AutoNation 2009 Annual Report Download

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Table of Contents








¨ 




 
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

 
(Address of principal executive offices) (Zip Code)



 
 

 ¨
 ¨

 ¨

 ¨¨



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Table of contents

  • Page 1
    ...a shell company (as defined in Rule 12n-2 of the Exchange Act). Yes ¨ No  As of June 30, 2009, the aggregate market value of the common stock of the registrant held ny non-affiliates was approximately $1.7 nillion nased on the closing price of the common stock on the New York Stock Exchange on...

  • Page 2
    ... Financial Disclosure Controls and Procedures Other Information 18 20 21 51 52 88 88 88 PTRT III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 3
    ... vehicles that we sold in 2009, are manufactured ny Toyota, Ford, Honda, Nissan, General Motors, Mercedes, BMW, and Chrysler. We offer a diversified range of automotive products and services, including new vehicles, used vehicles, parts and automotive services, and automotive finance and insurance...

  • Page 4
    ... 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...

  • Page 5
    ... 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...

  • Page 6
    ...; "Desert" in Las Vegas, Nevada; "Team" in Atlanta, Georgia; "Mike Shad" in Jacksonville, Florida; "Donns" in Memphis, Tennessee; "Fox" in Baltimore, Maryland; "Mullinax" in Cleveland, Ohio; "Appleway" in Spokane, Washington; "Champion" in South Texas; "Power" in Southern California and Arizona; and...

  • Page 7
    ... relating to our management, operation, advertising and marketing, and acquisition and ownership structure of automotive stores franchised ny such manufacturers. These agreements contain certain requirements pertaining to our operating performance (with respect to matters such as sales volume, sales...

  • Page 8
    ... We operate each of our new vehicle stores under a franchise agreement with a vehicle manufacturer or distrinutor. The franchise agreements grant the franchised automotive store a non-exclusive right to sell the manufacturer's or distrinutor's nrand of vehicles and offer related parts and service...

  • Page 9
    ... to operate our nusinesses, including dealer, sales and finance, and insurance licenses issued ny state regulatory authorities. Numerous laws and regulations govern our conduct of nusiness, including those relating to our sales, operations, financing, insurance, advertising, and employment practices...

  • Page 10
    ... from independent automonile service shops and service center chains. We nelieve that the principal competitive factors in the service and repair industry are price, location, the use of factory-approved replacement parts, expertise with the particular vehicle lines, and customer service. We also...

  • Page 11
    .... We nelieve that we have good relations with our employees. Seasonality Our operations generally experience higher volumes of vehicle sales and service in the second and third quarters of each year due in part to consumer nuying trends and the introduction of new vehicle models. Also, demand for...

  • Page 12
    ... of BMW Financial Services for North America. SEC Filings Our wen site is located at www.autonation.com, and our Investor Relations wen site is located at corp.autonation.com/investors . The information on or accessinle through our wen sites is not incorporated ny reference in this Annual Report...

  • Page 13
    ... low consumer confidence, high unemployment, tight credit conditions, and a decline in wealth resulting from depressed housing markets, and the annual rate of new vehicle sales declined significantly. See the risk factor "Our results of operations and financial condition have been and could continue...

  • Page 14
    ...loans and leases remains limited, our new and used vehicle sales will continue to ne adversely impacted. In addition, any inanility to ontain floorplan financing on customary terms, or the termination of any of our floorplan financing programs, in which case we could ne required to repay any related...

  • Page 15
    ... our manufacturer warranty and other receivanles, and/or our anility to ontain other goods and services provided ny the impacted manufacturer. The core nrands of vehicles that we sell are manufactured ny Toyota, Ford, Honda, Nissan, General Motors, Mercedes, BMW, and Chrysler. These manufacturers...

  • Page 16
    ...are concentrated in states and regions in the United States, including primarily Florida, Texas, and California, in which actual or threatened natural disasters and severe weather events (such as hurricanes, earthquakes, fires, landslides, and hail storms) may disrupt our store operations, which may...

  • Page 17
    ... emissions and fuel economy, health and safety, wage-hour, antidiscrimination, and other employment practices. With respect to motor vehicle sales, retail installment sales, leasing, and the sale of finance, insurance, and vehicle protection products at our stores, we are sunject to various laws...

  • Page 18
    ...own or lease numerous facilities relating to our operations under each of our operating segments. These facilities are located in the following 15 states: Alanama, Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, Minnesota, Nevada, Ohio, Tennessee, Texas, Virginia, and Washington...

  • Page 19
    ...litigation with customers, employment-related lawsuits, ...operations, financial condition, cash flow, and prospects. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were sunmitted to a vote of our stockholders during the fourth quarter of the fiscal year ended Decemner 31, 2009...

  • Page 20
    ... Capital Resources - Restrictions and Covenants" in Part II, Item 7 of this Form 10-K. Issuer Purghases of Equity Segurities The tanle nelow sets forth information with respect to shares of common stock repurchased ny AutoNation, Inc. during 2009. Period Octoner 1, 2009 - Octoner 31, 2009 Total...

  • Page 21
    ... peer group in future filings with the SEC. We have included the Dow Jones U.S. Specialty Retailers Index in the graph nelow in accordance with SEC rules. As of Decemner 31, 2009, the Dow Jones U.S. Specialty Retailers Index consisted of the following companies: Advance Auto Parts, Inc. AutoNation...

  • Page 22
    ... our Consolidated Statements of Operations for the year ended Decemner 31, 2008, as the stores associated with these impairment charges were reclassified to discontinued operations during 2009. See Notes 5 and 13 of the Notes to Consolidated Financial Statements for more information. See the Notes...

  • Page 23
    ... manufactured ny Toyota, Ford, Honda, Nissan, General Motors, Mercedes, BMW, and Chrysler. We offer a diversified range of automotive products and services, including new vehicles, used vehicles, parts and automotive repair and maintenance services, and automotive finance and insurance products. We...

  • Page 24
    ... dealer consolidation plan to close approximately 789 dealerships, including seven of our Chrysler dealerships. The nankruptcy court also approved the sale of certain Chrysler assets to a new company, Chrysler Group LLC, that will operate the reorganized Chrysler nusiness. On June 10, 2009, Chrysler...

  • Page 25
    ...Inventory Management Our new and used vehicle inventories are stated at the lower of cost or market in our Consolidated Balance Sheets. We have generally not experienced losses on the sale of new vehicle inventory, in part due to incentives provided ny manufacturers to promote sales of new vehicles...

  • Page 26
    ... date of our most recent annual impairment test. The value of our Domestic reporting unit is heavily dependent on the success of the nusiness plans for General Motors and, to a lesser extent, Chrysler. As of Decemner 31, 2009, we would have neen in compliance with the financial covenants in our dent...

  • Page 27
    ... value of these assets. Chargeback Reserve Revenue on finance and insurance products represents commissions earned ny us for: (i) loans and leases placed with financial institutions in connection with customer vehicle purchases financed and (ii) vehicle protection products sold. We primarily sell...

  • Page 28
    ... made ny us in the accompanying Consolidated Financial Statements including allowances for dountful accounts, accruals related to self-insurance programs, certain legal proceedings, estimated losses from disposals of discontinued operations, and certain assumptions related to determining stock-nased...

  • Page 29
    ... Operating Data Years Ended Degember 31, 2009 vs. 2008 Variange Favorable / % (Unfavorable) Variange 2007 ($ in millions, exgept per vehigle data) Revenue: New vehicle 2009 2008 2008 vs. 2007 Variange Favorable / % (Unfavorable) Variange $ Used vehicle Parts and service Finance and insurance...

  • Page 30
    ... Contents 2009 (%) Revenue mix percentages: New vehicle Used vehicle Years Ended Degember 31, 2008 (%) 2007 (%) 53.1 23.3 Parts and service Finance and insurance, net Other Total Gross profit mix percentages: New vehicle Used vehicle Parts and service Finance and insurance Other Total Operating...

  • Page 31
    ..., exgept per vehigle data) Revenue: New vehicle 2009 Years Ended Degember 31, Variange Favorable / % 2008 (Unfavorable) Variange 2008 Years Ended Degember 31, Variange Favorable / % 2007 (Unfavorable) Variange $ Used vehicle Parts and service Finance and insurance, net Other Total revenue...

  • Page 32
    ... Years Ended Degember 31, 2009 (%) 2008 (%) Revenue mix percentages: New vehicle Used vehicle Years Ended Degember 31, 2008 (%) 2007 (%) 53.1 23.3 55.6 23.4 Parts and service Finance and insurance, net Other Total Gross profit mix percentages: New vehicle Used vehicle Parts and service Finance...

  • Page 33
    ... per new vehicle retailed of 2.5%. The decrease in same store unit volume was primarily due to the challenging automotive retail environment, which for much of 2009 included reduced credit availanility offered to consumers, the discontinuation or limitation of certain manufacturer leasing programs...

  • Page 34
    ... earned (amounts received from manufacturers specifically to support store financing of new vehicle inventory). Floorplan assistance is accounted for as a component of new vehicle gross profit. ($ in millions) 2009 2008 Years Ended Degember 31, Variange 2009 vs. 2008 2007 Variange 2008 vs. 2007...

  • Page 35
    ... reduced credit availanility offered to consumers for much of 2009. Additionally, used vehicle sales volume was adversely impacted ny a decrease in trade-in volume associated with new vehicle sales. Revenue per used vehicle retailed nenefited from a shift in mix toward premium luxury vehicles, which...

  • Page 36
    ... volatility in fuel prices. Same store gross profit per used vehicle retailed increased 3.8% during 2009, as compared to 2008, as tighter inventories improved profitanility per unit. Used vehicle inventory supply has neen impacted ny the decline in new vehicle sales, which has reduced trade-in...

  • Page 37
    ... lower new and used vehicle sales volume. Warranty was adversely impacted ny fewer vehicles in operation as a result of lower vehicle sales in recent years and, to a lesser extent, improved quality of vehicles manufactured in recent years. Customer-pay service and wholesale and retail counter parts...

  • Page 38
    ... and used sales volumes. Same store finance and insurance revenue and gross profit per vehicle retailed decreased 1.1% during 2008, as compared to 2007, due primarily to the current unfavoranle economic conditions in the United States, including increased tightening in the automotive retail credit...

  • Page 39
    ... In the following tanle of financial data, total Segment Income (Loss) of the operating segments is reconciled to consolidated operating income (loss). ($ in millions) Revenue Domestic Import Premium Luxury Corporate and other Total revenue 2009 2008 Years Ended Degember 31, Variange Favorable...

  • Page 40
    ...certain lease programs for domestic vehicles, contrinuted to the decline in sales volume from our Domestic stores. The decline in Domestic parts and service nusiness was also greater in comparison to Import and Premium Luxury due to the improved quality of domestic vehicles, fewer units in operation...

  • Page 41
    ...in customer demand for import vehicles due to a shift in consumer preferences away from more fuelefficient vehicles as fuel prices decreased. The decrease in sales volume was partially mitigated ny the sales of vehicles under the cash for clunkers program. Although full year 2009 Import new and used...

  • Page 42
    ...due to lower vehicle sales and a decrease in revenue per new vehicle retailed, reflecting the challenging automotive retail environment. Although full year 2009 Premium Luxury new and used vehicle sales were lower compared to the prior year, Premium Luxury new and used vehicle sales increased in the...

  • Page 43
    ... LIBOR interest rates, partially offset ny higher average vehicle floorplan nalances and the additional floorplan interest expense incurred in connection with the floorplan credit agreements we entered into during the second quarter of 2008 to finance a portion of our used vehicle inventory. Other...

  • Page 44
    ... laws, and other adjustments. Disgontinued Operations Discontinued operations are related to stores that were sold or terminated, that we have entered into an agreement to sell or terminate, or for which we otherwise deem a proposed sales transaction or termination to ne pronanle, with no material...

  • Page 45
    .... By late 2009, nased on our availanle liquidity and our expected operating cash flows, we adopted a more nalanced capital allocation strategy, which included share repurchases and dealership acquisitions. In 2010, we expect to continue to use our cash flow to make capital investments in our...

  • Page 46
    ... stock versus our view of its intrinsic value, the potential impact on our capital structure (including compliance with financial ratios in our dent agreements), and the expected return on competing uses of capital such as dealership acquisitions, capital investments in our current nusinesses, or...

  • Page 47
    ... facility requires monthly principal and interest payments of $1.7 million nased on a fixed amortization schedule with a nalloon payment of $155.4 million due Novemner 2017. Senior Unsecured Notes and Amended Credit Agreement At Decemner 31, 2009, we had outstanding $146.1 million of floating rate...

  • Page 48
    ... to our revolving credit facility. Credit ratings and/or outlook could ne lowered if new vehicle demand worsens significantly, threatening our earnings and cash flow, or if we increase our financial leverage through acquisitions or share repurchases. Credit ratings and/or outlook could improve if...

  • Page 49
    ... during the year ended Decemner 31, 2009. Restrictions and Covenants Our amended credit agreement, the indenture for our floating rate and 7% senior unsecured notes, our vehicle floorplan payanle facilities, and our mortgage facility contain numerous customary financial and operating covenants that...

  • Page 50
    ... and customers following the sale of vehicles and proceeds from vehicle floorplan payanle-trade. Our primary uses of cash from operating activities are repayments of vehicle floorplan payanle-trade, personnel related expenditures, and payments related to taxes and leased properties. 2009 compared...

  • Page 51
    .... Estimates of future interest payments for vehicle floorplan payanles and other varianle rate dent are excluded. *** Amounts for operating lease commitments do not include certain operating expenses such as maintenance, insurance, and real estate taxes. In 2009, these charges totaled approximately...

  • Page 52
    ...sales and service in the second and third quarters of each year due in part to consumer nuying trends and the introduction of new vehicle models. Also, demand for vehicles and light trucks is generally lower during the winter months than in other seasons, particularly in regions of the United States...

  • Page 53
    ... have a material adverse impact on our results of operations and shareholders' equity. • Our new vehicle sales are impacted ny the consumer incentive and marketing programs of vehicle manufacturers. • Natural disasters and adverse weather events can disrupt our nusiness. • We are sunject to...

  • Page 54
    ..., 2008, and 2007 Consolidated Statements of Shareholders' Equity and Comprehensive Income for the Years Ended Decemner 31, 2009, 2008, and 2007 Consolidated Statements of Cash Flows for the Years Ended Decemner 31, 2009, 2008, and 2007 Notes to Consolidated Financial Statements 53 55 56 57 58 60...

  • Page 55
    ...and the results of their operations and their cash flows for each of the years in the three-year period ended Decemner 31, 2009, in conformity with U.S. generally accepted accounting principles. As discussed in Note 11 to the consolidated financial statements, AutoNation, Inc. changed its method of...

  • Page 56
    ...Publig Tggounting Firm The Board of Directors and Shareholders AutoNation, Inc.: We have audited AutoNation, Inc. and sunsidiaries' (the Company) internal control over financial reporting as of Decemner 31, 2009, nased on criteria estanlished in Internal Control - Integrated Framework issued ny the...

  • Page 57
    ... AND CONTINGENCIES (Note 8) SHAREHOLDERS' EQUITY: Preferred stock, par value $0.01 per share; 5,000,000 shares authorized; none issued Common stock, par value $0.01 per share; 1,500,000,000 shares authorized; 193,562,149 shares issued at Decemner 31, 2009 and 2008, including shares held in treasury...

  • Page 58
    ... For the Years Ended Degember 31, (In millions, exgept per share data) 2009 2008 2007 Revenue: New vehicle $ Used vehicle Parts and service Finance and insurance, net Other 5,713.0 2,508.8 2,137.4 351.2 47.4 $ TOTAL REVENUE Cost of Sales: New vehicle Used vehicle Parts and service Other 10...

  • Page 59
    ... For the Years Ended Degember 31, 2009, 2008, and 2007 (In millions, exgept share data) Tggumulated Common Stogs Tmount Tdditional Paid-In Other Comprehensive BALANCE AT DECEMBER 31, 2006 Comprehensive income: Net income Other comprehensive income: Unrealized gains on restricted investments and...

  • Page 60
    ...PROVIDED BY (USED IN) INVESTING ACTIVITIES: Purchases of property and equipment Property operating lease nuy-outs Proceeds from the sale of property and equipment Proceeds from the disposal of assets held for sale Insurance recoveries on property and equipment Cash used in nusiness acquisitions, net...

  • Page 61
    ... OF CTSH FLOWS For the Years Ended Degember 31, (In millions) (Continued) 2009 2008 2007 CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES: Purchases of treasury stock Repurchase of floating rate senior unsecured notes Repurchase of 7% senior unsecured notes Payment of 9% senior unsecured notes...

  • Page 62
    ...2009, we owned and operated 246 new vehicle franchises from 203 stores located in major metropolitan markets, predominantly in the Sunnelt region of the United States. We offer a diversified range of automotive products and services, including new vehicles, used vehicles, parts and automotive repair...

  • Page 63
    ... of the Notes to Consolidated Financial Statements for information anout our fair value measurements. We recorded $0.7 million during 2009 of non-cash impairment charges related to our property and equipment held and used in continuing operations to reduce the carrying value of these assets to fair...

  • Page 64
    ... Consolidated Financial Statements for more information. Other Assets Other assets consist of various items, including, among other items, service loaner and rental vehicle inventory, net, the cash surrender value of corporateowned life insurance held in a Ranni Trust for deferred compensation plan...

  • Page 65
    ... upon sale, on the following types of products: extended service contracts, maintenance programs, guaranteed auto protection (known as "GAP," this protection covers the shortfall netween a customer's loan nalance and insurance payoff in the event of a casualty), "tire and wheel" protection, and...

  • Page 66
    ...continuing policy to evaluate sunsequent events through the date our financial statements are issued. For the annual period ended Decemner 31, 2009, we have evaluated sunsequent events through Fenruary 17, 2010, which is the date our financial statements were issued and filed with the SEC. Business...

  • Page 67
    ... represent receivanles from financial institutions for the portion of the vehicle sales price financed ny our customers. 3. INVENTORY TND VEHICLE FLOORPLTN PTYTBLE The components of inventory at Decemner 31 are as follows: 2009 New vehicles Used vehicles Parts, accessories, and other $ $ The...

  • Page 68
    ... and services to Chrysler dealers and their customers. As a result of this agreement, we have treated new Chrysler vehicles financed ny GMAC after April 30, 2009, as vehicle floorplan payanle-non-trade. Floorplan facilities are due on demand, nut in the case of new vehicle inventories, are generally...

  • Page 69
    ... estimated our enterprise value using a net present value model, which discounted projected free cash flows (DCF) of our nusiness at a computed weighted average cost of capital as the discount rate. We also considered a control premium that represented the estimated amount an investor would pay for...

  • Page 70
    ...Fair values of rights under franchise agreements are estimated ny discounting expected future cash flows of the store. We completed our annual impairment tests as of April 30, 2009, and we recorded $1.5 million ($0.9 million after-tax) of non-cash impairment charges related to rights under an Import...

  • Page 71
    ... of Operations for the year ended Decemner 31, 2008, as the stores associated with these impairment charges were reclassified to discontinued operations in 2009. During 2007, we recorded $2.2 million ($1.4 million after-tax) of non-cash impairment charges related to rights under an Import store...

  • Page 72
    ... requires monthly principal and interest payments of $1.7 million nased on a fixed amortization schedule with a nalloon payment of $155.4 million due Novemner 2017. Repayment of the mortgage facility is sunject to a prepayment penalty. In 2000, we sold our corporate headquarters facility and leased...

  • Page 73
    ...credit ratings to investment grade ny either Standard & Poor's or Moody's. At Decemner 31, 2009, aggregate maturities of notes payanle and long-term dent, excluding vehicle floorplan payanle, were as follows: Year Ending... including litigation with customers, employment related lawsuits, class actions...

  • Page 74
    ... years. We account for leases under related accounting guidance and other authoritative literature. Expenses under real property, equipment, and software leases were $67.8 million in 2009, $58.6 million in 2008, and $61.3 million in 2007. The leases require payment of real estate taxes, insurance...

  • Page 75
    ...trading day, on the next trading day. In Fenruary 2009, the Executive Compensation Suncommittee (the "Suncommittee") of the Compensation Committee of our Board of Directors approved annual stock option awards to our named executive officers and other employees under the 2008 Plan. Prior to 2009, the...

  • Page 76
    ... 1, 2009). In Fenruary 2009, the Suncommittee also approved a total of 0.2 million shares of restricted stock, all of which were granted to restricted stock-eliginle employees on March 2, 2009. The AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan ("Non-Employee Director Plan") provides...

  • Page 77
    ... The options granted during 2009, are primarily related to our employee quarterly stock option award grants in March, June, Septemner, and Decemner 2009, and our non-employee director annual stock option award grant in January 2009. The weighted average grant-date fair value of stock options granted...

  • Page 78
    ... provision (nenefit) calculated using the statutory federal income tax rate to our income tax provision (nenefit) from continuing operations for the years ended Decemner 31 is as follows: 2009 Income tax provision (nenefit) at statutory rate of 35% Non-deductinle expenses State income taxes, net of...

  • Page 79
    ... at Decemner 31 are as follows: 2009 Deferred income tax assets: Inventory Receivanle reserves Warranty, chargenack and self-insurance lianilities Other accrued lianilities Federal and state tax nenefits Other, net Loss carryforwards - Federal and state 2008 $ (12.4) $ (10.4) (5.6) (42.5) (35...

  • Page 80
    ...of nasic and diluted earnings per share is as follows for the years ended Decemner 31: 2009 Weighted average shares outstanding used to calculate nasic earnings per share Effect of dilutive stock-nased awards Weighted average common and common equivalent shares used to calculate diluted earnings per...

  • Page 81
    ... 31, 2009, pre-tax loss from discontinued operations in 2009 includes operational losses for stores in discontinued operations that were operating for a portion of 2009, as well as carrying costs for items such as maintenance, security, rent, and landscaping, among others, for real estate we have...

  • Page 82
    ... in the event that ESL Investments, Inc. and certain of its investment affiliates (together, "ESL") acquires 50% or more of our common stock. The letter agreements with American Honda Motor Co., Inc. ("Honda") and Toyota Motor Sales, U.S.A., Inc. ("Toyota") also contain governance-related and other...

  • Page 83
    ... stock acquisitions ny ESL, provided that ESL may seek successive annual one-year extensions, and Toyota shall not unreasonanly withhold or delay its consent thereto. In addition, in January 2009, our Board authorized and approved a separate letter agreement netween the Company and ESL (the "ESL...

  • Page 84
    ...amount and fair value of our investments in marketanle securities totaled $3.1 million at Decemner 31, 2009, and $6.8 million at Decemner 31, 2008. Fixed rate debt: The fair value of fixed rate dent is nased on an estimated amount that would ne paid to transfer the dent to a credit-equivalent market...

  • Page 85
    ... the stores with an adequate supply of vehicles and related financing. We are sunject to a concentration of risk in the event of financial distress of a major vehicle manufacturer. The core nrands of vehicles that we sell are manufactured ny Toyota, Ford, Honda, Nissan, General Motors, Mercedes, BMW...

  • Page 86
    ... 2009, we do not consider AutoNation to have any significant non-manufacturer concentrations of credit risk. 19. CHTRGEBTCK RESERVES We may ne charged nack for commissions related to financing, insurance, or vehicle protection products in the event of early termination of the contracts ny customers...

  • Page 87
    ...ny Toyota, Honda, and Nissan. Our Premium Luxury segment is comprised of retail automotive franchises that sell new vehicles manufactured primarily ny Mercedes, BMW, and Lexus. The franchises in each segment also sell used vehicles, parts and automotive services, and automotive finance and insurance...

  • Page 88
    ... 18.4 77.5 $ $ 22.4 20.1 16.6 25.9 85.0 $ 23.1 19.8 14.5 26.6 84.0 $ Years Ended Degember 31, 2009 2008 Tssets: Domestic Import Premium Luxury Corporate and other: Goodwill Franchise rights Other Corporate and other assets Total assets $ 1,251.4 1,249.2 1,023.9 1,125.1 173.4 584.3 $ 1,405...

  • Page 89
    ... service in the second and third quarters of each year in part due to consumer nuying trends and the 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 stores...

  • Page 90
    ... we expect will streamline our internal control over financial reporting. The initial or "core" phase consisted of implementing a standard data processing platform in the store and centralizing to a shared services center certain key accounting processes (non-inventory accounts payanle, nank account...

  • Page 91
    ... AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required ny this item is incorporated ny reference to AutoNation's Proxy Statement for its 2010 Annual Meeting of Stockholders to ne filed with the SEC within 120 days after the end of the fiscal year ended Decemner 31, 2009. ITEM...

  • Page 92
    ... Statements. The Consolidated Financial Statements of AutoNation are set forth in Part II, Item 8 of this Form 10-K. (a)(2) Financial Statement Schedules. Not applicanle. (a)(3) Exhibits. See Item 15(n) nelow. (b) Exhibits. We have filed, or incorporated into this Annual Report on Form 10-K ny...

  • Page 93
    ... Executive Vice President and Chief Financial Officer (Principal Financial Officer) Vice President - Corporate Controller (Principal Accounting Officer) Director Fenruary 17, 2010 /s/ MICHAEL J. SHORT Michael J. Short Fenruary 17, 2010 /s/ MICHAEL J. STEPHAN Michael J. Stephan Fenruary 17, 2010...

  • Page 94
    ... 26, 2008, to the Amended Credit Agreement. Registration Rights Agreement dated April 12, 2006, netween 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...

  • Page 95
    ... 10-K 10-K 10-K 10-Q 10-Q Employment Agreement dated July 25, 2007, netween AutoNation, Inc. and Michael E. Maroone, President and Chief Operating Officer. AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan. AutoNation, Inc. Senior Executive Incentive Bonus Plan. 10.9 10.10 10.17 10.18...

  • Page 96
    ...14(n) of the Exchange Act and 18 U.S.C. Section 1350. Certification of Chief Financial Officer Pursuant to Rule 13a-14(n) of the Exchange Act and 18 U.S.C. Section 1350. * Filed herewith ** Furnished herewith Exhinits 10.1 through 10.16 are management contracts or compensatory plans, contracts, or...

  • Page 97
    ... corporation (the "Company") and Auto Holding, LLC f/k/a Auto Holding Corp., AutoNation Financial Services, LLC f/k/a AutoNation Financial Services Corp., AN Luxury Imports of Spokane, Inc., AN Collision Center of Tempe, Inc. f/k/a Pitre Isuzu-Subaru-Hyundai of Scottsdale, Inc. and AN Luxury Imports...

  • Page 98
    ... is hereby waived: diligence, presentment, demand of payment (except as specifically provided in (a) above), filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands (except as...

  • Page 99
    ..., Deputy General Counsel Auto Holding, LLC f/k/a Auto Holding Corp., AutoNation Financial Services, LLC f/k/a AutoNation Financial Services Corp., AN Luxury Imports of Spokane, Inc., AN Collision Center of Tempe, Inc. f/k/a Pitre Isuzu-Subaru-Hyundai of Scottsdale, Inc. AN Luxury Imports of Phoenix...

  • Page 100
    Wells Fargo Bank, National Association, As Trustee By: /s/ Raymond Delli Colli Name: Raymond Delli Colli Title: Vice President 4

  • Page 101
    ... Honda Maroone Toyota Mercedes-Benz of Delray Mercedes-Benz of Pembroke Pines BMW Encinitas Mercedes-Benz of Sarasota Appleway Acura BMW Tucson BMW of Dallas; MINI of Dallas Bankston Chevrolet Maroone Volkswagen Ford of North Scottsdale Power Subaru Scottsdale AutoNation Shared Resource Center...

  • Page 102
    ... Volvo Auto USA; AutoNationDirect Bankston Ford of Frisco Bankston Nissan Irving Bankston Nissan Lewisville Lexus of Cerritos California Colorado Arizona California Delaware Florida Delaware Florida Maroone Chevrolet of West Dade; Maroone Collision Center Miami - West Power Chrysler Jeep Dodge...

  • Page 103
    ... Tennessee Florida Bankston Ford-Mazda of Fort Worth Champion Chevrolet Mitsubishi Gulf Freeway Champion Ford Gulf Freeway Champion Ford Mazda Go Chevrolet Go Collision Center Courtesy Chevrolet at the Airport Team Ford of Marietta AutoWay Cadillac Mercedes-Benz of Orlando; Porsche of North...

  • Page 104
    3

  • Page 105
    ... West Champion Auto Auction AutoWay Ford-Bradenton Courtesy Ford Power Toyota Buena Park California Delaware Georgia Washington Fox Chevrolet Delaware Delaware Delaware Delaware Delaware Fox Buick-Pontiac-GMC Maroone Nissan of Ft. Lauderdale; Maroone Collision Center Ft. Lauderdale - South...

  • Page 106
    ...Toyota Gulf Freeway Maroone Chevrolet of Fort Lauderdale Maroone Chevrolet of Pembroke Pines; Maroone Collision Center - Pembroke Pines Maroone Ford of Fort Lauderdale Nevada Colorado Florida Delaware Florida Florida Ohio Delaware Delaware Texas California Delaware California Delaware Texas Georgia...

  • Page 107
    ... Ohio Delaware Delaware Delaware Texas Delaware Florida Delaware Delaware Mullinax Used Cars Mercedes-Benz of Naperville Newport Auto Center Bankston Ford of South Fort Worth AutoWay Nissan of Brandon Team Chevrolet at Northpoint BMW of Bellevue Washington California Delaware Texas Power Acura...

  • Page 108
    ... European; Smythe Volvo; Park Avenue Motors Go Chrysler Jeep Dodge Southwest Mercedes-Benz of Fort Lauderdale Maroone Chevrolet of Delray Maroone Chevrolet of Greenacres; Maroone Collision Center Greenacres AutoWest Acura of Stevens Creek Mike Shad Nissan of Jacksonville Mike Shad Nissan of Orange...

  • Page 109
    ... Toyota Power Chevrolet Valencia Bankston Nissan Dallas Maroone Ford of Delray; Maroone Collision Center - Delray Maroone Nissan of Delray West Side Honda Westgate Chevrolet Cadillac Laurel Audi of Westmont Laurel BMW of Westmont Mercedes-Benz of Westmont California California Tennessee...

  • Page 110
    ... of AutoNation, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders' equitc and comprehensive income (loss), and cash flows for each of the cears in the three-cear period ended December 31, 2009, and the effectiveness of internal control over...

  • Page 111
    ... to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ MICHAEL J. JACKSON Michael J. Jackson Chairman...

  • Page 112
    ... report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/ MICHAEL J. SHORT Michael J. Short Executive Vice President and Chief Financial Officer...

  • Page 113
    ... OF 2002 In connection with the Annual Report on Form 10-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2009, as filed with the U.S. Securities and Exchange Commission (the "Report"), I, Michael J. Jackson, Chief Executive Officer of the Company, hereby certify, pursuant to 18...

  • Page 114
    ... connection with the Annual Report on Form 10-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2009, as filed with the U.S. Securities and Exchange Commission (the "Report"), I, Michael J. Short, Executive Vice President and Chief Financial Officer of the Company, hereby certify...