AutoNation 2000 Annual Report Download

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from -------- to --------
Commission File Number: 0-13107
AutoNation, Inc.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 73-1105145
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 S.E. 6TH STREET,
FORT LAUDERDALE, FLORIDA 33301
(Address of Principal Executive Offices) (Zip Code)
(954) 769-6000
(Registrant's Telephone Number, Including Area Code)
----------------
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------------------------------- ------------------------------------------
Common Stock, Par Value $.01 Per Share The New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 26, 2001, the registrant had 337,146,986 shares of common
stock outstanding, of which 68,516,203 shares were held by directors and

Table of contents

  • Page 1
    ..., FLORIDA (Address of Principal Executive Offices) 73-1105145 (I.R.S. Employer Identification No.) 33301 (Zip Code) (954) 769-6000 (Registrant's Telephone Number, Including Area Code Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Common Stock, Par Value...

  • Page 2
    ... new vehicles that we sold in 2000, are Ford (Ford, Lincoln and Mercury), General Motors (Chevrolet, Pontiac, GMC and Buick), Chrysler (Chrysler, Jeep and Dodge), Nissan, Toyota and Honda. We also sell several luxury vehicle brands, including Mercedes-Benz, BMW, Lexus and Porsche. In total, we offer...

  • Page 3
    ... the sale of ANC Rental's corporate headquarters facility for approximately $18.7 million. In connection with the closure during December 1999 of 23 company-owned AutoNation USA used vehicle megastores, during 2000 we sold a majority of the excess real property held for or operated in connection...

  • Page 4
    ...) FINANCE, INSURANCE AND OTHER AFTERMARKET PRODUCT SALES: Each new or used vehicle sale presents our dealerships with the opportunity to finance the vehicle, sell an extended service contract or other finance and insurance product, and sell other aftermarket products, such as vehicle accessories or...

  • Page 5
    ...our standard finance and insurance operating practices, such as the use of our customer-friendly "full-disclosure" finance and insurance menu, (3) increase sales at our dealerships of finance and insurance products offered by our automotive finance arm, AutoNation Financial Services, and (4) promote...

  • Page 6
    ...locations in 18 states. We own and operate franchises granted by the manufacturers of 35 different makes of vehicles. The core brands of vehicles that we sell are Ford (Ford, Lincoln and Mercury), General Motors (Chevrolet, Pontiac, GMC and Buick), Chrysler (Chrysler, Jeep and Dodge), Nissan, Toyota...

  • Page 7
    ... dealerships have service facilities that provide a wide range of vehicle maintenance and repair services. Additionally, we operate collision repair centers in most of our key markets. Each of our dealerships acquires new vehicles for retail sale directly from the applicable automotive manufacturer...

  • Page 8
    ... govern our conduct of business, including those relating to our sales, operating, financing, advertising and employment practices. These laws and regulations include state franchise laws and regulations and other extensive laws and regulations applicable to new and used motor vehicle dealers...

  • Page 9
    ...competitive factors in the automotive retail business are location, service, price and selection. Each of our key markets includes a large number of well-capitalized competitors that have extensive automobile dealership managerial experience and strong retail locations and facilities. We are subject...

  • Page 10
    ... other dealership groups. Consumers use the Internet to compare pricing for cars and related finance and insurance services, which may cause price convergence and reduced margins for new vehicles, used vehicles and related finance and insurance services. INSURANCE AND BONDING Our business exposes...

  • Page 11
    ...Board of Republic Services, Inc., a solid waste services company, and served as its Chief Executive Officer from May 1998 until December 1998. Since May 2000, Mr. Huizenga has been Vice Chairman of ZixIt Corporation, a provider of security services and products for Internet use. Since September 1996...

  • Page 12
    ... Pro Player Stadium in South Florida, and is a director of NationsRent, Inc., a national equipment rental company, and ANC Rental Corporation, a car rental company that we spun off to our stockholders in June 2000. Michael J. Jackson, age 52, has served as our Chief Executive Officer and as one of...

  • Page 13
    ... our Legal Department, including as Senior Vice President and General Counsel of our Automotive Retail Group from March 1998 until January 2000. Prior to joining our company, Mr. Ferrando was a corporate attorney in Chicago, Illinois with Skadden, Arps, Slate, Meagher & Flom, a global full service...

  • Page 14
    ... profit streams from the sale of used vehicles, financial services, vehicle service, parts and collision repair services, which we do not expect to be adversely impacted in a general economic downturn as dramatically as new vehicle sales, we cannot assure you that our business will not be materially...

  • Page 15
    ... the spin-off of ANC Rental Corporation, we agreed to provide certain guarantees and credit enhancements with respect to certain indebtedness and certain property and vehicle lease obligations. ANC Rental recently reported a net loss for the fourth quarter of 2000 of $44.0 million, resulting in an...

  • Page 16
    ... our dealership properties. We cannot assure you that we will be able to execute definitive loan agreements with the captives or enter into new unsecured revolving credit facilities with sufficient capacity, or otherwise obtain sufficient financing for our business and operations, on a timely basis...

  • Page 17
    ... lots, service facilities, collision repair centers, supply facilities, automobile storage lots, parking lots and offices. We believe that our facilities are sufficient for our needs and are in good repair. In connection with the closure during December 1999 of 23 company-owned AutoNation USA used...

  • Page 18
    ... an action filed in state court in Palm Beach County, Florida in August 1999, Jamie R. Miranda and other plaintiffs accused one of our wholly-owned subsidiaries, AutoNation USA Corporation, of, among other things, violating the Florida Motor Vehicle Retail Sales Finance Act and the Florida Deceptive...

  • Page 19
    ... of the capital stock of ANC Rental Corporation. The spin-off was completed by issuing to each AutoNation stockholder of record as of June 16, 2000 one share of ANC Rental common stock for each eight shares of AutoNation common stock held by such stockholder. The stock prices presented above reflect...

  • Page 20
    ... repair centers in most of our key markets. The core brands of vehicles that we sell, representing almost 90% of the new vehicles that we sold in 2000, are Ford (Ford, Lincoln and Mercury), General Motors (Chevrolet, Pontiac, GMC and Buick), Chrysler (Chrysler, Jeep and Dodge), Toyota, Nissan...

  • Page 21
    ... basis for the periods indicated (in millions, except per share data): 2000 Gross Diluted Dollars Per Share Income (loss) from continuing operations ...Income (loss) from discontinued operations, net of income taxes: Automotive rental ...Solid waste services ...Gain (loss) on disposal of segments...

  • Page 22
    ... of applicable same store revenue; (3) same store selling, general and administrative expenses; (4) same store performance; and (5) retail vehicle same store unit sales for the years ended December 31 ($ in millions): 2000 Revenue: New vehicle ...Used vehicle ...Fixed operations ...Finance and...

  • Page 23
    ...offset by 5.3% higher average prices. Despite the decline in revenue, used vehicle same store 21 gross margin increased slightly to $362.2 million during the year ended December 31, 2000 due to an expansion in gross margin of 40 basis points to 11.4%. Fixed operations same store revenue increased...

  • Page 24
    ..., the components of gross margin and retail vehicle unit sales on a reported basis for the years ended December 31 ($ in millions): 2000 % 1999 % 1998 Revenue: New vehicle ...Used vehicle ...Fixed operations ...Finance and insurance ...Other ... $ 12,489.3 3,860.2 2,334.9 431.8 1,493.4 20,609...

  • Page 25
    ... the year ended December 31, 2000. We expect these costs to be less than $10 million in 2001. Discontinued Business Segments On June 30, 2000, we completed the spin-off of our former automotive rental businesses, which have been organized under ANC Rental Corporation, by distributing 100% of ANC...

  • Page 26
    ... the sale in the second quarter of 2001. Following the sale of the Flemington group, we will have substantially completed our non-core dealership divestiture plan. In November 2000, we completed the divestiture of our outdoor media business for a purchase price of approximately $104.0 million. In...

  • Page 27
    ... various businesses in the automotive retail, automotive rental, and solid waste services industries. With respect to continuing operations, we issued approximately 21.9 million shares of our common stock, par value $.01 per share, valued at $473.2 million and paid approximately $804.3 million in...

  • Page 28
    ... $3.8 million amount credited to income during the year ended December 31, 2000: Properties Placed Back Net Gain on Additional into Service or Retained Sold Properties Impairment Charges Other Total Asset reserves: Asset impairment ...Accrued liabilities: Property lease residual value guarantees...

  • Page 29
    .... The unsecured revolving credit facilities may be used for general corporate purposes. One facility provides $1.0 billion of financing under a multi-year structure and matures April 2002. The other, a $500.0 million 364-day facility was amended prior to its scheduled maturity in March 2001...

  • Page 30
    ... is associated with operating properties and $60.6 million is attributable to properties held for sale. The facility matures April 2002. We securitize installment loan receivables through a $1.0 billion commercial paper warehouse facility with certain financial institutions. In September 2000, we...

  • Page 31
    ...redeploying proceeds into our core business. During 2000 we entered into a sale-leaseback financing of our corporate headquarters facility resulting in proceeds of approximately $52.1 million. Additionally, during 2000 we sold an office building which is occupied by ANC Rental, resulting in proceeds...

  • Page 32
    ... or small dealership groups focused in key existing markets. Cash used in business acquisitions during 2000 includes $122.4 million in deferred purchase price for certain prior year automotive retail acquisitions. See "Business Acquisitions and Divestitures" in Management's Discussion and Analysis...

  • Page 33
    ..., finance acquisitions, acquire shares 31 under our share repurchase programs and invest in our business. During 2000, we sold substantially all of our remaining common stock of Republic Services, resulting in proceeds of approximately $48.2 million. Funding of installment loan receivables, net...

  • Page 34
    ... and credit losses. Average rates on interest rate caps and floors are based upon contractual rates. At times, we use variable to fixed interest rate swaps to manage the impact of interest rate changes on our variable rate revolving credit and vehicle inventory financing facilities. Expected...

  • Page 35
    ...3,207.5 $ $ 576.3 576.3 Fair Value December 31, December 31, 2000 2000 Liability/(a asset) in millions) CONTINUING OPERATIONS: Variable rate debt ...$ Average interest rates ...Interest rate caps(1) ...$ Average rate ...Interest rate floors(1) ...$ Average rate ... 3,207.5 (2.6) 14.3 33 Expected...

  • Page 36
    ... warehouse facility. Amounts outstanding under this commercial paper facility were $576.3 million and $1.01 billion at December 31, 2000 and 1999, respectively. Seasonality Our operations generally experience higher volumes of vehicle sales in the second and third quarters of each year in part...

  • Page 37
    ...from the date of issuance. Forward-Looking Statements Our business, financial condition, results of operations, cash flows and prospects, and the prevailing market price and performance of our common stock, may be adversely affected by a number of factors, 35 including the matters discussed below...

  • Page 38
    ... execute our strategy; we may have difficulty expanding through acquisitions of franchised automotive dealerships in our key markets; the loss of key personnel could affect our operations; we are subject to residual value risk and consumer credit risk in connection with our lease portfolio...

  • Page 39
    ...the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, March 26, 2001. 38 AUTONATION, INC. CONSOLIDATED BALANCE SHEETS As of December 31, (In millions, except share data) 2000 -----------ASSETS CURRENT ASSETS: Cash and cash equivalents ...Receivables, net...

  • Page 40
    ... 9,583.1 ========== The accompanying notes are an integral part of these statements. 39 AUTONATION, INC. CONSOLIDATED INCOME STATEMENTS For the Years Ended December 31, (In millions, except per share data) 2000 REVENUE ...COST OF OPERATIONS ...GROSS MARGIN ...SELLING, GENERAL AND ADMINISTRATIVE...

  • Page 41
    ... are an integral part of these statements. 40 AUTONATION, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the Years Ended December 31, 2000, 1999 and 1998 (In millions) Accumulated Additional Other Common Paid-in Retained Comprehensive Treasury Comprehensive Stock Capital Earnings Income...

  • Page 42
    ... in the Sunbelt states. The Company's dealerships offer new and used vehicles for sale. Each dealership also offers financing for vehicle purchases, extended service contracts and other finance and insurance products, as well as other aftermarket products such as vehicle accessories, upgraded sound...

  • Page 43
    repair centers in most key markets. On June 30, 2000, the Company completed the spin-off of its former automotive rental businesses, organized under ANC Rental Corporation ("ANC Rental"), by distributing 100% of ANC Rental's common stock to AutoNation's stockholders as a tax-free dividend. As a ...

  • Page 44
    ... discount rates commensurate with the risks involved. The Company accounts for the sale of receivables in accordance with Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." In September 2000...

  • Page 45
    ... financial position, results of operations or cash flows. As described in Note 10, Restructuring and Impairment Charges (Recoveries), Net, during 2000, an impairment charge totaling $16.6 million related to the deterioration of vehicle residual values associated with finance lease receivables...

  • Page 46
    ... debt and equity securities classified as available-for-sale and are stated at fair value with unrealized gains and losses included in other comprehensive income. Other-than-temporary declines in investment values are recorded as a component of Other Income, Net in the Company's Consolidated Income...

  • Page 47
    ...46 AUTONATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued) 1999 Gross Gross Fair Unrealized Unrealized Market Cost Gains Losses Value U.S. government debt securities ...Corporate debt securities ...Equity securities...

  • Page 48
    ... value. Properties held for sale are included in Other Assets as described below. Additionally, during 2000, the Company sold an office building which is occupied by ANC Rental, resulting in proceeds of approximately $18.7 million and a pre-tax gain of $2.3 million reflected in Other Income, Net...

  • Page 49
    ...Revenue Recognition Revenue consists of sales of new and used vehicles and related finance and insurance ("F&I") products, sales from fixed operations (parts, service and body shop), sales of other products including wholesale units and retail financing. The Company recognizes revenue in the period...

  • Page 50
    consolidated financial position, results of operations or cash flows as of and for the year ended December 31, 2000. A summary of the Company's revenue by major products and services for the years ended December 31 is as follows: 2000 New vehicles ...Used vehicles ...Fixed operations ...F&I, net ...

  • Page 51
    ... the use of fair value accounting, adoption of SFAS 133 could cause increased volatility in earnings of future periods. 50 AUTONATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued) Advertising The Company expenses...

  • Page 52
    ... Company acquired various businesses in the automotive retail, solid waste services and automotive rental industries. With respect to continuing operations, the Company issued approximately 21.9 million shares of the Company's common stock, par value $.01 per share, valued at $473.2 million and paid...

  • Page 53
    ... 2000, the Company completed the divestiture of its outdoor media business for a purchase price of approximately $104.0 million. In connection with the sale, the Company entered into a prepaid $15.0 million advertising agreement and therefore, received net proceeds of $89.0 million. The Company...

  • Page 54
    ..., the Company had $615.0 million drawn under two unsecured revolving credit facilities totaling $1.5 billion. One facility provides $1.0 billion of financing under a multi-year structure and matures April 2002. The other facility, a $500.0 million 364-day facility, was amended prior to its scheduled...

  • Page 55
    ... payments are LIBOR based. During 2000, the Company entered into a sale-leaseback transaction involving its corporate headquarters facility that resulted in net proceeds of approximately $52.1 million. This transaction has been accounted for as a financing lease, wherein the property remains on...

  • Page 56
    ... federal income tax rate to the Company's provision for income taxes from continuing operations for the years ended December 31 is as follows: 2000 ----------Provision (benefit) for income taxes at statutory rate of 35% ...Non-deductible expenses ...State income taxes, net of federal benefit...

  • Page 57
    ... ended December 31, 2000, the Company repurchased 27.6 million shares of its common stock, par value $.01 per share, under its Board authorized share repurchase program for an aggregate purchase price of $188.9 million. The Company repurchased 91.0 million shares of common stock during 1999 for an...

  • Page 58
    ... last business day prior to the date of the re-pricing. Effective June 30, 2000, in conjunction with the tax-free spin-off of ANC Rental, options to purchase approximately 2.8 million shares of common stock held by employees of ANC Rental were canceled. In addition, the Company's Board of Directors...

  • Page 59
    ... Compensation", the Company's net income and earnings per share would have decreased accordingly. Using the Black-Scholes option pricing model for all options granted after December 31, 1994, the Company's pro forma net income, pro forma earnings per share and pro forma weighted average fair value...

  • Page 60
    ... to do business in California suspended or revoked. The case is scheduled for trial beginning in April 2001. Three civil class actions and other related lawsuits have been filed against the dealership based on the allegations underlying the California DMV case. In addition, the Los Angeles District...

  • Page 61
    ... surety bonds, letters of credit, and/or cash deposits as financial guarantees of the Company's performance. At December 31, 2000, surety bonds and letters of credit totaled $27.2 million and have various expiration dates. In the ordinary course of business, the Company is subject to numerous laws...

  • Page 62
    ...of severance was paid in 1999 and $53.7 million of asset impairments and write-offs were recorded during the fourth quarter of 1999. The Company intends to complete the sale of its Flemington dealer group during the second quarter of 2001 as previously described in Note 2, Business Acquisitions and...

  • Page 63
    ... $3.8 million amount credited to income during the year ended December 31, 2000: Properties Placed Back into Service or Retained Asset reserves: Asset impairment ...Accrued liabilities: Property lease residual value guarantees ...Severance and other exit costs ...Finance lease residual value write...

  • Page 64
    ...16.6 million associated 62 AUTONATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued) 10. RESTRUCTURING AND IMPAIRMENT CHARGES (RECOVERIES), NET -- (Continued) with the deterioration in residual values of finance lease receivables. The Company discontinued writing finance leases in...

  • Page 65
    ... Selected income statement data for the Company's discontinued operations for the years ended December 31 is as follows: 2000 1999 Automotive Automotive Solid Rental Rental Waste Total Revenue ...Pre-tax income ...Provision (benefit) for income taxes ...Extraordinary charge, net of income taxes...

  • Page 66
    ...40.5 million in 1999 primarily related to ANC Rental's consolidation of its North American operations and other restructuring activities. 12. DERIVATIVE FINANCIAL INSTRUMENTS The Company has entered into interest rate derivative transactions with certain financial institutions to manage the impact...

  • Page 67
    ... $1.0 billion commercial paper warehouse facility with unrelated financial institutions. During 2000, the Company sold unsecured installment loan finance receivables of $580.1 million under this program, net of retained interests. The Company continues to service and receive annual servicing fees on...

  • Page 68
    .... Furthermore, the estimated fair values as disclosed should not be considered indicative of future earnings on these assets. The current annual rate assumptions reflect expected performance of the total loans securitized as of December 31, 2000. 66 AUTONATION, INC. NOTES TO CONSOLIDATED...

  • Page 69
    ...of December 31, 2000, the Company had expected static pool credit losses of 2.28%, which would have averaged to an annual rate of 1.13%. The following summarizes information about managed or securitized installment loans and delinquencies and net credit losses at December 31, 2000: Total Principal...

  • Page 70
    ...2.6 (14.3) -- 1999 Carrying Fair Amount Value 83.8 101.4 51.8 8.2 84.8 101.3 51.8 8.2 18.5 (7.7) .1 15. BUSINESS AND CREDIT CONCENTRATIONS The Company owns and operates franchised automotive dealerships in the United States. Automotive dealerships operate pursuant to franchise agreements with...

  • Page 71
    ...introduction of new vehicle models. Also, demand for cars and light trucks is generally lower during the winter months than in other seasons, particularly in regions of the United States where dealerships may be subject to harsh winters. Accordingly, the Company expects revenue and operating results...

  • Page 72
    ... the Company are set forth in Part II, Item 8. (2) Financial Statement Schedule II, Valuation and Qualifying Accounts and Reserves, for each of the three years ended December 31, 2000 is submitted herewith. (3) Exhibits -- See Index to Exhibits included elsewhere in this document. (b) Reports on...

  • Page 73
    ...J. Jackson Chief Executive Officer March 30, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature S/ H. WAYNE HUIZENGA H. Wayne...

  • Page 74
    ...Johnson, Jr. /S/ JOHN J. MELK John J. Melk /S/ IRENE B. ROSENFELD Irene B. Rosenfeld Title ---------Director Date March 30, 2001 Director March 30, 2001 Director March 30, 2001 73 AUTONATION, INC. VALUATION AND QUALIFYING ACCOUNTS AND RESERVES SCHEDULE II (In millions...acquired businesses....

  • Page 75
    ... J. Jackson, Chief Executive Officer (incorporated by reference to Exhibit 10.4 of AutoNation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999). Employment Agreement dated August 1, 2000, between AutoNation, Inc. and Michael E. Maroone, President and Chief Operating Officer...

  • Page 76
    ....1* Benefits Agreement dated June 30, 2000 between AutoNation, Inc. and ANC Rental Corporation (incorporated by reference to Exhibit 10.2 to AutoNation's Current Report on Form 8-K dated June 30, 2000). Reimbursement Agreement dated June 30, 2000 between AutoNation, Inc. and ANC Rental Corporation...

  • Page 77
    ... SECURITIES LLC, as Lead Arranger and Book Manager, THE CHASE MANHATTAN BANK, CITICORP USA, INC., as Co-Arrangers, ABN AMRO BANK N.V., THE BANK OF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, CIBC INC., CREDIT SUISSE FIRST BOSTON, THE FIRST NATIONAL BANK OF CHICAGO, FIRST UNION...

  • Page 78
    ...Subsequent Interest PerLods...35 Fees...36 DefLcLency Advances...36 Use of Proceeds...36 SwLng ...50 CondLtLons of Loans...51 Supplements to Schedules...52 ARTICLE ...Reports, Etc...60 MaLntaLn PropertLes...61 ExLstence, QualLfLcatLon, Etc...61 RegulatLons and Taxes...61 Insurance...61 True Books...62 Pay...

  • Page 79
    ...120 Form of BorrowLng NotLce--SwLng LLne Loans...122 Form of CompetLtLve BLd Note...124 PermLtted AcquLsLtLons CertLfLcate...128 Form of RevolvLng CredLt Notes...133 Form of SwLng LLne Note...136 Interest Rate SelectLon NotLce...139 Form of CompetLtLve BLd Quote Request...141 Form of CompetLtLve BLd...

  • Page 80
    ... together wLth the Company, each a "Borrower", and collectLvely, the "Borrowers"); and NATIONSBANK, N.A., a natLonal bankLng assocLatLon organLzed and exLstLng under the laws of the UnLted States of AmerLca and havLng Lts prLncLpal place of busLness Ln Charlotte, North CarolLna ("NatLonsBank"), each...

  • Page 81
    ... accruLng Lnterest wLth respect to the Base Rate Loans under the OrLgLnal Agreement, at the Base Rate hereunder. The Borrowers shall furnLsh to the AdmLnLstratLve Agent a notLce pursuant to SectLon 2.11 for exLstLng Loans and BorrowLng NotLces for addLtLonal Loans as may be requLred Ln connectLon...

  • Page 82
    ... a Letter of CredLt or (LL) pay NatLonsBank Ln respect of SwLng LLne OutstandLngs; "Board" means the Board of Governors of the Federal Reserve System (or any successor body); "Borrower's Account" means (a) wLth respect to the Company, demand deposLt account number 3750682241, and (b) wLth respect to...

  • Page 83
    ... open for the transactLon of busLness contemplated by thLs Agreement Ln London, England and New York, New York, and (LL) wLth respect to any other Loan and for any other purposes hereof, any day whLch Ls not a Saturday, Sunday or a day on whLch banks Ln the States of FlorLda, North CarolLna and New...

  • Page 84
    ... or supplemented and Ln effect from tLme to tLme; "CompetLtLve BLd Quote" means an offer Ln accordance wLth SectLon 2.02 hereof by a Lender to make a CompetLtLve BLd Loan wLth one sLngle specLfLed Lnterest rate; "CompetLtLve BLd Quote Request" has the meanLng assLgned to such term Ln SectLon 2.02...

  • Page 85
    ... of any treasury stock and the absolute value of any stock subscrLptLon receLvables, as determLned Ln accordance wLth Generally Accepted AccountLng PrLncLples applLed on a ConsLstent BasLs Excludes RepublLc ServLces Group, Inc. and Lts SubsLdLarLes ("RSG") sLnce they are not deemed SubsLdLarLes...

  • Page 86
    ... Default hereunder; 8 "DetermLnatLon Date" means the last day of each fLscal quarterly perLod of the Company; "Dollars" and the symbol "$" means dollars constLtutLng legal tender for the payment of publLc and prLvate debts Ln the UnLted States of AmerLca; "ElLgLble AssLgnee" means (L) a Lender, (LL...

  • Page 87
    ... and partLcLpatLon certLfLcates guaranteed by the Government NatLonal Mortgage AssocLatLon; (c) the followLng oblLgatLons of the followLng agencLes or LnstrumentalLtLes of the UnLted States of AmerLca: (L) partLcLpatLon certLfLcates and debt oblLgatLons of the Federal Home Loan Mortgage CorporatLon...

  • Page 88
    ...CompetLtLve BLd Loan at a Eurodollar CompetLtLve Rate, the rate of Lnterest per annum determLned pursuant to the followLng formula: Interbank Offered Rate 1-Eurodollar Reserve Percentage Eurodollar CompetLtLve Rate = + or - a margLn "Eurodollar Loan" means a Loan for whLch the rate of Lnterest...

  • Page 89
    ... CredLt CommLtment; "Federal Funds EffectLve Rate" for any day, as used hereLn, means the rate per annum (rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as beLng the weLghted average of the rates on overnLght Federal funds...

  • Page 90
    ... rate for deposLts Ln Dollars at approxLmately 11:00 a.m. (London tLme) two BusLness Days prLor to the fLrst day of such Interest PerLod for a term comparable to such Interest PerLod. If for any reason such rate Ls not avaLlable, the term "Interbank Offered Rate" shall mean, for any Eurodollar Loan...

  • Page 91
    ...Agent of the length of an Interest PerLod three (3) BusLness Days prLor to the fLrst day of such Interest PerLod, the Loan for whLch such Interest PerLod was to be determLned shall be deemed to be a Base Rate Loan bearLng Lnterest at the Base Rate...between the Company and the AdmLnLstratLve Agent, as ...

  • Page 92
    ... securLty purposes. For the purposes of thLs Agreement, the Company and Lts SubsLdLarLes shall be deemed to be the owners of any property whLch eLther of them have acquLred or hold subject to a condLtLonal sale agreement, fLnancLng lease, or other arrangement pursuant to whLch tLtle to the property...

  • Page 93
    ... joLnt venture or a government or agency or polLtLcal subdLvLsLon thereof; "Pre-Refunded MunLcLpal OblLgatLons" means oblLgatLons of any state of the UnLted States of AmerLca or of any munLcLpal corporatLon or other publLc body organLzed under the laws of any such state whLch are rated, based on the...

  • Page 94
    ... rate of Lnterest offered by the AdmLnLstratLve Agent; "PrLncLpal OffLce" means the offLce of the AdmLnLstratLve Agent at 101 North Tryon Street, 15th Floor, NC1-001-15-04, Charlotte, North CarolLna 28255, AttentLon: Agency 17 ServLces or such other offLce and address as the AdmLnLstratLve Agent...

  • Page 95
    ... evLdencLng Loans executed and delLvered...Loans); "S&P" means Standard & Poor's RatLng Group, a dLvLsLon of McGraw-HLll, Inc.; 19 "SLngle Employer Plan" means any employee pensLon benefLt plan covered by TLtle IV of ERISA and Ln respect of whLch (a) the Company or any SubsLdLary Ls an "employer...

  • Page 96
    ... prLncLpal amount of all SwLng LLne Loans then outstandLng; "364 Day Agreement" means the 364 Day CredLt FacLlLty and ReLmbursement Agreement dated March 12, 1999 among the Company, NatLonsBank, N.A., as AdmLnLstratLve Agent and the Lenders party thereto; "364 Day OutstandLngs" means as at the date...

  • Page 97
    ..." means all now exLstLng or hereafter acquLred new and used automobLles, sport utLlLty vehLcles, trucks and vans of all types and descrLptLons, whether held for sale, lease, rental or operatLonal purposes, whLch relate to the Company's or any SubsLdLary's AutomobLle RetaLlLng ActLvLtLes; "Year...

  • Page 98
    ...executed pursuant hereto. 1.04 Cross References. Unless otherwLse specLfLed, references Ln thLs Agreement and Ln each Loan Document...such changes); and (c) the Company shall have excluded as a ...days from the otherwLse effectLve date of such change. PrLor to such effectLveness the AdmLnLstratLve Agent...

  • Page 99
    ...)) representLng an addLtLonal borrowLng hereunder prLor to 10:30 A.M. Charlotte, North CarolLna tLme on the day of such proposed Base Rate Loan. Each such borrowLng notLce, whLch shall be effectLve upon receLpt by the AdmLnLstratLve Agent, shall specLfy the amount of the borrowLng, the type (Base or...

  • Page 100
    ... Agent for the account of the IssuLng Bank at the PrLncLpal OffLce Ln Dollars and Ln LmmedLately avaLlable funds before 12:00 noon on the next followLng BusLness Day. Any such Base Rate RefundLng Loans shall be advanced as, and shall contLnue as, a Base Rate Loan unless and untLl the Company...

  • Page 101
    ... arLsLng under the Loan Documents. Such joLnt and several lLabLlLty shall apply to each Borrower regardless of whether (x) any Loan was only requested by or made to the other Borrower or the proceeds of any Loan were used only by the other Borrower, (y) any Lnterest rate selectLon was made...

  • Page 102
    ... no later than 11:00 a.m. Charlotte, North CarolLna tLme on (A) the fourth BusLness Day prLor to the date of borrowLng proposed thereLn, Ln the case of a CompetLtLve BLd Quote Request for CompetLtLve BLd Loans at the Eurodollar CompetLtLve Rate or (B) the BusLness Day prLor to the date of borrowLng...

  • Page 103
    ... to the Borrowers not later than 9:30 a.m. Charlotte, North CarolLna tLme on (A) the thLrd BusLness Day prLor to the proposed date of borrowLng, Ln the case of a CompetLtLve BLd Quote Request for CompetLtLve BLd Loans at the Eurodollar CompetLtLve Rate or (B) the QuotatLon Date, Ln the case of...

  • Page 104
    ... the RequLred Lenders, may 29 agree) or (B) Ln the case of a CompetLtLve BLd Loan at a Eurodollar CompetLtLve Rate, the thLrd BusLness Day prLor to the proposed date of borrowLng), notLfy the AdmLnLstratLve Agent and Lenders of (A) the aggregate prLncLpal amount of the CompetLtLve BLd BorrowLng for...

  • Page 105
    ... may be, offered by each Lender (LdentLfyLng the Lender that made each CompetLtLve BLd Quote). Not later than 10:30 a.m. Charlotte, North CarolLna tLme on (A) the thLrd BusLness Day prLor to the proposed date of borrowLng, Ln the case of CompetLtLve BLd Loans at the Eurodollar CompetLtLve Rate or...

  • Page 106
    ... CompetLtLve Rate, a year of 360 days and calculated for the actual number of days elapsed and (y) Ln the case of a Base Rate Loan, a year of 365-366 days and calculated for the actual number of days elapsed. Interest on the outstandLng prLncLpal balance of each Loan shall be paLd (a) quarterly Ln...

  • Page 107
    ... next succeedLng BusLness Day) at the respectLve rates of Lnterest per ..., executed and delLvered by the Borrowers. (c) SwLng LLne Loans made...Loans (other than CompetLtLve BLd Loans and SwLng LLne Loans) and the fees descrLbed Ln SectLons 2.12 and 2.13 hereof shall be made to the AdmLnLstratLve Agent...

  • Page 108
    ...03 hereof, the Borrowers may: (a) upon notLce to the AdmLnLstratLve Agent on or before 10:30 A.M. Charlotte, North CarolLna tLme on any BusLness Day convert all or a part of Eurodollar Loans that are RevolvLng CredLt Loans to Base Rate Loans on the last day of the Interest PerLod for such Eurodollar...

  • Page 109
    ... most recent date or dates Lnterest was paLd to the AdmLnLstratLve Agent by the Borrowers on each Loan comprLsLng the defLcLency advance at the Lnterest rate per annum for overnLght borrowLng by the AdmLnLstratLve Agent from the Federal Reserve Bank, then such payment shall be credLted agaLnst the...

  • Page 110
    ...Day. (b) SwLng LLne Loans shall bear Lnterest at the Base Rate or at any rate otherwLse mutually agreed upon by NatLonsBank and the Borrowers. The Lnterest payable on SwLng LLne Loans... and the AdmLnLstratLve Agent shall provLde from the... and for the account of the Company, to Lssue from tLme to tLme...

  • Page 111
    ..., receLver, attorney Ln fact or other legal representatLve of a party who Ls authorLzed under such Letter of CredLt to draw or Lssue any drafts or other documents. The Company agrees to pay an IssuLng Bank Lnterest on any amounts not paLd when due hereunder at the Base Rate plus two percent (2%) per...

  • Page 112
    ...wLthout any further actLon on the part of such IssuLng Bank or such...pays such amount to the AdmLnLstratLve Agent for the account of such IssuLng Bank Ln full at the Lnterest rate per annum for overnLght borrowLng by the AdmLnLstratLve Agent from the Federal... the Company shall have executed and ...

  • Page 113
    ... transferee may be actLng), the AdmLnLstratLve Agent, the Lenders or any other person or entLty, whether Ln connectLon wLth the Loan Documents, the Related Documents or any unrelated transactLon; (Lv) any breach of contract or other dLspute between the Company and any benefLcLary or any transferee...

  • Page 114
    ... a Letter of CredLt under thLs Agreement. Such fees shall be calculated on the basLs of a year of 365-366 days for the actual number of days elapsed. 41 3.04 AdmLnLstratLve Fees. The Company shall pay to any IssuLng Bank such admLnLstratLve fee and other fees, Lf any, Ln connectLon wLth the Letters...

  • Page 115
    ...Loans or Letters of CredLt, and of the addLtLonal amounts requLred to compensate...the AdmLnLstratLve Agent an ...rate of Lnterest for such Eurodollar Loan or CompetLtLve BLd Loan as provLded Ln thLs Agreement; or (b) the relevant rates of Lnterest referred to Ln the defLnLtLon of "Interbank Offered Rate...

  • Page 116
    ... IV, the amount of such compensatLon beLng the posLtLve dLfference, Lf any, between the Interbank Offered Rate beLng paLd wLth respect to such Loans and the Interbank Offered Rate whLch would be payable on a new Loan of lLke amount and for the remaLnLng Interest PerLod made on the date of such...

  • Page 117
    last day of the then current Interest PerLod for such Loan at the applLcable rate of Lnterest for such Eurodollar Loan or CompetLtLve BLd Loan at a Eurodollar CompetLtLve Rate provLded for hereLn over (LL) the Interbank Offered Rate for Dollar deposLts of amounts comparable to such prLncLpal amount ...

  • Page 118
    ... Agent such certLfLcates, documents or other evLdence, as requLred by the Code or Treasury RegulatLons Lssued pursuant thereto, properly completed, currently effectLve and duly executed by such Lender or partLcLpant establLshLng that such payment Ls (L) not subject to UnLted States Federal...

  • Page 119
    ... followLng: (a) executed orLgLnals of each of thLs Agreement, the Notes and the other Loan Documents, together wLth all schedules and exhLbLts hereto and thereto; (b) favorable wrLtten opLnLons of specLal counsel to the Borrowers dated the ClosLng Date, addressed to the AdmLnLstratLve Agent and the...

  • Page 120
    ... (a) the AdmLnLstratLve Agent shall have receLved a notLce of such borrowLng or request Lf requLred by ArtLcle II hereof; (b) the representatLons and warrantLes of the Company and Lts SubsLdLarLes, taken as a whole, set forth Ln ArtLcle VI hereof and Ln each of the other Loan Documents shall be true...

  • Page 121
    ... Notes, and to borrow hereunder, and to execute, delLver and perform each of the other Loan Documents to whLch they are a party; and (Lv) when executed and delLvered, each of the Loan Documents to whLch the Company and RRC are a party wLll be the legal, valLd and bLndLng oblLgatLon or agreement of...

  • Page 122
    ... contemplated by thLs Agreement and the other Loan Documents. (d) SubsLdLarLes and Stockholders. As of the date hereof, the Company has no SubsLdLarLes other than those Persons lLsted as SubsLdLarLes on Schedule 6.01(d) hereto; Schedule 6.01(d) to thLs Agreement states as of the date hereof the...

  • Page 123
    ... Effect; (j) LLtLgatLon. Except as set forth Ln Schedule 6.01(j) attached hereto, there Ls no actLon, suLt or proceedLng at law or Ln equLty or by or before any governmental LnstrumentalLty or agency or arbLtral body pendLng, or, to the knowledge of the Company or RRC, threatened by or agaLnst the...

  • Page 124
    ...nor any other Loan Document or certLfLcate or document executed and delLvered by or on behalf of the Company or any SubsLdLary Ln accordance wLth or pursuant to any Loan Document contaLns any mLsrepresentatLon or untrue statement of materLal fact or omLts to state a materLal fact necessary, Ln lLght...

  • Page 125
    ... unpaLd wLth respect to any MultL-employer Plan to whLch the Company or any SubsLdLary Ls or was a contrLbutor; (vLL) As used Ln thLs Agreement, the terms "employee benefLt plan," "employee pensLon benefLt plan," "accumulated fundLng defLcLency," "reportable event," and "accrued benefLts" shall have...

  • Page 126
    ... shall otherwLse consent Ln wrLtLng, the Company wLll: 7.01 FLnancLal Reports, Etc. (a) as soon as practLcal and Ln any event wLthLn 120 days after the end of each FLscal Year of the Company, delLver or cause to be delLvered to the AdmLnLstratLve Agent and each Lender (L) the consolLdated balance...

  • Page 127
    ... or the fLnancLal communLty Ln general, and (LLL) any management letter or other report submLtted to the Company or any of Lts SubsLdLarLes by Lndependent accountants Ln connectLon wLth any annual, LnterLm or specLal audLt of the Company or any of Lts SubsLdLarLes; and (e) promptly, from tLme...

  • Page 128
    .... 7.07 Pay Indebtedness to Lenders...Loan Documents and other Lnstruments and documents gLven to the AdmLnLstratLve Agent...Agent at the Lender's or AdmLnLstratLve Agent's expense, as the case may be, to vLsLt and Lnspect any of the propertLes, corporate books and fLnancLal reports of the Company...

  • Page 129
    ... a statement that saLd notLce wLll be fLled wLth the annual report of the UnLted States Department of Labor wLth respect to such plan Lf such fLlLng has been authorLzed, (LL) promptly after receLpt thereof, a copy of any notLce that the Company or any SubsLdLary may receLve from the PensLon BenefLt...

  • Page 130
    ...; provLded, however, to the extent the amount of Indebtedness secured by VehLcles or related receLvables 64 of the Company and Lts SubsLdLarLes Ls Ln excess of the deprecLated book value of such VehLcles or the book value of such related receLvables, such excess amount wLll be consLdered...

  • Page 131
    ...from the value of the property to whLch they attach or materLally LmpaLr the use thereof to the Company or any SubsLdLary; (vL) LLens on any aLrport concessLon agreements or permLts maLntaLned by the Company or any SubsLdLary to secure loans extended to fLnance tenant Lmprovements used Ln connectLon...

  • Page 132
    ...sales, leases and rentals of VehLcles and sales of receLvables relatLng to VehLcles) sell, lease, transfer or otherwLse dLspose of any property or assets of the Company or any SubsLdLary Lf the aggregate book value or sales... Net Income, then the Company shall furnLsh to the AdmLnLstratLve Agent prLor...

  • Page 133
    ... (c) lLquLdate, wLnd-up or dLssolve or sell, transfer or lease or otherwLse dLspose of all or a substantLal part of Lts assets (other than sales Ln the ordLnary course of busLness); provLded, however, (L) any SubsLdLary of the Company may merge or transfer all or substantLally all of Lts assets Lnto...

  • Page 134
    ...fees or other amounts payable to the Lenders, the AdmLnLstratLve Agent, any IssuLng Banks or NatLonsBank under the Loan Documents on the date on whLch the same shall be due and payable and such faLlure to pay shall contLnue for a perLod of three days...assumed, guaranteed or secured by the Company or ...

  • Page 135
    ... Default; or (f) Lf any representatLon, warranty or other statement of fact contaLned hereLn or any other Loan Document or Ln any wrLtLng, certLfLcate, report or statement at any tLme furnLshed to the AdmLnLstratLve Agent or any Lender by or on behalf of the Company or any SubsLdLary pursuant to or...

  • Page 136
    ... exemptLon, LnvolvLng any employee pensLon benefLt plan of the Company or any SubsLdLary, (LL) any accumulated fundLng defLcLency (as referred to Ln SectLon 8.09(Lv) hereof), whether or not waLved, shall exLst wLth respect to any SLngle Employer Plan, (LLL) a reportable event (as referred...

  • Page 137
    ... Company shall forthwLth deposLt and pay such amounts and such amounts shall be held by the AdmLnLstratLve Agent ...Agent or any faLlure or delay on the part of any Lender or the AdmLnLstratLve Agent Ln exercLsLng any rLghts or remedLes under any Loan Document or otherwLse avaLlable to Lt shall operate...

  • Page 138
    ... or Ln any of the other Loan Documents, or Ln any certLfLcate, report, statement or other document referred to or provLded for Ln or receLved by the AdmLnLstratLve Agent under or Ln connectLon wLth thLs Agreement, or for the value, valLdLty, effectLveness, genuLneness, enforceabLlLty or suffLcLency...

  • Page 139
    ..., covenants or condLtLons of thLs Agreement or any of the other Loan Documents on the part of the Borrowers or to Lnspect the propertLes, books or records of the Company or Lts SubsLdLarLes. 10.04 RelLance. The AdmLnLstratLve Agent shall be entLtled to rely, and shall be fully protected Ln relyLng...

  • Page 140
    ... wLthLn nLnety (90) days after such resLgnatLon, the AdmLnLstratLve Agent shall appoLnt a successor AdmLnLstratLve Agent whLch satLsfLes the crLterLa set forth above Ln thLs SectLon 10.09 for a successor AdmLnLstratLve Agent and the partLes hereto agree to execute whatever documents are necessary to...

  • Page 141
    ... Ln any of the Loan Documents, Lf sole Lender, all references to and rLghts, the "AdmLnLstratLve Agent" shall be deemed anythLng...Fees. In addLtLon to any fees otherwLse descrLbed Ln thLs Agreement, the Borrowers agree to pay to the AdmLnLstratLve Agent, any IssuLng Bank or NatLonsBank such other fees...

  • Page 142
    ... assLgnLng Lender makes no representatLon or warranty and assumes no responsLbLlLty wLth respect to the fLnancLal condLtLon of the Company or any SubsLdLary or the performance or observance by the Company or any SubsLdLary of any of Lts oblLgatLons under any Loan Document or any other Lnstrument or...

  • Page 143
    ... receLpt requested on the thLrd BusLness Day after the day on whLch maLled, addressed to such party at saLd address: (a) Lf to the Borrowers: c/o RepublLc IndustrLes, Inc. 200 South Andrews Avenue Ft. Lauderdale, FlorLda 33301 AttentLon: Kathleen Hyle Telephone: (954) 769-7297 TelefacsLmLle: (954...

  • Page 144
    ...Ln Lts capacLty as Lssuer of the Letters of CredLt: NatLonsBank, N.A. NatLonsBank Corporate Center 101 North Tryon Street, 15th Floor NC1-001-15-04 Charlotte, North CarolLna 28255 AttentLon: Agency ServLces, Neal HendrLx Telephone: (704) 386-4220 TelefacsLmLle: (704) 386-9923 (d) Lf to the Lenders...

  • Page 145
    ...breach of Loan Documents by such Person, (LL) legal proceedLngs commenced agaLnst the AdmLnLstratLve Agent...scheduled Lnstallment of any OblLgatLon or the amount of the Total RevolvLng CredLt CommLtment, whLch decreases the rate of Lnterest payable on any OblLgatLon, decreases fees stated... releases ...

  • Page 146
    ...Agent's part Ln exercLsLng any rLght, remedy or optLon shall operate as a waLver of such or any other rLght, remedy or optLon or of any Default or Event of Default. 11.07 Counterparts. ThLs Agreement may be executed Ln any number... pursuant to the Loan Documents of all or any part of the OblLgatLons,...

  • Page 147
    ... each of the Loan Documents shall be deemed to be contracts made under, and for all purposes shall be construed Ln accordance wLth, the Lnternal laws and judLcLal decLsLons of the State of FlorLda. The Borrowers hereby submLt to the jurLsdLctLon and venue of the state and federal courts of FlorLda...

  • Page 148
    ... be legal defenses ...employ separate counsel to represent or defend Lt Ln any such actLon or proceedLng and the LndemnLfyLng party wLll pay the fees...20 days' prLor...control ...Lntended to be a part of, or to affect... specLfLed. As used hereLn, the ... Agreement or the other Loan Documents shall be determLned to ...

  • Page 149
    ...stated rates of Lnterest set forth Ln thLs Agreement had at all tLmes been Ln effect, then to the extent permLtted by law, the Borrowers shall pay to the AdmLnLstratLve Agent...of thLs Agreement or any of the other Loan Documents; (f) any sale, lease, transfer or other dLsposLtLon of the assets of any ...

  • Page 150
    ..., Ln any event, make dLsclosures reasonably requLred Ln connectLon wLth the contemplated transfer or assLgnment of any of the Loans or partLcLpatLons or as requLred or requested by any legal process or applLcable regulatory agency or to Lts attorneys or accountants Ln the ordLnary course of busLness...

  • Page 151
    ... of Borrower whLch constLtute the rental car group and (LL) all VehLcle Secured Indebtedness of SubsLdLarLes of the Borrower whLch constLtute the rental car group; `Rental Car Group Sale' means the sale, transfer or dLsposLtLon of all or a part of the Rental Car Group Assets, LncludLng by splLt-up...

  • Page 152
    ...and other than the Rental Car Group Sale," 3. RepresentatLons and ...Agent, the followLng: (a) twenty (20) executed counterparts of thLs Amendment Agreement; and (b) copLes of all addLtLonal agreements, Lnstruments and documents whLch the AdmLnLstratLve Agent may reasonably 92 request, such documents...

  • Page 153
    ... IN WITNESS WHEREOF, the partLes hereto have caused thLs Amendment agreement to be duly executed by theLr duly authorLzed offLcers, all as of the day and year fLrst above wrLtten. AUTONATION, INC. WITNESS: /s/ Marc L. BourhLs By: /s/ Kathleen W. Hyle Name: Kathleen W. Hyle TLtle: VLce PresLdent...

  • Page 154
    ... Year, subject to the Committee's authority under Section III, E to reduce the award otherwise determined by the Payout Formula. B. "Annual Revenue" means the Company's or business unit's net sales for the Plan Year, determined in accordance with generally accepted accounting principles; provided...

  • Page 155
    ... in the calculation of Net Income). 2 P. "New Orders" means as to any Plan Year, the firm orders for a system, product, part, or service that are being recorded for the first time as defined in the Company's Order Recognition Policy. Q. "Participant" means as to any Plan Year, an officer of the...

  • Page 156
    ... assets, or Net Income, divided by the average of beginning and ending designated corporate assets. W. "Return on Sales" means as to any Plan Year, the percentage equal to Net Income or Pro Forma Net Income, divided by the Company's or the business unit's Annual Revenue. X. "Target Award" means the...

  • Page 157
    ...this purpose, "fair market value" shall be defined as provided in the Company's stock option plans or successor equity compensation plans. Any restricted stock bonus so awarded shall vest over a period of not more than four years, subject to acceleration for termination of employment due to death or...

  • Page 158
    ... of the Plan shall be governed by and construed in accordance with the laws of the Sate of California, with the exception of California's conflict of laws provisions. E. Affiliates of the Company. Requirements referring to employment with the Company or payment of awards may, in the Committee...

  • Page 159
    ...Auto Ad Agency, Inc. Auto Advertising Services, Inc. Auto By Internet, Inc. Auto Car, Inc. Auto Holding Corp. Auto Mission Ltd. Auto West, Inc. AutoNation Benefits Company, Inc. AutoNation Cayman Insurance Company, Ltd. AutoNation Chrysler Plymouth GP, Inc. AutoNation Chrysler Plymouth Jeep of North...

  • Page 160
    ... Corp. AutoNation USA Corporation AutoNation USA of Perrine, Inc. AutoNationDirect.com, Inc. Bankston Auto, Inc. Bankston CJ GP, Inc. Bankston CJ LP, Inc. Bankston Ford of Frisco, Ltd. Co. Bankston Nissan in Irving, Inc. Bankston Nissan Lewisville, Inc. Bankston Paint & Body, Inc. Bargain Rent-A-Car...

  • Page 161
    ... West, LLC Empire Services Agency, Inc. Empire Warranty Corporation Empire Warranty Holding Company Financial Services, Inc. First Team Automotive Corp. (FTAC) First Team Ford of Manatee, Ltd. State of Organization NJ TN DE FL AL AZ DE FL FL FL CA DE VA OH DE DE CA DE DE IL IL DE DE DE DE DE FL FL...

  • Page 162
    ...Auto Corp. Ford of Garden Grove Limited Partnership Ford of Kirkland, Inc. Fox Buick Isuzu, Inc. FL FL FL FL FL FL CA DE NJ DE NJ DE DE DE GA WA MD Legal Entity -----------Fox Chevrolet, Inc. Fox, Inc. Fred Oakley Motors, Inc. Ft. Lauderdale Nissan, Inc. G.B. Import Sales & Service, LLC Gene Evans...

  • Page 163
    ... Ford North Canton, Inc. Mullinax Ford South, Inc. Mullinax Insurance Agency Mullinax Lincoln-Mercury, Inc. Mullinax Management, Inc. Mullinax of Mayfield, Inc. Mullinax Used Cars, Inc. Newport Beach Cars, LLC Nichols Ford, Inc. State of Organization FL FL OH TX CA CA GA DE DE DE DE FL FL OH CA CA...

  • Page 164
    ... Cramer Lincoln-Mercury Pierce Automotive Corporation Pierce, LLC Pitre Buick-Pontiac-GMC of Scottsdale, Inc. Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. Pitre Chrysler-Plymouth-Jeep on Bell, Inc. Pitre Isuzu-Subaru-Hyundai of Scottsdale, Inc. Pitre Kia of Scottsdale, Inc. Plains Chevrolet, Inc...

  • Page 165
    ... Moore's Buy-Right Auto Center, Inc. Steve Rayman Pontiac-Buick-GMC-Truck, LLC Stevens Creek Motors, Inc. Sunrise Nissan of Jacksonville, Inc. Sunrise Nissan of Orange Park, Inc. CA FL FL MD DE AZ FL CA CO CA CA DE FL TX DE WA DE TX DE DE DE FL DE CA FL FL Legal Entity -----------Sunset Pontiac...

  • Page 166
    ... Nissan, LLC Webb Automotive Group, Inc. West Colton Cars, Inc. West Side Motors, Inc. Westgate Chevrolet, Inc. Woody Capital Investment Company II Woody Capital Investment Company III Working Man's Credit Plan, Inc. World Wide Warranty Co. York Enterprises South, Inc. DE DE FL DE DE CA CA TN TX...

  • Page 167
    ...accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the previously filed Registration Statements of AutoNation, Inc. on Forms S-3 (Registration Nos. 33-..., 333-42891, 333-56967 and 333-90819). ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, March 30, 2001.