |
2.28 | Performance-Based Compensation . Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as Performance-Based Compensation will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance. | |
2.29 | Plan . Generally, the term Plan means the AutoNation, Inc. Deferred Compensation Plan as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section. | |
2.30 | Plan Year . Plan Year means January 1 through December 31. | |
2.31 | Separation from Service . An Employee incurs a Separation from Service upon termination of employment with the Employer. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A. Except in the case of an Employee on a bona fide leave of absence as provided below, an |
Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence. | ||
An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave or (ii) the expiration of the Employees right, if any, to reemployment under statute or contract. | ||
For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in Section 2.24 of the Plan, except that for purposes of determining whether another organization is an Affiliate of the Company for this purpose, common ownership of at least 50% shall be determinative. | ||
The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A. | ||
2.32 | Specified Date Account . A Specified Date Account means an Account established pursuant to Section 4.3 that will be paid (or that will commence to be paid) at a future date as specified in the Participants Compensation Deferral Agreement. Unless otherwise determined by the Committee, a Participant may maintain no more than five (5) Specified Date Accounts. A Specified Date Account may be identified in enrollment materials as an In-Service Account. | |
2.33 | Specified Date Benefit . Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(b). | |
2.34 | Specified Employee . Unless otherwise specified by the Committee in accordance with Code Section 409A, Specified Employee means an Employee who, at any time during the 12-month period ending on the Specified Employee Identification Date was a Corporate, Region or Market Vice President or above of the Company or any Affiliate, provided any stock of the Company or an Affiliate is actively traded on an established securities market or otherwise. Such Employee shall be treated as a Specified Employee for the entire 12-month period beginning on the Specified Employee Effective Date. | |
In the event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)6), the identification of Specified Employees shall be determined in accordance with the default rules described therein, unless the Employer elects to utilize the available alternative methodology through designations made within the timeframes specified therein. |
3.1 | Eligibility and Participation . An Eligible Employee becomes a Participant upon the receipt of notification of eligibility to participate. | |
3.2 |
Duration
. A Participant shall be eligible to defer Compensation and receive
allocations of Company Contributions, subject to the terms of the Plan, for as long as such
Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee
but has not incurred Separation from Service may not defer Compensation under the Plan (except
for deferrals elected for the year in which he ceases to be an Eligible Employee) but may
otherwise exercise all of the rights of a Participant under the Plan with respect to his or
her
Account(s). On and after a Separation from Service, a |
Participant shall remain a Participant as long as his or her Account Balance is greater than zero and during such time may continue to make allocation elections as provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid. | ||
3.3 | Revocation of Future Participation . Notwithstanding the provisions of Section 3.2, the Committee may, in its discretion, revoke such Participants eligibility to make future Deferrals under this Plan. Such revocation will not affect in any manner a Participants Accounts or any deferral election in place for the year of such revocation. |
4.1 | Deferral Elections, Generally . |
(a) | A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Company and in the manner specified by the Company, but in any event, in accordance with Section 4.2. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation. The Company may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2. | ||
(b) | The Participant shall specify on his or her Compensation Deferral Agreement whether to allocate Deferrals to a Termination Account or to a Specified Date Account. If no designation is made, all Deferrals shall be allocated to the Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the form of payment is not specified in a Compensation Deferral Agreement, the form of payment shall be the form of payment specified in Section 6.2. |
4.2 | Timing Requirements for Compensation Deferral Agreements . |
(a) | First Year of Eligibility. In the case of the first year in which an Eligible Employee becomes eligible to participate in the Plan, he has up to 30 days following his initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether an Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7). | ||
A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned on and after the date the Compensation Deferral Agreement becomes irrevocable. |
(b) | Prior Year Election. Except as otherwise provided in this Section 4.2, Participants may defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation is earned. | ||
(c) | Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six months before the end of the performance period, provided that: |
i. | the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation Deferral Agreement is submitted; and | ||
ii. | the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed. |
A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participants death or Disability or upon a Change in Control prior to the satisfaction of the performance criteria, will be void unless it would be considered timely under another rule described in this Section. | |||
(d) | Sales Commissions. Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i)) are considered to be earned in the taxable year of the Participant in which the sale occurs. The Compensation Deferral Agreement must be filed before the last day of the year preceding the year in which the sales commissions are earned and becomes irrevocable after that date. | ||
(e) | Certain Forfeitable Rights. With respect to a legally binding right to a payment in a subsequent year that is subject to a forfeiture condition requiring the Participants continued services for a period of at least twelve months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be made on or before the 30th day after the Participant obtains the legally binding right to the Compensation, provided that the election is made at least twelve months in advance of the earliest date at which the forfeiture condition could lapse. The Compensation Deferral Agreement described in this paragraph becomes irrevocable after such 30th day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participants death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under another rule described in this Section. |
(f) | Company Awards. The Company may unilaterally provide for deferrals of Company awards prior to the date of such awards. Deferrals of severance pay may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation. | ||
(g) | Evergreen Deferral Elections. The Committee, in its discretion, may provide in the Compensation Deferral Agreement that such Compensation Deferral Agreement will continue in effect for each subsequent year or performance period. Such evergreen Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such election becomes irrevocable under this Section 4.2. An evergreen Compensation Deferral Agreement may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under this Section 4.2. A Participant whose Compensation Deferral Agreement is cancelled in accordance with Section 4.6 will be required to file a new Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan. |
4.3 | Allocation of Deferrals . A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or to the Termination Account. The Committee may, in its discretion, establish a minimum deferral period for the establishment of a Specified Date Account (for example, the third Plan Year following the year Compensation is allocated to such accounts). | |
4.4 | Deductions from Pay . The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participants Compensation. | |
4.5 | Vesting . Participant Deferrals shall be 100% vested at all times. | |
4.6 | Cancellation of Deferrals . The Committee may cancel a Participants Deferrals: (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Employers qualified 401(k) plan, through the end of the Plan Year in which the six month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by the later of the end of the taxable year of the Participant or the 15 th day of the third month following the date the Participant incurs the disability (as defined in this paragraph). |
5.1 | Discretionary Company Contributions . The Company may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant in any amount determined by the Company. Such contributions will be credited to a Participants Termination Account. |
5.2 | Vesting . Company Contributions described in Section 5.1, above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the Committee at the time that the Company Contribution is made. All Company Contributions shall become 100% vested upon the occurrence of the earliest of: (i) the death of the Participant while actively employed; (ii) the Disability of the Participant, or (iii) attainment of age sixty (60) with at least six (6) Years of Service, as determined under the Company 401(k) plan. The Committee may, at any time, in its sole discretion, increase a Participants vested interest in a Company Contribution. The portion of a Participants Accounts that remains unvested upon his or her Separation from Service after the application of the terms of this Section 5.2 shall be forfeited. | |
Notwithstanding the foregoing, in the event of a Separation from Service for Cause, (i) a Participants vested interest in Company Contributions (other than matching contributions) will be determined without regard to any accelerated vesting due to age and service and (ii) amounts (other than matching contributions) to which a Participant otherwise would have attained a vested interest in the year of Separation from Service and the three immediately preceding Plan Years will be forfeited. |
6.1 | Benefits, Generally . A Participant shall be entitled to the following benefits under the Plan: |
(a) | Termination Benefit. Upon the Participants Separation from Service for reasons other than death or Disability, he or she shall be entitled to a Termination Benefit. The Termination Benefit shall be equal to the vested portion of the Termination Account and the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Termination Benefit shall be based on the value of that Account(s) as of the end of the month following the month in which Separation from Service occurs or such later date as the Committee, in its sole discretion, shall determine. Payment of the Termination Benefit will be made or begin the first day of the second month following the month in which Separation from Service occurs, provided, however, that with respect to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service, payment will be made or begin on the first day of the seventh month following the month in which such Separation from Service occurs. If the Termination Benefit is to be paid in the form of installments, any subsequent installment payments to a Specified Employee will be paid on the anniversary of the date it would have been paid had the Participant not been a Specified Employee. | ||
(b) | Specified Date Benefit. If the Participant has established one or more Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with respect to each such Specified Date Account. The Specified Date Benefit shall be equal to the vested portion of the Specified Date Account, based on the value of that Account as of the end of the month designated by the Participant at the time the |
Account was established. Payment of the Specified Date Benefit will be made or begin the first day of the month following the designated month. | |||
(c) | Disability Benefit. Upon a determination by the Committee that a Participant is Disabled, he or she shall be entitled to a Disability Benefit. The Disability Benefit shall be equal to the vested portion of the Termination Account and the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Disability Benefit shall be based on the value of the Accounts as of the last day of the month following the month in which Disability occurs and will be paid the first day of the second month following the month in which Disability occurs. | ||
(d) | Death Distribution. In the event of the Participants death prior to Separation from Service, his or her designated Beneficiary(ies) shall be entitled to a Death Distribution. The Death Distribution shall be equal to the vested portion of the Termination Account and the vested portion of any unpaid balances in any Specified Date Accounts. The Death Distribution shall be based on the value of the Accounts as of the end of the month following the month in which death occurred, with payment made the first day of the second month following the month in which death occurred. | ||
(e) | Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participants assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be subtracted first from the vested portion of the Participants Termination Account until depleted and then from the vested Specified Date Accounts, beginning with the Specified Date Account with the latest payment commencement date. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee. |
6.2 | Form of Payment . |
(a) | Termination Benefit. A Participant who is entitled to receive a Termination Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on his or her initial Compensation Deferral Agreement to have |
such benefit paid in a series of substantially equal annual installments paid over two (2) to ten (10) years. | |||
(b) | Specified Date Benefit. The Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two (2) to five (5) years, as elected by the Participant. | ||
Notwithstanding any election of a form of payment by the Participant, upon a Separation from Service the unpaid balance of a Specified Date Account with respect to which payments have not commenced shall be paid in accordance with the form of payment applicable to the Termination, Disability or Death Benefit, as applicable. If such benefit is payable in a single lump sum, the unpaid balance of all Specified Date Accounts (including those in pay status) will be paid in a lump sum. | |||
(c) | Disability Benefit. A Participant who is entitled to receive a Disability Benefit shall receive payment of such benefit according to the Payment Schedule in effect for the Termination Benefit at the time the Disability arises. | ||
(d) | Death Distribution. A Designated Beneficiary who is entitled to receive a Death Distribution shall receive payment of such benefit in a single lump sum. | ||
(e) | Small Account Balances. Notwithstanding any Participant election or other provisions of the Plan, a Participants Accounts will be paid in a single lump sum if, upon the commencement of his or her Termination, Death or Disability Benefit, the combined value of his or her Accounts is not greater than $25,000. | ||
(f) | Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for such installments and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be determined by dividing (a) by (b), where (a) equals the Account Balance as of the Valuation Date and (b) equals the remaining number of installment payments. | ||
For purposes of Article VII, installment payments will be treated as a single form of payment. If a lump sum equal to less than 100% of the Termination Account is paid, the payment commencement date for the installment form of payment will be the first anniversary of the payment of the lump sum. |
6.3 | Acceleration of or Delay in Payments . The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order |
(within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participants Accounts be paid to an alternate payee, any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum. |
7.1 | Participants Right to Modify . A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VII. | |
7.2 | Time of Election . The date on which a modification election is submitted to the Committee must be at least twelve months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification. | |
7.3 | Date of Payment under Modified Payment Schedule . Except with respect to modifications that relate to the payment of a Death Distribution or a Disability Benefit, the date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced under the original Payment Schedule. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A. | |
7.4 | Effective Date . A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and becomes effective 12 months after such date. | |
7.5 | Effect on Accounts . An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts. |
8.1 | Valuation . Deferrals shall be credited to appropriate Accounts on the date such Compensation would have been paid to the Participant absent the Compensation Deferral Agreement. Company Contributions shall be credited to the Termination Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee. | |
8.2 | Earnings Credit . Each Account will be credited with Earnings on each Business Day, based upon the Participants investment allocation among a menu of investment options selected in advance by the Committee, in accordance with the provisions of this Article VIII (investment allocation). | |
8.3 | Investment Options . Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options |
from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change. | ||
8.4 | Investment Allocations . A Participants investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Company or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participants investment allocation. A Participants investment allocation shall be used solely for purposes of adjusting the value of a Participants Account Balances. | |
A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee. Allocation among the investment options must be designated in increments of 1%. The Participants investment allocation will become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day. | ||
A Participant may change an investment allocation on any Business Day, both with respect to future credits to the Plan and with respect to existing Account Balances, in accordance with procedures adopted by the Committee. Changes shall become effective on the same Business Day or, in the case of investment allocations received after a time specified by the Committee, the next Business Day, and shall be applied prospectively. | ||
8.5 | Unallocated Deferrals and Accounts . If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, the primary objective of which is the preservation of capital, as determined by the Committee. |
9.1 | Plan Administration . This Plan shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims procedures in Article XII. | |
9.2 | Withholding . The Employer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan. | |
9.3 | Indemnification . The Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, |
responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Employer. Notwithstanding the foregoing, the Employer shall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Employer consents in writing to such settlement or compromise. | ||
9.4 | Delegation of Authority . In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who shall be legal counsel to the Company. | |
9.5 | Binding Decisions or Actions . The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. |
10.1 | Amendment and Termination . The Company may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X. | |
10.2 | Amendments . The Company may at any time amend the Plan, provided that such amendment shall not cancel, reduce, or otherwise adversely affect the amount of benefits of any Participant accrued (and any form of payment elected) as of the date of any such amendment, without the consent of the Participant. | |
10.3 | Termination . The Company, by action taken by its Board of Directors, may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). |
11.1 | General Assets . Obligations established under the terms of the Plan may be satisfied from the general funds of the Company, or a trust described in this Article XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Company. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Employers and any Employee, spouse, or Beneficiary. To the |
extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Company. | ||
11.2 | Rabbi Trust. The Company may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the Company or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan. |
12.1 | Filing a Claim . Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the Claimant). |
a. | In General. Notice of a denial of benefits (other than Disability benefits) will be provided within ninety (90) days of the Committees receipt of the Claimants claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial ninety (90) day period. The extension will not be more than ninety (90) days from the end of the initial ninety (90) day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision. | ||
b. | Disability Benefits. Notice of denial of Disability benefits will be provided within forty-five (45) days of the Committees receipt of the Claimants claim for Disability benefits. If the Committee determines that it needs additional time to review the Disability claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial forty-five (45) day period. If the Committee determines that a decision cannot be made within the first extension period due to matters beyond the control of the Committee, the time period for making a determination may be further extended for an additional thirty (30) days. If such an additional extension is necessary, the Committee shall notify the Claimant prior to the expiration of the initial thirty (30) day extension. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by which the Committee expects to furnish a notice of decision, the specific standards on which such entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim and any additional information needed to resolve those issues. A Claimant will be provided a minimum of forty-five (45) days to submit any necessary additional information to the Committee. In the event that a thirty (30) day extension is necessary due to a Claimants failure to submit information necessary to decide a claim, the period for furnishing a notice of decision shall be tolled from the date on which the notice of the extension is |
sent to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline. | |||
c. | Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The notice shall (i) cite the pertinent provisions of the Plan document and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimants right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review. In the case of a complete or partial denial of a Disability benefit claim, the notice shall provide a statement that the Committee will provide to the Claimant, upon request and free of charge, a copy of any internal rule, guideline, protocol, or other similar criterion that was relied upon in making the decision. |
12.2 | Appeal of Denied Claims . A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a committee designated to hear such appeals (the Appeals Committee). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Appeals Committee. All written comments, documents, records, and other information shall be considered relevant if the information (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal. |
(a) | In General. Appeal of a denied benefits claim (other than a Disability benefits claim) must be filed in writing with the Appeals Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits of the denied claim within sixty (60) days following receipt of the appeal (or within one hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. |
(b) | Disability Benefits. Appeal of a denied Disability benefits claim must be filed in writing with the Appeals Committee no later than one hundred eighty (180) days after receipt of the written notification of such claim denial. The review shall be conducted by the Appeals Committee (exclusive of the person who made the initial adverse decision or such persons subordinate). In reviewing the appeal, the Appeals Committee shall (i) not afford deference to the initial denial of the claim, (ii) consult a medical professional who has appropriate training and experience in the field of medicine relating to the Claimants disability and who was neither consulted as part of the initial denial nor is the subordinate of such individual and (iii) identify the medical or vocational experts whose advice was obtained with respect to the initial benefit denial, without regard to whether the advice was relied upon in making the decision. The Appeals Committee shall make its decision regarding the merits of the denied claim within forty-five (45) days following receipt of the appeal (or within ninety (90) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. Following its review of any additional information submitted by the Claimant, the Appeals Committee shall render a decision on its review of the denied claim. | ||
(c) | Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. | ||
The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimants claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimants right to bring an action under Section 502(a) of ERISA. | |||
(d) | For the denial of a Disability benefit, the notice will also include a statement that the Appeals Committee will provide, upon request and free of charge, (i) any internal rule, guideline, protocol or other similar criterion relied upon in making the decision, (ii) any medical opinion relied upon to make the decision and (iii) the required statement under Section 2560.503-1(j)(5)(iii) of the Department of Labor regulations. |
12.3 | Legal Action . A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her |
administrative remedies under such claims procedures. Any such legal action must be commenced within one year of a final determination hereunder with respect to such claim. | ||
If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to enforce the rights of such Participant or any other similarly situated Participant or Beneficiary, in whole or in part, the Company shall reimburse such Participant or Beneficiary for all legal costs, expenses, attorneys fees and such other liabilities incurred as a result of such proceedings. | ||
12.4 | Discretion of Appeals Committee . All interpretations, determinations and decisions of the Appeals Committee with respect to any claim shall be made in its sole discretion, and shall be final and conclusive. | |
12.5 | Arbitration . If any claim or controversy between the Committee and a Participant or Beneficiary is not resolved through the claims procedure set forth in Article XII, such claim shall be submitted to and resolved exclusively by expedited binding arbitration by a single arbitrator, excluding any claim(s) for which arbitration is not permissible under applicable law. Arbitration shall be conducted in accordance with the following procedures: |
13.1 | Assignment. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)). | |
The Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization, sale of assets or other similar transactions affecting a Participating Employer without the consent of the Participant. | ||
13.2 | Accounts Taxable Under Code Section 409A . The Plan is intended to constitute a plan of deferred compensation that meets the requirements for deferral of income taxation under Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A. | |
13.3 | No Legal or Equitable Rights or Interest . No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Company or an Employer. The right and power of the Company or an Employer to dismiss or discharge an Employee is expressly reserved. The Company and Committee make no representations or warranties as to the tax consequences to a Participant or a Participants beneficiaries resulting from a deferral of income pursuant to the Plan. | |
13.4 | No Employment Contract . Nothing contained herein shall be construed to constitute a contract of employment between an Employee and an Employer. | |
13.5 | Notice . Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Committee. Notice shall be deemed given as of the date of delivery or, |
if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to: |
Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of the Participant. | ||
13.6 | Headings . The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. | |
13.7 | Invalid or Unenforceable Provisions . If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included. | |
13.8 | Lost Participants or Beneficiaries . Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored. | |
13.9 | Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Committee, the Company, and the Plan from further liability on account thereof. |
13.10 | Governing Law . To the extent not preempted by ERISA, the laws of the State of Florida shall govern the construction and administration of the Plan. |
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AutoNation, Inc.
110 S.E. 6 th Street Fort Lauderdale, Florida 33301 Attention: Compensation and Equity Analyst Telecopy: (954) 769-3852 |
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AutoNation, Inc.
110 S.E. 6 th Street Fort Lauderdale, Florida 33301 Attention: General Counsel Telecopy: (954) 769-6340 (no copy required for notice of Option exercise) |
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AutoNation, Inc.
110 S.E. 6 th Street Fort Lauderdale, Florida 33301 Attention: Compensation and Equity Analyst Telecopy: (954) 769-3852 |
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with a copy to
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110 S.E. 6 th Street Fort Lauderdale, Florida 33301 Attention: General Counsel Telecopy: (954) 769-6340 |
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Attention: Compensation and Equity Analyst | |
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Telecopy: (954) 769-3852 |
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with a copy to
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AutoNation, Inc. | |
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110 S.E. 6 th Street | |
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Fort Lauderdale, Florida 33301 | |
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Attention: General Counsel | |
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Telecopy: (954) 769-6340 | |
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(no copy required for notice of Option exercise) |
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Attention: Compensation and Equity Analyst | |
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Telecopy: (954) 769-3852 | |
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with a copy to
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AutoNation, Inc. | |
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110 S.E. 6 th Street | |
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Fort Lauderdale, Florida 33301 | |
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Attention: General Counsel | |
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Telecopy: (954) 769-6340 |
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AUTONATION, INC.
Name: Title: |
GRANTEE:
By accepting the Award on the BOL System, Grantee agrees to be bound by the terms of this Restricted Stock Agreement and agrees that the Shares are subject to the terms and conditions set forth herein. |
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
7 Rod Real Estate North, a Limited Liability Company
|
Wyoming | |||
7 Rod Real Estate South, a Limited Liability Company
|
Wyoming | |||
A&R Insurance Enterprises, Inc.
|
Florida | |||
Abraham Chevrolet-Miami, Inc.
|
Maroone Chevrolet of Miami; Maroone Collision Repair Center | Delaware | ||
Abraham Chevrolet-Tampa, Inc.
|
Delaware | |||
ACER Fiduciary, Inc.
|
Delaware | |||
Al Maroone Ford, LLC
|
Delaware | |||
Albert Berry Motors, Inc.
|
Texas | |||
Allison Bavarian
|
BMW of Mountain View; MINI of Mountain View | California | ||
Allison Bavarian Holding, LLC
|
Delaware | |||
All-State Rent A Car, Inc.
|
Nevada | |||
American Way Motors, Inc.
|
Dobbs Honda on Mendenhall | Tennessee | ||
AN Cadillac of WPB, LLC
|
Maroone Cadillac; Maroone Collision Center Palm Beach | Delaware | ||
AN Chevrolet Arrowhead, Inc.
|
Power Chevrolet-Arrowhead | Delaware | ||
AN Chevrolet of Phoenix, LLC
|
Delaware | |||
AN CJ Valencia, Inc.
|
Delaware | |||
AN Collision Center of Addison, Inc.
|
Bankston Collision Center | Delaware | ||
AN Collision Center of North Houston, Inc.
|
Delaware | |||
AN Corporate Management Payroll Corp.
|
Delaware | |||
AN Corpus Christi Chevrolet, LP
|
Champion Chevrolet Cadillac; Champion Pontiac, Buick, GMC | Texas | ||
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.
|
Champion Hyundai | Delaware | ||
AN Corpus Christi T. Imports GP, LLC
|
Delaware | |||
AN Corpus Christi T. Imports, LP
|
Champion Toyota Corpus Christi | Texas | ||
AN County Line Ford, Inc.
|
Bankston Ford of Burleson | Texas | ||
AN Dealership Holding Corp.
|
Florida | |||
AN Central Region Management, LLC
|
Delaware | |||
AN Florida Region Management, LLC
|
Maroone Shared Resource Center | Delaware | ||
AN Fremont Luxury Imports, Inc.
|
BMW of Fremont | Delaware | ||
AN Imports of Ft. Lauderdale, Inc.
|
Land Rover Fort Lauderdale | Delaware | ||
AN Imports of Lithia Springs, LLC
|
Delaware | |||
AN Imports of Spokane, Inc.
|
Delaware | |||
AN Imports on Weston Road, Inc.
|
Maroone Toyota | Florida | ||
AN Luxury Imports GP, LLC
|
Delaware | |||
AN Luxury Imports Holding, LLC
|
Delaware |
1
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
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 San Diego, Inc.
|
BMW Encinitas | Delaware | ||
AN Luxury Imports of Sarasota, Inc.
|
Mercedes-Benz of Sarasota | Delaware | ||
AN Luxury Imports of Spokane, Inc.
|
Delaware | |||
AN Luxury Imports of Tucson, Inc.
|
BMW Tucson | Delaware | ||
AN Luxury Imports, Ltd.
|
BMW of Dallas; MINI of Dallas | Texas | ||
AN Motors of Dallas, Inc.
|
Bankston Chevrolet | Delaware | ||
AN Motors of Delray Beach, Inc.
|
Maroone Volkswagen | Delaware | ||
AN Motors of Scottsdale, LLC
|
Ford of North Scottsdale | Delaware | ||
AN Pontiac GMC Houston North GP, LLC
|
Delaware | |||
AN Pontiac GMC Houston North, LP
|
Texas | |||
AN Subaru Motors, Inc.
|
Delaware | |||
AN Texas Region Management, Ltd.
|
AutoNation Shared Resource Center | Texas | ||
AN West Central Region Management, LLC
|
Delaware | |||
AN Western Region Management, LLC
|
Delaware | |||
AN/CF Acquisition Corp.
|
Go Courtesy Ford | Delaware | ||
AN/FMK Acquisition Corp.
|
Delaware | |||
AN/GMF, Inc.
|
Delaware | |||
AN/KPBG Motors, Inc.
|
Washington | |||
AN/MF Acquisition Corp.
|
Delaware | |||
AN/MNI Acquisition Corp.
|
Dobbs Nissan | Delaware | ||
AN/PF Acquisition Corp.
|
Ford of Bellevue | Delaware | ||
AN/STD Acquisition Corp.
|
Delaware | |||
Anderson Chevrolet
|
California | |||
Anderson Chevrolet Los Gatos, Inc.
|
California | |||
Anderson Cupertino, Inc.
|
California | |||
Appleway Chevrolet, Inc.
|
Appleway Chevrolet; Appleway Mazda-Subaru; Appleway Mitsubishi; Appleway Toyota; Appleway Volkswagen-Audi | Washington | ||
Atrium Restaurants, Inc.
|
Florida | |||
Auto Ad Agency, Inc.
|
Maryland | |||
Auto By Internet, Inc.
|
Florida | |||
Auto Car Holding, LLC
|
Delaware | |||
Auto Car, Inc.
|
AutoWest Honda-Roseville | California | ||
Auto Holding Corp.
|
Delaware | |||
Auto Mission Holding, LLC
|
Delaware | |||
Auto Mission Ltd.
|
Hayward Toyota | California | ||
Auto West, Inc.
|
AutoWest Chrysler Jeep Dodge | California | ||
Autohaus Holdings, Inc.
|
Delaware | |||
AutoNation Benefits Company, Inc.
|
Florida | |||
AutoNation Cayman Insurance Company, Ltd.
|
Cayman Islands | |||
AutoNation Corporate Management, LLC
|
Delaware | |||
AutoNation Dodge of Pembroke Pines, Inc.
|
Maroone Dodge of Pembroke Pines | Delaware | ||
AutoNation Enterprises Incorporated
|
Florida | |||
AutoNation Financial Services Corp.
|
Delaware | |||
AutoNation Floor Plan Funding Corp.
|
Delaware | |||
AutoNation Fort Worth Motors, Ltd.
|
Bankston Chevrolet Fort Worth | Texas | ||
AutoNation GM GP, LLC
|
Delaware | |||
AutoNation Holding Corp.
|
Delaware | |||
AutoNation Imports of Katy GP, LLC
|
Delaware |
2
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
AutoNation Imports of Katy, L.P.
|
Champion Nissan | Texas | ||
AutoNation Imports of Lithia Springs, Inc.
|
Team Scion; Team Toyota | Delaware | ||
AutoNation Imports of Longwood, Inc.
|
Courtesy Honda | Delaware | ||
AutoNation Imports of Palm Beach, Inc.
|
Lexus of Palm Beach | Delaware | ||
AutoNation Imports of Winter Park, Inc.
|
Courtesy Toyota | Delaware | ||
AutoNation Motors Holding Corp.
|
Delaware | |||
AutoNation Motors of Lithia Springs, Inc.
|
Delaware | |||
AutoNation North Texas Management GP, LLC
|
Delaware | |||
AutoNation Northwest Management, LLC
|
Delaware | |||
AutoNation Orlando Venture Holdings, Inc.
|
Delaware | |||
AutoNation Oxnard Venture Holdings, Inc.
|
Delaware | |||
AutoNation Realty Corporation
|
Delaware | |||
AutoNation Receivables Corporation
|
Delaware | |||
AutoNation Receivables Funding Corp.
|
Delaware | |||
AutoNation USA of Perrine, Inc.
|
Maroone Nissan of Kendall | Delaware | ||
AutoNation V. Imports of Delray Beach, LLC
|
Maroone Volvo | Delaware | ||
AutoNation Vermont, Inc.
|
Vermont | |||
AutoNationDirect.com, Inc.
|
Auto USA; AutoNationDirect | Delaware | ||
Bankston Auto, Inc.
|
Texas | |||
Bankston Chrysler Jeep of Frisco, L.P.
|
Bankston Chrysler Jeep Dodge of Frisco | Texas | ||
Bankston CJ GP, LLC
|
Delaware | |||
Bankston Ford of Frisco, Ltd. Co.
|
Bankston Ford of Frisco | Texas | ||
Bankston Nissan in Irving, Inc.
|
Bankston Nissan Irving | Texas | ||
Bankston Nissan Lewisville GP, LLC
|
Delaware | |||
Bankston Nissan Lewisville, Ltd.
|
Bankston Nissan Lewisville | Texas | ||
Bargain Rent-A-Car
|
Lexus of Cerritos | California | ||
Batfish, LLC
|
Colorado | |||
BBCSS, Inc.
|
Arizona | |||
Beach City Chevrolet Company, Inc.
|
California | |||
Beach City Holding, LLC
|
Delaware | |||
Beacon Motors, Inc.
|
Maroone Chevrolet of West Dade | Florida | ||
Bell Dodge, L.L.C.
|
Power Chrysler Jeep Dodge Scottsdale | Delaware | ||
Bengal Motor Company, Ltd.
|
Maroone Honda of Miami | Florida | ||
Bengal Motors, Inc.
|
Florida | |||
Bill Ayares Chevrolet, LLC
|
Fox Chevrolet of Laurel | Delaware | ||
Bledsoe Dodge, LLC
|
Bankston Dodge Grand Prairie | Delaware | ||
Bob Townsend Ford, Inc.
|
Delaware | |||
Body Shop Holding Corp.
|
Delaware | |||
BOSC Automotive Realty, Inc.
|
Delaware | |||
Brown & Brown Chevrolet Superstition Springs, LLC
|
Power Chevrolet-Superstition Springs | Arizona | ||
Brown & Brown Chevrolet, Inc.
|
Brown & Brown Chevrolet | Arizona | ||
Brown & Brown Nissan Mesa, LLC
|
Power Nissan Chandler | Arizona | ||
Brown & Brown Nissan, Inc.
|
Power Nissan Tempe | Arizona | ||
Buick Mart Limited Partnership
|
Georgia | |||
Bull Motors, LLC
|
Maroone Ford of Miami | Delaware | ||
C. Garrett, Inc.
|
Colorado | |||
Carlisle Motors, LLC
|
AutoWay Ford-St. Petersburg; AutoWay Lincoln-Mercury-Clearwater | Delaware | ||
Carwell Holding, LLC
|
Delaware | |||
Carwell, LLC
|
Land Rover South Bay; Mercedes-Benz of South Bay | Delaware | ||
Cerritos Body Works Holding, LLC
|
Delaware |
3
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
Cerritos Body Works, Inc.
|
Power Volvo Irvine; Irvine Auto Body; | California | ||
Cerritos Imports Holding, LLC
|
Delaware | |||
Cerritos Imports, Inc.
|
Power Volvo Cerritos | Delaware | ||
Champion Chevrolet Holding, LLC
|
Delaware | |||
Champion Chevrolet, LLC
|
Power Chevrolet; Power Pontiac Buick GMC | Delaware | ||
Champion Ford, Inc.
|
Texas | |||
Charlie Hillard, Inc.
|
Bankston Ford-Mazda of Fort Worth | Texas | ||
Charlie Thomas Chevrolet GP, LLC
|
Delaware | |||
Charlie Thomas Chevrolet, Ltd.
|
Champion Chevrolet Mitsubishi Gulf Freeway | Texas | ||
Charlie Thomas Chrysler-Plymouth, Inc.
|
Champion Chrysler Jeep Isuzu Hyundai | Texas | ||
Charlie Thomas Courtesy Leasing, Inc.
|
Texas | |||
Charlie Thomas F. GP, LLC
|
Delaware | |||
Charlie Thomas Ford, Ltd.
|
Champion Ford Gulf Freeway | Texas | ||
Charlie Thomas Courtesy Ford, Ltd.
|
Champion Ford Mazda | Texas | ||
Charlie Thomas Courtesy GP, LLC
|
Delaware | |||
Chesrown Auto, LLC
|
Delaware | |||
Chesrown Chevrolet, LLC
|
Go Chevrolet | Delaware | ||
Chesrown Collision Center, Inc.
|
AutoNation Collision Repair Center | Colorado | ||
Chesrown Ford, Inc.
|
Go Ford West | Colorado | ||
Chevrolet World, Inc.
|
Courtesy Chevrolet at the Airport | Florida | ||
Chuck Clancy Ford of Marietta, LLC
|
Team Ford of Marietta | Delaware | ||
CJ Valencia Holding, LLC
|
Delaware | |||
Coastal Cadillac, Inc.
|
AutoWay Cadillac | Florida | ||
Consumer Car Care Corporation
|
Tennessee | |||
Contemporary Cars, Inc.
|
Mercedes-Benz of Orlando; Porsche of North Orlando | Florida | ||
Cook-Whitehead Ford, Inc.
|
Cook Whitehead Ford; Cook Whitehead Ford Collision Panama City | Florida | ||
Corporate Properties Holding, Inc.
|
Delaware | |||
Costa Mesa Cars Holding, LLC
|
Delaware | |||
Costa Mesa Cars, Inc.
|
Power Honda Costa Mesa | California | ||
Courtesy Auto Group, Inc.
|
Florida | |||
Courtesy Broadway, LLC
|
Colorado | |||
Covington Pike Motors, Inc.
|
Dobbs Honda on Covington Pike | Tennessee | ||
CT Intercontinental GP, LLC
|
Delaware | |||
CT Intercontinental, Ltd.
|
BMW of Houston North; BMW of Houston North in The Woodlands; MINI of the Woodlands | Texas | ||
CT Motors, Inc.
|
Champion Acura Gulf Freeway | Texas | ||
D/L Motor Company
|
AutoWay Honda | Florida | ||
Deal Dodge of Des Plaines, Inc.
|
Illinois | |||
Dealership Properties, Inc.
|
Nevada | |||
Dealership Realty Corporation
|
Texas | |||
Desert Buick-GMC Trucks, L.L.C.
|
Desert Buick GMC Pontiac | Delaware | ||
Desert Chrysler-Plymouth, Inc.
|
Delaware | |||
Desert Dodge, Inc.
|
Desert Chrysler Jeep Dodge | Nevada | ||
Desert GMC, L.L.C.
|
Desert Pontiac GMC Buick | Delaware | ||
Desert Lincoln-Mercury, Inc.
|
Desert Lincoln-Mercury | Nevada | ||
Dobbs Brothers Buick-Pontiac, Inc.
|
Dobbs Pontiac-GMC | Tennessee | ||
Dobbs Ford of Memphis, Inc.
|
Dobbs Ford Lincoln Mercury at Wolfchase | Delaware | ||
Dobbs Ford, Inc.
|
Dobbs Ford | Florida | ||
Dobbs Mobile Bay, Inc.
|
Treadwell Ford | Alabama | ||
Dobbs Motors of Arizona, Inc.
|
Dobbs Honda | Arizona |
4
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
Dodge of Bellevue, Inc.
|
Dodge of Bellevue | Delaware | ||
Don Mealey Chevrolet, Inc.
|
Courtesy Chevrolet at West Colonial | Florida | ||
Don Mealey Imports, Inc.
|
Courtesy Acura | Florida | ||
Don-A-Vee Jeep Eagle, Inc.
|
California | |||
Downers Grove Dodge, Inc.
|
Delaware | |||
Drivers Mart Worldwide, Inc.
|
Virginia | |||
Eastgate Ford, Inc.
|
Ohio | |||
Ed Mullinax Ford, LLC
|
Ed Mullinax Ford | Delaware | ||
Edgren Motor Company, Inc.
|
AutoWest Honda-Fremont | California | ||
Edgren Motor Holding, LLC
|
Delaware | |||
El Monte Imports Holding, LLC
|
Delaware | |||
El Monte Imports, Inc.
|
Power Nissan El Monte | Delaware | ||
El Monte Motors Holding, LLC
|
Delaware | |||
El Monte Motors, Inc.
|
Delaware | |||
Elmhurst Auto Mall, Inc.
|
Illinois | |||
Emich Chrysler Plymouth, LLC
|
Go Chrysler Jeep South Broadway | Delaware | ||
Emich Dodge, LLC
|
Go Dodge Arapahoe | Delaware | ||
Emich Oldsmobile, LLC
|
Go Chrysler Jeep West; Go Pontiac Buick GMC Park Meadows; Go Pontiac Buick GMC West; Go Subaru Arapahoe | Delaware | ||
Emich Subaru West, LLC
|
Go Subaru West | Delaware | ||
Empire Services Agency, Inc.
|
Florida | |||
Empire Warranty Corporation
|
Florida | |||
Empire Warranty Holding Company
|
Florida | |||
Financial Services GP, LLC
|
Delaware | |||
Financial Services, Ltd.
|
Champion Auto Auction | Texas | ||
First Team Automotive Corp.
|
Delaware | |||
First Team Ford of Manatee, Ltd.
|
AutoWay Ford-Bradenton | Florida | ||
First Team Ford, Ltd
|
Courtesy Ford | Florida | ||
First Team Imports, Ltd.
|
Florida | |||
First Team Jeep Eagle, Chrysler-Plymouth, Ltd.
|
Courtesy Chrysler Jeep of Casselberry | Florida | ||
First Team Management, Inc.
|
Florida | |||
First Team Premier, Ltd.
|
Florida | |||
Fit Kit Holding, LLC
|
Delaware | |||
Fit Kit, Inc.
|
Power Toyota Buena Park | California | ||
Florida Auto Corp.
|
Delaware | |||
Ford of Garden Grove Limited Partnership
|
Georgia | |||
Ford of Kirkland, Inc.
|
Washington | |||
Fox Chevrolet, LLC
|
Fox Chevrolet | Delaware | ||
Fox Imports, LLC
|
Fox Mitsubishi | Delaware | ||
Fox Motors, LLC
|
Fox Buick-Pontiac-GMC | Delaware | ||
Fred Oakley Motors, Inc.
|
Delaware | |||
Fremont Luxury Imports Holding, LLC
|
Delaware | |||
Ft. Lauderdale Nissan, Inc.
|
Maroone Nissan of Ft. Lauderdale | Florida | ||
G.B. Import Sales & Service Holding, LLC
|
Delaware | |||
G.B. Import Sales & Service, LLC
|
Power Volvo South Bay | Delaware | ||
Gene Evans Ford, LLC
|
Gene Evans Team Ford | Delaware | ||
George Sutherlin Nissan, LLC
|
Team Nissan of Marietta | Delaware | ||
Government Boulevard Motors, Inc.
|
Treadwell Honda | Alabama | ||
Gulf Management, Inc.
|
Lexus of Clearwater; Lexus of Tampa Bay | Florida | ||
Hayward Dodge, Inc.
|
Delaware |
5
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
Hillard Auto Group, Inc.
|
Texas | |||
Hollywood Imports Limited, Inc.
|
Maroone Honda of Hollywood | Florida | ||
Hollywood Kia, Inc.
|
Florida | |||
Horizon Chevrolet, Inc.
|
Ohio | |||
House of Imports Holding, LLC
|
Delaware | |||
House of Imports, Inc.
|
House of Imports | California | ||
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 | |||
Hub Motor Company, LLC
|
Delaware | |||
Irvine Imports Holding, LLC
|
Delaware | |||
Irvine Imports, Inc.
|
Power 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.
|
AutoWay Chevrolet; AutoWay Collision Center Tampa | Delaware | ||
Jim Quinlan Ford Lincoln-Mercury, Inc.
|
AutoWay Ford, Lincoln-Mercury | Florida | ||
Joe MacPherson Ford
|
Power Ford Tustin | California | ||
Joe MacPherson Imports No. I
|
California | |||
Joe MacPherson Infiniti
|
Infiniti Tustin | California | ||
Joe MacPherson Infiniti Holding, LLC
|
Delaware | |||
Joe MacPherson Oldsmobile
|
California | |||
John M. Lance Ford, LLC
|
John Lance Ford | Delaware | ||
J-R Advertising Company
|
Colorado | |||
J-R Motors Company North
|
GO Honda; Go Hyundai, Mazda | Colorado | ||
J-R Motors Company South
|
Go Toyota Scion Arapahoe | Colorado | ||
JRJ Investments, Inc.
|
Desert Audi; Desert BMW of Henderson; Desert BMW of Las Vegas; Desert MINI of Las Vegas; Desert Volkswagen | Nevada | ||
J-R-M Motors Company Northwest, LLC
|
Colorado | |||
Kenyon Dodge, Inc.
|
Florida | |||
Kings Crown Ford, Inc.
|
Mike Shad Ford at the Avenues | Delaware | ||
L.P. Evans Motors WPB, Inc.
|
Mercedes-Benz of Miami | Florida | ||
L.P. Evans Motors, Inc.
|
Maroone Nissan of Miami | Florida | ||
Lance Children, Inc.
|
Ohio | |||
Leesburg Imports, LLC
|
Leesburg Honda | Delaware | ||
Leesburg Motors, LLC
|
Leesburg Toyota | Delaware | ||
Les Marks Chevrolet, Inc.
|
Texas | |||
Lew Webbs Ford, Inc.
|
California | |||
Lew Webbs Irvine Nissan Holding, LLC
|
Delaware | |||
Lew Webbs Irvine Nissan, Inc.
|
California | |||
Lewisville Imports GP, LLC
|
Delaware | |||
Lewisville Imports, Ltd.
|
Bankston Honda | Texas | ||
Lexus of Cerritos Limited Partnership
|
Georgia | |||
Lot 4 Real Estate Holdings, LLC
|
Delaware | |||
MacHoward Leasing
|
Power Chevrolet Irvine | California | ||
MacHoward Leasing Holding, LLC
|
Delaware | |||
MacPherson Enterprises, Inc.
|
California |
6
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
Magic Acquisition Corp.
|
Power Ford Valencia | Delaware | ||
Magic Acquisition Holding, LLC
|
Delaware | |||
Marks Family Dealerships, Inc.
|
Texas | |||
Marks Transport, Inc.
|
Champion Toyota Gulf Freeway | Texas | ||
Maroone Chevrolet Ft. Lauderdale, Inc.
|
Maroone Chevrolet, Buick, Pontiac, GMC Fort Lauderdale; Saturn Fort Lauderdale | Florida | ||
Maroone Chevrolet, LLC
|
Maroone Chevrolet of Pembroke Pines | Delaware | ||
Maroone Dodge, LLC
|
Maroone Dodge of Miami | Delaware | ||
Maroone Ford, LLC
|
Maroone Ford of Fort Lauderdale | Delaware | ||
Maroone Management Services, Inc.
|
Maroone Chrysler Jeep Dodge Coconut Creek | Florida | ||
Maroone Oldsmobile, LLC
|
Delaware | |||
MC/RII, LLC
|
Ohio | |||
Mealey Holdings, Inc.
|
Florida | |||
Mechanical Warranty Protection, Inc.
|
Florida | |||
Metro Chrysler Jeep, Inc.
|
Courtesy Chrysler Jeep at Sanford | Florida | ||
Midway Chevrolet, Inc.
|
Texas | |||
Mike Hall Chevrolet, Inc.
|
Champion Chevrolet Hwy 6 | Delaware | ||
Mike Shad Chrysler Plymouth Jeep Eagle, Inc.
|
Mike Shad Chrysler Jeep at Cassat | Florida | ||
Mike Shad Ford, Inc.
|
Mike Shad Ford Lincoln Mercury | Florida | ||
Miller-Sutherlin Automotive, LLC
|
Miller-Sutherlin Automotive | Delaware | ||
Mission Blvd. Motors, Inc.
|
California | |||
Mr. Wheels Holding, LLC
|
Delaware | |||
Mr. Wheels, Inc.
|
Power Toyota Cerritos | California | ||
Mullinax East, LLC
|
Mullinax Ford East | Delaware | ||
Mullinax Ford North Canton, Inc.
|
Mullinax Ford North Canton | Ohio | ||
Mullinax Ford South, Inc.
|
Maroone Ford of Margate | Florida | ||
Mullinax Insurance Agency, Inc.
|
Ohio | |||
Mullinax Lincoln-Mercury, Inc.
|
Delaware | |||
Mullinax of Mayfield, LLC
|
Delaware | |||
Mullinax Used Cars, Inc.
|
Mullinax Used Cars | Ohio | ||
Naperville Imports, Inc.
|
Mercedes-Benz of Naperville | Delaware | ||
Newport Beach Cars Holding, LLC
|
Delaware | |||
Newport Beach Cars, LLC
|
Newport Auto Center | Delaware | ||
Nichols Ford, Ltd.
|
Bankston Ford of South Fort Worth | Texas | ||
Nichols GP, LLC
|
Delaware | |||
Nissan of Brandon, Inc.
|
AutoWay Nissan of Brandon | Florida | ||
Northpoint Chevrolet, LLC
|
Team Chevrolet at Northpoint | Delaware | ||
Northpoint Ford, Inc.
|
Team Ford Lincoln Mercury Northpoint | Delaware | ||
Northwest Financial Group, Inc.
|
BMW of Bellevue | Washington | ||
Ontario Dodge, Inc.
|
California | |||
Orange County Automotive Imports, LLC
|
Delaware | |||
Payton-Wright Ford Sales, Inc.
|
Bankston Ford of Grapevine | Texas | ||
Peyton Cramer Automotive
|
Power Acura South Bay | California | ||
Peyton Cramer Automotive Holding, LLC
|
Delaware | |||
Peyton Cramer F. Holding, LLC
|
Delaware | |||
Peyton Cramer Ford
|
Power Ford Torrance | California | ||
Peyton Cramer Infiniti
|
Infiniti South Bay | California | ||
Peyton Cramer Infiniti Holding, LLC
|
Delaware | |||
Peyton Cramer Jaguar
|
Jaguar South Bay | California | ||
Peyton Cramer Lincoln-Mercury
|
California | |||
Peyton Cramer LM Holding, LLC
|
Delaware |
7
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
Pierce Automotive Corporation
|
AutoNation Fleet Direct | Arizona | ||
Pierce, LLC
|
Power Scion Tempe; Power Toyota Tempe | Delaware | ||
Pitre Buick-Pontiac-GMC of Scottsdale, Inc.
|
Delaware | |||
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.
|
Power Chrysler Jeep Scottsdale | Delaware | ||
Pitre Chrysler-Plymouth-Jeep on Bell, Inc.
|
Delaware | |||
Pitre Isuzu-Subaru-Hyundai of Scottsdale, Inc.
|
Power Hyundai Isuzu; Power Subaru | Delaware | ||
Plains Chevrolet GP, LLC
|
Delaware | |||
Plains Chevrolet, Ltd.
|
Plains Chevrolet | Texas | ||
PMWQ, Inc.
|
Nevada | |||
PMWQ, Ltd.
|
Texas | |||
Port City Imports, Inc.
|
Champion Honda | Texas | ||
Prime Auto Resources, Inc.
|
Prime Auto Auction | California | ||
Quality Nissan GP, LLC
|
Delaware | |||
Quality Nissan, Ltd.
|
Quality Nissan | Texas | ||
Quinlan Motors, Inc.
|
AutoWay Nissan of Clearwater | Florida | ||
R. Coop Limited
|
Colorado | |||
R.L. Buscher II, Inc.
|
Colorado | |||
R.L. Buscher III, Inc.
|
Colorado | |||
Real Estate Holdings, Inc.
|
Florida | |||
Republic DM Property Acquisition Corp.
|
Delaware | |||
Republic Resources Company
|
Delaware | |||
Republic Risk Management Services, Inc.
|
Florida | |||
Resources Aviation, Inc.
|
Florida | |||
RI Merger Corp.
|
Colorado | |||
RI/ASC Acquisition Corp.
|
Delaware | |||
RI/BB Acquisition Corp.
|
Courtesy Collision East Colonial; Courtesy Collision Kissimmee; Courtesy Collision Longwood; Courtesy Collision Orange Ave.; Courtesy Collision Chevrolet at the Airport; Courtesy Auto Glass and Upholstery; Courtesy Collision Oviedo; Courtesy Collision Winter Garden; Courtesy Collision Hoffner | Delaware | ||
RI/BBNM Acquisition Corp.
|
Arizona | |||
RI/BRC Real Estate Corp.
|
California | |||
RI/DM Acquisition Corp.
|
Delaware | |||
RI/Hollywood Nissan Acquisition Corp.
|
Maroone Nissan of Pembroke Pines | Delaware | ||
RI/LLC Acquisition Corp.
|
Go Nissan; Go Nissan Arapahoe | Colorado | ||
RI/LLC-2 Acquisition Corp.
|
Colorado | |||
RI/PII Acquisition Corp.
|
Delaware | |||
RI/RMC Acquisition GP, LLC
|
Delaware | |||
RI/RMC Acquisition, Ltd.
|
Champion Chevrolet | Texas | ||
RI/RMP Acquisition Corp.
|
Delaware | |||
RI/RMT Acquisition GP, LLC
|
Delaware | |||
RI/RMT Acquisition, Ltd.
|
Champion Toyota | Texas | ||
RI/WFI Acquisition Corporation
|
Woodfield Ford | Delaware | ||
RIVT I LLC
|
Delaware | |||
RIVT I LP
|
Delaware | |||
RIVT II LLC
|
Delaware | |||
RIVT II LP
|
Delaware | |||
RIVT Management, Inc.
|
Delaware | |||
RKR Motors, Inc.
|
Mercedes-Benz of Pompano | Florida | ||
Rosecrans Investments, LLC
|
Delaware | |||
Roseville Motor Corporation
|
AutoWest Chrysler Jeep Dodge | California |
8
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
Roseville Motor Holding, LLC
|
Delaware | |||
RRM Corporation
|
Delaware | |||
RSHC, Inc.
|
Delaware | |||
Sahara Imports, Inc.
|
Desert Honda; Desert Value and Truck Center; Desert Auto Body East | Nevada | ||
Sahara Nissan, Inc.
|
Dessert Nissan | Nevada | ||
Saul Chevrolet Holding, LLC
|
Delaware | |||
SCM Realty, Inc.
|
Florida | |||
Security Insurance Agency, Inc.
|
Maryland | |||
Service Station Holding Corp.
|
Delaware | |||
Shamrock F. Holding, LLC
|
Delaware | |||
Shamrock Ford, Inc.
|
California | |||
Six Jays LLC
|
Colorado | |||
SMI Motors Holding, LLC
|
Delaware | |||
SMI Motors, Inc.
|
California | |||
Smythe European Holding, LLC
|
Delaware | |||
Smythe European, Inc.
|
Smythe European; Smythe Volvo; Park Avenue Motors | California | ||
Southwest Dodge, LLC
|
Go Dodge Southwest | Delaware | ||
Spitfire Properties, Inc.
|
Florida | |||
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
|
Maroone Chevrolet of Delray | Delaware | ||
Steve Moore Chevrolet, LLC
|
Maroone Chevrolet of Greenacres | Delaware | ||
Steve Moores Buy-Right Auto Center, Inc.
|
Florida | |||
Steve Rayman Pontiac-Buick-GMC-Truck, LLC
|
Delaware | |||
Stevens Creek Holding, LLC
|
Delaware | |||
Stevens Creek Motors, Inc.
|
AutoWest Acura of Stevens Creek | California | ||
Sunrise Nissan of Jacksonville, Inc.
|
Mike Shad Nissan of Jacksonville | Florida | ||
Sunrise Nissan of Orange Park, Inc.
|
Mike Shad Nissan of Orange Park | Florida | ||
Sunset Pontiac-GMC Truck South, Inc.
|
Florida | |||
Sunset Pontiac-GMC, Inc.
|
AutoWay Pontiac GMC-North | Michigan | ||
Superior Nissan, Inc.
|
Go Nissan Southwest | North Carolina | ||
Sutherlin Chrysler-Plymouth Jeep-Eagle, LLC
|
Delaware | |||
Sutherlin H. Imports, LLC
|
Team Honda | Delaware | ||
Sutherlin Imports, LLC
|
AutoWay Toyota | Delaware | ||
Sutherlin Nissan, LLC
|
Team Nissan of Lithia Springs | Delaware | ||
Sutherlin Town Center, Inc.
|
Georgia | |||
Tartan Advertising, Inc.
|
California | |||
Tasha Incorporated
|
California | |||
Taylor Jeep Eagle, LLC
|
Delaware | |||
Team Dodge, Inc.
|
Delaware | |||
Terry York Motor Cars Holding, LLC
|
Delaware | |||
Terry York Motor Cars, Ltd.
|
Land Rover Encino | California | ||
Texan Ford Sales, Ltd.
|
Bankston Ford of Arlington | Texas | ||
Texan Ford, Inc.
|
Champion Ford Katy | Texas | ||
Texan Lincoln-Mercury, Inc.
|
Delaware | |||
Texan Sales GP, LLC
|
Delaware | |||
Texas Management Companies LP, LLC
|
Delaware | |||
The Consulting Source, Inc.
|
Florida |
9
State of | ||||
Legal Entity | Current DBA in use | Organization | ||
The Pierce Corporation II, Inc.
|
Arizona | |||
Tinley Park A. Imports, Inc.
|
Audi of Tinley Park | Delaware | ||
Tinley Park J. Imports, Inc.
|
Jaguar Tinley Park; Land Rover Tinley Park | Delaware | ||
Tinley Park V. Imports, Inc.
|
Laurel Volvo of Tinley Park | Delaware | ||
Torrance Nissan Holding, LLC
|
Delaware | |||
Torrance Nissan, LLC
|
Power Nissan Torrance | Delaware | ||
Tousley Ford, Inc.
|
Tousley Ford; Tousley Pre-Owned Outlet | Minnesota | ||
Town & Country Chrysler Jeep, Inc.
|
Town & Country Chrysler Jeep Dodge | Delaware | ||
Toyota Cerritos Limited Partnership
|
Georgia | |||
Triangle Corporation
|
Delaware | |||
T-West Sales & Service, Inc.
|
Desert Toyota and Scion | Nevada | ||
Valencia B. Imports Holding, LLC
|
Delaware | |||
Valencia B. Imports, Inc.
|
Valencia BMW | Delaware | ||
Valencia Dodge
|
Power Chrysler Jeep Dodge Valencia | California | ||
Valencia Dodge Holding, LLC
|
Delaware | |||
Valencia H. Imports Holding, LLC
|
Delaware | |||
Valencia H. Imports, Inc.
|
Power Honda Valencia | Delaware | ||
Valley Chevrolet, LLC
|
Fox Chevrolet of Timonium | Delaware | ||
Vanderbeek Motors Holding, LLC
|
Delaware | |||
Vanderbeek Motors, Inc.
|
AutoWest Mazda Subaru; Roseville BMW | California | ||
Vanderbeek Olds/GMC Truck, Inc.
|
California | |||
Vanderbeek Truck Holding, LLC
|
Delaware | |||
Village Motors, LLC
|
Libertyville Toyota | Delaware | ||
Vince Wiese Chevrolet, Inc.
|
Power Chevrolet Valencia | Delaware | ||
Vince Wiese Holding, LLC
|
Delaware | |||
W.O. Bankston Nissan, Inc.
|
Bankston Nissan Dallas | Texas | ||
Wallace Dodge, LLC
|
Delaware | |||
Wallace Ford, LLC
|
Maroone Ford of Delray | Delaware | ||
Wallace Lincoln-Mercury, LLC
|
Maroone Lincoln-Mercury of North Palm Beach | Delaware | ||
Wallace Nissan, LLC
|
Maroone Nissan of Delray | Delaware | ||
Webb Automotive Group, Inc.
|
California | |||
West Colton Cars, Inc.
|
California | |||
West Side Motors, Inc.
|
West Side Honda | Tennessee | ||
Westgate Chevrolet GP, LLC
|
Delaware | |||
Westgate Chevrolet, Ltd.
|
Westgate Chevrolet Cadillac | Texas | ||
Westmont A. Imports, Inc.
|
Laur | |||
el Audi of Westmont
|
Delaware | |||
Westmont B. Imports, Inc.
|
Laurel BMW of Westmont | Delaware | ||
Westmont M. Imports, Inc.
|
Mercedes-Benz of Westmont | Delaware | ||
Woody Capital Investment Company II
|
Colorado | |||
Woody Capital Investment Company III
|
Colorado | |||
Working Mans Credit Plan, Inc.
|
Texas | |||
World Wide Warranty Co.
|
Florida | |||
York Enterprises Holding, LLC
|
Delaware |
10
| Form S-3 (Registration Nos. 333-44611, 333-35749, 333-29217, 333-23415, 333-20667, 333-18009, 333-08479, 333-04269, 333-01757, 033-65289, 033-63735, 033-62489, and 033-61649); |
| Form S-4 (Registration Nos. 333-41505, 333-17915, 333-17869, and 333-17867); and |
| Form S-8 (Registration Nos. 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). |