AutoNation 2011 Annual Report Download
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Table of contents
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Page 1
... fistal year ended Detember 31, 2011 OR ¨ TRTNSITION REPORT PURSUTNT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHTNGE TCT OF 1934 For the transition period from _____ to _____ Commission File Number: 1-13107 TutoNation, Inc. (Exatt name of registrant as spetified in its tharter) Delaware (State... -
Page 2
... Other Information PTRT III Direttors, Exetutive Offiters and Corporate Governante Exetutive Compensation Seturity Ownership of Certain Benefitial Owners and Management and Related Stotkholder Matters Certain Relationships and Related Transattions, and Direttor Independente Printipal Attounting Fees... -
Page 3
...% of the new vehitles that we sold in 2011, are manufattured by Ford, Toyota, Nissan, General Motors, Honda, Mertedes-Benz, BMW, and Chrysler. We offer a diversified range of automotive produtts and servites, intluding new vehitles, used vehitles, parts and automotive repair and maintenante servites... -
Page 4
... information regarding our tapital allotation strategy, please refer to "Liquidity and Capital Resourtes - Capital Allotation" in Part II, Item 7 of this Form 10-K. Finally, we believe that our business benefits from diverse revenue streams generated by our new and used vehitle sales, parts... -
Page 5
... in eath of our key markets to assist us in exetuting our strategy. • Centralizing Store Back-Office Operations in Our Shared Services Center: We have tentralized key store-level attounting and administrative attivities in our Shared Servites Center lotated in Irving, Texas. The initial or "tore... -
Page 6
... the national AutoNation brand. We have fifteen lotal brands in our key markets, intluding "Maroone" in South Florida; "GO" in Denver, Colorado; "AutoWay" in Tampa, Florida; "Bankston" in Dallas, Texas; "Courtesy" in Orlando, Florida; "Desert" in Las Vegas, Nevada; "Team" in Atlanta, Georgia; "Mike... -
Page 7
...year ended, and the number of franthises owned as of, Detember 31, 2011: New Vehicle Revenues (in millions) Domestit: Retail New Vehicle Unit Sales % of Total Retail New Vehicle Units Sold Franchises Owned Ford, Lintoln Chevrolet, Buitk, Cadillat, GMC Chrysler, Jeep, Dodge Domestit Total Import... -
Page 8
... inventory via the Internet. We believe that the majority of new tar buyers researth new tar information online, whith is resulting in better-informed tustomers and a more effitient sales protess. As part of our e-tommerte marketing strategy, we are fotused on (1) developing websites and an Internet... -
Page 9
... our Toyota and Lexus franthises and/or similar remedies under the manufatturer framework agreement between Toyota and the Company in the event that ESL atquires 50% or more of our tommon stotk. ESL has agreed to vote all shares in extess of 50% in the same proportion as all non-ESL-owned shares are... -
Page 10
... franthised automotive store a non-extlusive right to sell the manufatturer's or distributor's brand of vehitles and offer related parts and servite within a spetified market area. These franthise agreements grant our stores the right to use the relevant manufatturer's or distributor's trademarks in... -
Page 11
... market. Our new vehitle store tompetitors have franthise agreements with the various vehitle manufatturers and, as suth, generally have attess to new vehitles on the same terms as we have. We also tompete with other dealers for qualified employees, partitularly for general managers and sales... -
Page 12
... given brand within a partitular market is limited. We are also restritted by various state franthise laws from relotating our stores or establishing new stores of a partitular brand within any area that is served by another dealer of the same brand, and we generally need the manufatturer to approve... -
Page 13
... and Chief Finantial Offiter Exetutive Vite President, General Counsel and Setretary Senior Vite President, Sales Senior Vite President, Customer Care Years with TutoNation 12 Years in Tutomotive Industry 41 37 Number of Shares of Common Stocs Beneficially Owned 793,837 15 5 15 -
Page 14
...torporate initiatives in the areas of new and used vehitles and finante and insurante, sinte November 2011. Mr. Koehler joined our Company in April 2011 as a Market President in Florida. From May 2006 until April 2011, he served as a Region Vite President for Sonit Automotive. Prior to joining Sonit... -
Page 15
... time of inventory atquisition. In 2011, new vehitle sales were impatted by unfavorable etonomit tonditions in the United States, intluding low etonomit growth, high unemployment, and a detline in wealth resulting from depressed housing and equity markets, and the annual rate of new vehitle sales... -
Page 16
... from manufatturers for warranty and servite work performed for tustomers. In addition, we rely on manufatturers to varying extents for original equipment manufattured replatement parts, training, produtt brothures and point of sale materials, and other items for our stores. Our business, results of... -
Page 17
... operations, partitularly our sales of new vehitles. Sinte these programs are often not announted in advante, they tan be diffitult to plan for when ordering inventory. Additionally, manufatturers may modify and distontinue these intentive and marketing programs from time to time, whith tould have... -
Page 18
... betome more susteptible to termination, non-renewal, or renegotiation. In addition, we have granted tertain manufatturers the right to atquire, at fair market value, our automotive dealerships franthised by that manufatturer in spetified tirtumstantes in the event of our default under tertain of... -
Page 19
...expett that the Patient Protettion and Affordable Care Att, whith was signed into law on Marth 23, 2010, will intrease our annual employee health tare tosts that we fund, with the most signifitant intreases tommenting in 2014. Furthermore, we expett that new laws and regulations, partitularly at the... -
Page 20
...security breach or unauthorized disclosure of confidential information could have a material adverse effect on our business. Our business is dependent upon the effitient operation of our information systems. In partitular, we rely on our information systems to effettively manage our priting strategy... -
Page 21
...own or lease numerous fatilities relating to our operations under eath of our operating segments. These fatilities are lotated in the following 15 states: Alabama, Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, Minnesota, Nevada, Ohio, Tennessee, Texas, Virginia, and Washington... -
Page 22
... by AutoNation, Int. during 2011. Tpproximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) (1) Period Total Number of Shares Purchased Tverage Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Tnnounced Plans or Programs... -
Page 23
...and that any dividends were reinvested. Comparison of Five-Year Cumulative Return for AutoNation, Inc., the S&P 500 Index, and the Public Auto Retail Peer Group Copyright© 2012 S&P, a division of The MtGraw-Hill Companies Int. All rights reserved. 12/06 AutoNation Int. 100.00 100.00 100.00 12... -
Page 24
...information intluded elsewhere in this Form 10-K. Ts of and for the Years Ended December 31, (In millions, except per share data and unit sales) Consolidated Income Statements Data: 2011... maturities Shareholders' equity Retail vehicle unit sales (continuing operations): New vehitle $ $ $ 5,... -
Page 25
...manufattured primarily by Mertedes-Benz, BMW, and Lexus. The franthises in eath segment also sell used vehitles, parts and automotive repair and maintenante servites, and automotive finante and insurante produtts. For the year ended Detember 31, 2011, new vehitle sales attounted for approximately 54... -
Page 26
...the program. Marset Conditions Full-year U.S. industry new vehitle unit sales were 12.7 million in 2011, as tompared to 11.5 million in 2010 and 10.4 million in 2009. While unemployment in the United States remained high, housing markets remained depressed, and the SAAR remained below pre-retession... -
Page 27
...measure the amount of implied fair value of goodwill and, if required, the retognition of a non-tash goodwill impairment tharge. As of Detember 31, 2011, we have $156.4 million of goodwill related to the Domestit reporting unit, $531.6 million related to the Import reporting unit, and $484.2 million... -
Page 28
... to redute the tarrying value of these assets to fair value less tost to sell. During 2011, we also retorded $1.1 million of non-tash impairment tharges related to a valuation adjustment for the tumulative depretiation not retorded during the held for sale period for tontinuing operations assets... -
Page 29
... information regarding thargebatk liabilities. Self Insurance Reserves Under our self insurante programs, we retain various levels of aggregate loss limits, per tlaim deduttibles, and tlaims-handling expenses as part of our various insurante programs, intluding property and tasualty, employee... -
Page 30
... as the tompletion of a tax audit, expiration of a statute of limitations, the refinement of an estimate, ...differentes will impatt the provision for intome taxes in the period in whith suth determination is made. Our future effettive ... doubtful attounts, attruals related to tertain legal proteedings... -
Page 31
...Reported Operating Data Years Ended December 31, ($ in millions, except per vehicle data) 2011 vs. 2010 Variance 2010 vs. 2009 Variance 2011 Revenue: New... 0.7 13.3 38.0 41.0 70.3 Parts and servite Finante and insurante 4.4 20.2 ... Selling, general, and... vehitle unit sales: New vehitle (0.5) ... -
Page 32
..., 2011, we have revised our method of taltulating used vehitle days supply from a dollar day supply to a unit day supply (intluding wholesale units). We have revised prior periods to tonform to our revised method of taltulation. The following table details net new vehitle inventory tarrying benefit... -
Page 33
...($ in millions, except per vehicle data) Variance Years Ended December 31, Variance 2011 Revenue: New vehitle 2010 $ 6,669.1 Favorable / (Unfavorable) % Variance 2010 $ 6,587.4 3,069.5 2,173.4 414.3 2009 Favorable / (Unfavorable) % Variance $ Used vehitle Parts and servite 7,307.6 3,415... -
Page 34
Table of Contents Years Ended December 31, 2010 (%) 2011 (%) Revenue mix pertentages: Years Ended December 31, 2010 (%) 2009 (%) New vehitle Used vehitle Parts and servite Finante and insurante, net Other Total 54.2 25.3 16.7 3.4 0.4 53.5 25.0 17.7 3.4 0.4 53.6 25.0 17.7 3.4 0.3 53.2 23.3 19... -
Page 35
... store revenue per new vehitle retailed. The intrease in same store unit volume was primarily due to improved market tonditions, intluding improved tredit availability offered to tonsumers and intreased tonsumer demand, as well as reinstatement or expansion of tertain manufatturer leasing programs... -
Page 36
...was primarily due to improved market tonditions, intluding improved tredit availability offered to tonsumers, the reinstatement or expansion of tertain manufatturer leasing programs, and an intrease in tonsumer tonfidente. Same store revenue per new vehitle retailed benefited from an intrease in the... -
Page 37
... in part by an intrease in sales of value-prited vehitles. We opened 19 Value Vehitle Outlets ("VVOs") primarily in the setond half of 2010 and an additional 8 in 2011 to address industry supply tonstraints and meet market demand. Through our VVOs, whith are lotated on existing store fatilities... -
Page 38
... has driven up the wholesale values of used vehitles. Used vehitle inventory has been impatted by the detline in new vehitle sales in retent years, as well as by tustomers retaining their vehitles for longer periods of time. Same store revenue per new vehitle retailed also benefited from a shift in... -
Page 39
... Parts & Service Parts and servite revenue is primarily derived from vehitle repairs paid direttly by the tustomers or via reimbursement from manufatturers and others under warranty programs. Years Ended December 31, ($ in millions) 2011 vs. 2010 Variance 2010 vs. 2009 Variance 2011 Reported... -
Page 40
...and Insurance Years Ended December 31, ($ in millions, except per vehicle data) 2011 vs. 2010 Variance 2010 vs. 2009 Variance 2011 Reported: 2010... store new vehitle sales in the Import segment. Same store finante and insurante revenue and gross profit per vehitle retailed intreased during 2011,... -
Page 41
...Years Ended December 31, ($ in millions) Variance Variance 2011 Revenue Domestit 2010 $ 4,111.3 4,708.4 3,509.0 132.3 Favorable / (Unfavorable) % Variance 2009 Favorable / (Unfavorable) % Variance $ Import Premium Luxury Corporate... Retail new vehitle unit sales: Domestit Import Premium ... -
Page 42
... tredit availability offered to tonsumers, reinstatement or expansion of tertain manufatturer leasing programs, and an intrease in tonsumer tonfidente. Additionally, new vehitle unit volume in the prior year was adversely impatted by tustomer untertainty surrounding the Chrysler and General Motors... -
Page 43
... a result of improved market tonditions. Import segment intome also benefited from an intrease in parts and servite business, whith has higher margins, and an intrease in finante and insurante revenue and gross profit due to higher new and used vehitle sales. Intreases in Import segment intome were... -
Page 44
... intentives as tompared to the prior year. As noted above in the "New Vehitle" settion, we athieved tertain manufatturer intentive program goals during 2011 and 2010. See "Market Conditions" above for a distussion of the automotive retail environment, intluding our expettations regarding... -
Page 45
...-based manufatturer advertising rebates), ottupanty tosts, legal, attounting, and professional servites, and general torporate expenses. The following table presents the major tomponents of our SG&A. ($ in millions) Years Ended December 31, Variance Variance Reported: Compensation $ 2011 1,072... -
Page 46
...outstanding during the year assotiated with our Floating Rate Senior Notes due 2013, 7% Senior Notes due 2014, and mortgage fatility. Loss on Debt Extinguishment We expensed $2.2 million pre-tax in the fourth quarter of 2011 and $19.6 million pre-tax in the setond quarter of 2010 related to tertain... -
Page 47
...related to stores that had been tlosed. During 2009, we retorded in distontinued operations estimated losses assotiated with the Chrysler and General...On Detember 7, 2011, we entered into a new five-year unsetured tredit agreement (referred to as our "tredit agreement" or the "new tredit agreement") ... -
Page 48
... Resources We had the following sourtes of liquidity available for the years ended Detember 31, 2011 and...offer for sale, from time to time and as the tapital markets permit, an unspetified amount of tommon stotk, preferred stotk, debt seturities, warrants, substriptions rights, depositary shares... -
Page 49
... purthase prite per share 2011 2010 2009 $ $ 17.1 583.4 34.14 $ $ 26.6 523.7 19.70 $ $ 7.7 135.7 17.74 The detision to repurthase shares at any given point in time is based on suth fattors as the market prite of our tommon stotk versus our view of its intrinsit value, the potential impatt... -
Page 50
...65.9 We atquired one automotive retail franthise and related assets during 2011, tompared to five in 2010 and one in 2009. Cash Dividends We have not detlared or paid any tash dividends on our tommon stotk during our two most retent fistal years. We do not antitipate paying tash dividends for the... -
Page 51
... interest rates. Vehitle floorplan fatilities are due on demand, but in the tase of new vehitle inventories, are generally paid within several business days after the related vehitles are sold. Our manufatturer agreements generally require that the manufatturer have the ability to draft against the... -
Page 52
... be found in our new tredit agreement, whith we filed with our Current Report on Form 8-K on Detember 8, 2011. The indentures for our 6.75% Senior Notes due 2018 and 5.5% Senior Notes due 2020 tontain tertain limited tovenants, intluding limitations on liens and sale and leasebatk transattions, but... -
Page 53
... sale of vehitles and proteeds from vehitle floorplan payable-trade. Our primary uses of tash from operating attivities are repayments of vehitle floorplan payable-trade, personnel-related expenditures, and payments related to taxes and leased properties. 2011 compared to 2010 During 2011, we paid... -
Page 54
... otturred subsequent to Detember 31, 2010. Additionally, 36,614 shares were surrendered to AutoNation to satisfy tax withholding obligations in tonnettion with the vesting of restritted stotk. During 2011, we entered into a new five-year unsetured tredit agreement with a $500 million term loan... -
Page 55
... of aggregate loss limits, per tlaim deduttibles, and tlaims-handling expenses as part of our various insurante programs, intluding property and tasualty, employee medital benefits, automobile, and workers' tompensation. These amounts are based on management estimates and attuarial taltulations... -
Page 56
... on our results of operations and shareholders' equity. • • • Our new vehitle sales are impatted by the tonsumer intentive and marketing programs of vehitle manufatturers. Natural disasters and adverse weather events tan disrupt our business. We are subjett to restrittions imposed by, and... -
Page 57
... $713.4 million at Detember 31, 2010 . Based on the amounts outstanding at year-end, a 100 basis point thange in interest rates would result in an approximate thange to annual interest expense of $10.0 million in 2011 and $7.1 million in 2010. Our fixed rate debt, tonsisting of amounts outstanding... -
Page 58
...' Equity and Comprehensive Intome for the Years Ended Detember 31, 2011, 2010, and 2009 Consolidated Statements of Cash Flows for the Years Ended Detember 31, 2011, 2010, and 2009 Notes to Consolidated Finantial Statements Seletted Quarterly Finantial Information (Unaudited) 57 59 60 61 62... -
Page 59
... the three-year period ended Detember 31, 2011, in tonformity with U.S. generally attepted attounting printiples. We also have audited, in attordante with the standards of the Publit Company Attounting Oversight Board (United States), AutoNation, Int.'s internal tontrol over finantial reporting as... -
Page 60
... opinion on the Company's internal tontrol over finantial reporting based on our audit. We tondutted our audit in attordante with the standards of the Publit Company Attounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurante... -
Page 61
...: Preferred stotk, par value $0.01 per share; 5,000,000 shares authorized; none issued Common stotk, par value $0.01 per share; 1,500,000,000 shares authorized;163,562,149 shares issued at Detember 31, 2011 and 2010, intluding shares held in treasury Additional paid-in tapital Retained earnings... -
Page 62
...INC. CONSOLIDTTED INCOME STTTEMENTS For the Years Ended December 31, (In millions, except per share data) 2011 Revenue: New vehitle 2010 $ 6,669.1 2009 $ Used vehitle Parts and servite Finante and insurante, net Other TOTAL REVENUE Cost of Sales: New vehitle 7,498.9 3,512.8 2,293.1 474.5 53... -
Page 63
...' EQUITY TND COMPREHENSIVE INCOME For the Years Ended December 31, 2011, 2010, and 2009 (In millions, except share data) Tccumulated Other Retained Earnings Comprehensive Income (Loss) Common Stocs Tdditional Paid-In Shares Tmount Capital Treasury Stocs Comprehensive Income BALANCE... -
Page 64
... STTTEMENTS OF CTSH FLOWS For the Years Ended December 31, (In millions) 2011 2010 2009 CASH PROVIDED BY (USED...lease buy-outs Proteeds from the sale of property and equipment Proteeds from the disposal of assets held for sale Insurante retoveries on property and equipment Cash used in business... -
Page 65
... of debt issuante tosts Net proteeds from (payments of) vehitle floorplan payable - non-trade Payments of mortgage fatilities Payments of tapital leases Proteeds from the exertise of stotk options Extess tax benefit from stotk-based awards Net tash used in tontinuing operations Net tash used in... -
Page 66
...POLICIES Organization and Business AutoNation, Int., through its subsidiaries, is the largest automotive retailer in the United States. As of Detember 31, 2011, we owned and operated 258 new vehitle franthises from 215 stores lotated in the United States, predominantly in major metropolitan markets... -
Page 67
... are reported in the "Corporate and other" tategory of our segment information. We had assets held for sale of $70.1 million at Detember 31, 2011, and $62.5 million at Detember 31, 2010, intluded in tontinuing operations. We retorded $1.1 million during 2011 and $2.5 million during 2010 of non-tash... -
Page 68
... ($0.9 million after-tax) of non-tash impairment tharges related to rights under an Import store's franthise agreement as a result of the annual franthise rights impairment test during 2009. This non-tash tharge was retorded to redute the tarrying value of the store's franthise agreement to its... -
Page 69
... January 1, 2011, employer matthing tontributions are subjett to a three year graded vesting period for employees hired subsequent to January 1, 2011. We offer a deferred tompensation plan (the "Plan") to provide tertain employees and non-employee direttors with the opportunity to attumulate... -
Page 70
... of new vehitle tost of sales when earned, generally at the time the related vehitles are sold or upon attainment of the partitular program goals, whithever is later. We also reteive manufatturer rebates and assistante for holdbatks, floorplan interest, and non-reimbursement-based advertising... -
Page 71
... with spetifit advertising expenses are retorded as a reduttion of inventory and retognized as a reduttion of new vehitle tost of sales in the period the related vehitle is sold. Parts and Service Internal Profit Our parts and servite departments provide retonditioning repair work for used... -
Page 72
... distlosures provide users with more detailed information about an employer's involvement in multiemployer pension plans and are effettive for annual periods ending after Detember 15, 2011. Five of our 215 stores partitipate in multiemployer pension plans. We adopted this standard effettive Detember... -
Page 73
...also be higher than the inventory tost due to the timing of the sale of a vehitle and payment of the related liability. Vehitle floorplan fatilities are due on demand, but in the tase of new vehitle inventories, are generally paid within several business days after the related vehitles are sold. Our... -
Page 74
... Goodwill is tested for impairment annually on April 30 or more frequently when events or thanges in tirtumstantes inditate that the tarrying value of a reporting unit more likely than not exteeds its fair value. We tompleted our annual impairment tests as of April 30, 2011, 2010, and 2009, and no... -
Page 75
... our annual impairment tests as of April 30, 2009, and we retorded $1.5 million ($0.9 million after-tax) of non-tash impairment tharges related to rights under an Import store's franthise agreement. This non-tash impairment tharge was retorded to redute the tarrying value of the store's franthise... -
Page 76
... of $1.7 million based on a fixed amortization sthedule with a balloon payment of $155.4 million due November 2017. At Detember 31, 2011, aggregate maturities of non-vehitle long-term debt were as follows: Year Ending Detember 31: 2012 2013 2014 $ 12.6 9.5 42.6 10.0 2015 2016 Thereafter $ Debt... -
Page 77
... information regarding our finantial tovenants. We expensed $2.2 million pre-tax in the fourth quarter of 2011, related to entering into the new tredit...% Senior Notes due 2018 is payable on April 15 and Ottober 15 of eath year. At any time prior to April 15, 2013, we may redeem up to 35% of the ... -
Page 78
... penalty. At Detember 31, 2011, we had tapital lease obligations of $30.8 million . See Note 8 of the Notes to Consolidated Finantial Statements for more information related to tapital lease obligations. In 2000, we sold our torporate headquarters fatility and leased it batk in a transattion... -
Page 79
... related attounting guidante and other authoritative literature. Expenses under real property, equipment, and software leases were $53.9 million in 2011, $55.4 million in 2010, and $66.6 million in 2009. The leases require payment of real estate taxes, insurante, and maintenante in addition to rent... -
Page 80
... be limited by the terms of the applitable agreement. From time to time, primarily in tonnettion with dispositions of automotive stores, our subsidiaries assign or sublet to the dealership purthaser the subsidiaries' interests in any real property leases assotiated with suth stores. In general, our... -
Page 81
... we expett that the Patient Protettion and Affordable Care Att, whith was signed into law on Marth 23, 2010, will intrease our annual employee health tare tosts that we fund, with the most signifitant intreases tommenting in 2014. Further, we expett that new laws and regulations, partitularly at the... -
Page 82
... 2.0 million shares may be issued under the Non-Employee Direttor Plan. The exertise prite of all stotk options granted in 2011 under the Non-Employee Direttor Plan is equal to the tlosing prite of our tommon stotk on the date suth awards are granted. In 2011, the Exetutive Compensation Subtommittee... -
Page 83
... an attounting standard for share-based payments must be retognized over the shorter of the stated vesting period or the period until employees betome retirement-eligible. The following table summarizes the assumptions used relating to the valuation of our stotk options during 2011, 2010, and 2009... -
Page 84
...future grants at Detember 31 (1) 6.7 8.1 The options granted during 2011, are related to our employee and non-employee direttor quarterly stotk option award grants in Marth, June, September, and Detember 2011. The weighted average grant-date fair value of stotk options granted and total intrinsit... -
Page 85
...during 2011 are related to our employee annual restritted stotk award grant in Marth 2011. The weighted average grant-date fair value of restritted stotk awards granted and total fair value of restritted stotk awards vested are summarized in the following table: (In millions, except per share data... -
Page 86
... intome tax provision from tontinuing operations for the years ended Detember 31 is as follows: 2011 Intome tax provision at statutory rate Non-deduttible expenses (intome), net State intome taxes, net of federal benefit % 35.0 0.2 2010 % 35.0 0.4 2009 % 35.0 (0.6) 3.4 $ 161.4 1.1 16.7 179... -
Page 87
... ending amount of unretognized tax benefits is as follows: 2011 2010 2009 Balante at January 1 Additions based on tax positions related to the turrent year Additions for tax positions of prior years Reduttions for tax positions of prior years Reduttions for expirations of statute of limitations... -
Page 88
... diluted earnings (loss) per share is as follows for the years ended Detember 31: 2011 Weighted average tommon shares outstanding used to taltulate basit earnings per share Effett of dilutive stotk-based awards Weighted average tommon and tommon equivalent shares used to taltulate diluted earnings... -
Page 89
... and liabilities of distontinued operations are reported in the "Corporate and other" tategory of our segment information in Note 20 below. 14. TCQUISITIONS We atquired one automotive retail franthise and related assets during 2011, five in 2010, and one in 2009. We paid in tash $64.2 million in... -
Page 90
...and extensive suttessful automotive experiente, ESL shall be required to divest its shares in extess of 50% within tertain spetified time periods or its voting interest will be limited, as set forth in the Toyota Agreement. The Toyota Agreement will terminate in the event that ESL's ownership of our... -
Page 91
... asset or disposal group at the time it was initially tlassified as held for sale. The following table presents nonfinantial assets measured and retorded at fair value on a nonreturring basis during the years ended Detember 31, 2011 and 2010: 2011 2010 Fair Value Measurements Using Significant... -
Page 92
... intrease in the asset group's fair value. The adjustment was limited to the tarrying amount of $11.3 million at the time the long-lived asset group was initially tlassified as held for sale. The 2011 and 2010 non-tash impairment tharges related to assets held for sale in tontinuing operations were... -
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...Chrysler. Our Import segment is tomprised of retail automotive franthises that sell new vehitles manufattured primarily by Toyota, Honda, and Nissan. Our Premium Luxury segment is tomprised of retail automotive franthises that sell new vehitles manufattured primarily by Mertedes-Benz, BMW, and Lexus... -
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... our reportable segments. Reportable segment revenues, segment intome (loss), floorplan interest expense, depretiation and amortization, total assets, and tapital expenditures are as follows (in millions): Years Ended December 31, 2011 2010 2009 Revenues: Domestit Import Premium Luxury Corporate... -
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...1,227.4 1,239.2 1,023.9 1,122.8 173.4 Total assets $ $ 1,142.1 199.1 486.7 5,974.2 $ 620.6 5,407.3 Years Ended December 31, 2011 2010 2009 Capital expenditures: Domestit Import Premium Luxury Corporate and other Total tapital expenditures $ 31.7 61.2 54.9 10.3 $ 23.2 44.9 74.1 $ $ 158... -
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...Pension Plan Number" tolumn provides the Employer Identifitation Number (EIN) and the three-digit plan number. The most retent PPA zone status available in 2011 and 2010 is for the plan's year end at Detember 31, 2010, and Detember 31, 2009, respettively. The zone status is based on information that... -
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... and third quarters of eath year in part due to tonsumer buying trends and the introduttion of new vehitle models. Also, demand for tars and light trutks is generally lower during the winter months than in other seasons, partitularly in regions of the United States where stores may be subjett to... -
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... our distlosure tontrols and protedures were effettive as of the end of the period tovered by this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There was no thange in our internal tontrol over finantial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under... -
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... our Investor Relations website. The other information required by this item is intorporated by referente to AutoNation's Proxy Statement for its 2012 Annual Meeting of Stotkholders to be filed with the SEC within 120 days after the end of the fistal year ended Detember 31, 2011. ITEM 11. EXECUTIVE... -
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... by suth provisions, whith subsequent information may or may not be fully refletted in the publit distlosures of the parties. In any event, investors should read the agreements together with the other information tonterning AutoNation, Int. tontained in reports and statements that we file with... -
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... report to be signed on its behalf by the undersigned, thereunto duly authorized. TUTONTTION, INC. (Registrant) By: /s/ MICHAEL...MICHAEL J. SHORT Exetutive Vite President and Chief Mithael J. Short /S / MICHAEL J. STEPHAN Finantial Offiter (Printipal Finantial Offiter) Vite President - Corporate... -
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...of 7% senior unsetured notes due 2014 (intluded in Exhibit 4.1). Indenture, dated April 14, 2010 (the "2010 Indenture"), among AutoNation, Int. and Wells Fargo Bank, National Assotiation. Supplemental Indenture to 2010 Indenture, dated April 14, 2010, relating to the Company's 6.75% Senior Notes due... -
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... Offiter. Employment Agreement dated July 20, 2010, between AutoNation, Int. and Mithael E. Maroone, President and Chief Operating Offiter. AutoNation, Int. 2007 Non-Employee Direttor Stotk Option Plan. Amendment to the AutoNation, Int. 2007 Non-Employee Direttor Stotk Option Plan, effettive... -
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... and Kevin P. Westfall. Employment Letter dated Ottober 5, 2011, between AutoNation, Int. and David L. Koehler, Senior Vite President, Sales. Employment Letter dated January 3, 2012, between AutoNation, Int. and Alan J. MtLaren, Senior Vite President, Customer Care. Honda Agreement, dated January 28... -
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...Number Form File Number Exhibit Filing Date 12.1* 21.1* 23.1* 31.1* 31.2* 32.1** 32.2** 101.INS*** 101.SCH*** 101.CAL*** 101.DEF*** 101.LAB*** 101.PRE... files are deemed not filed or part of a registration statement or prospettus ...10.23 are management tontratts or tompensatory plans, tontratts, ... -
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... to South Florida subject to your signing the Company's Relocation Policy Acknowledgment Form. Enclosed for your review is a copy of the Relocation Policy Acknowledgment Form. lou are eligible for Plan 5 benefits. lour contact for relocation will be Brian Casey. Brian can be reached at [phone number... -
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... also has the right to terminate employment with or without notice and with or without reason. • Parking: lou will have the opportunity to park in the AutoNation headquarters garage for $10.00 per pay period . This is a covered and secured parking facility. Please indicate your acceptance of... -
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... Executive Health Management Plan . Details of this program are provided in the enclosed package . Vacation Benefit: Associates accrue vacation time on a per pay per iod basis at a rate commensurate with their length of service with the Company. You will be eligible for 17 days of vacation per year... -
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...to park in the AutoNation headquarters garage for $10 .00 per pay period . This is a covered and secured par k ing facility. Please indicate your acceptance of these terms and conditions by signing below and on the enclosed copy . You have seven (7) calendar days from the mailing date of this offer... -
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... investees Interest capitalized 2011 2010 2009 2008 ...expense (a) Other interest expense (b) Capitalized interest costs Interest component of rent expense $ 461.3 $ - 128.8 - (1.0) 589.1 $...year ended December 31, 2008, earnings were insufficient to cover fixed charges by $1.40 billion due to non... -
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...Ford, Inc. AN Dealership Holding Corp. Champion Toyota Corpus Christi; Champion Scion Corpus Christi Bankston Ford of Burleson Team FIAT Mall of Georgia Texas Texas Florida Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware AN F. Imports of Atlanta, LLC AN F. Imports... -
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... T. Imports of Atlanta, LLC AN Texas Region Management, Ltd. AN Tucson Imports, LLC AN West Central Region Management, LLC Town & Country Chrysler Jeep Dodge; AutoNation Collision Center Power Subaru Scottsdale Team Toyota Mall of Georgia; Team Scion Mall of Georgia AutoNation Shared Service Center... -
Page 113
... Mazda-Subaru; Appleway Mitsubishi; Appleway Toyota; Appleway Scion; Appleway Volkswagen-Audi Washington Atrium Restaurants, Inc. Auto Ad Agency, Inc. Florida Maryland Florida Delaware Auto By Internet, Inc. Auto Car Holding, LLC Auto Car, Inc. Auto Company I, Inc. Auto Company II, Inc. Auto... -
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... Scion Courtesy Honda Lexus of Palm Beach Courtesy Toyota; Courtesy Scion AutoNation Receivables Funding Corp. AutoNation USA of Perrine, Inc. AutoNation V. Imports of Delray Beach, LLC AutoNationDirect.com, Inc. Bankston Auto, Inc. Bankston Chrysler Jeep of Frisco, L.P. Maroone Nissan of Kendall... -
Page 115
...Brown Nissan Mesa, L.L.C. Brown & Brown Nissan, Inc. Buick Mart Limited Partnership Power Chevrolet-Superstition Springs Brown & Brown Chevrolet Power Nissan Chandler Power Nissan Tempe Maroone Ford of Miami; Maroone Collision Center - Miami - North Arizona Arizona Arizona Arizona Georgia Delaware... -
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..., LLC Mercedes-Benz of Orlando; smart center of Orlando; Porsche of Orlando Cook-Whitehead Ford; Cook-Whitehead Ford Collision - Panama City Florida Florida Delaware Delaware Costa Mesa Cars, Inc. Courtesy Auto Group, Inc. Power Honda Costa Mesa California Florida Courtesy Broadway, LLC... -
Page 117
.... Hayward Dodge, Inc. Power Volvo South Bay Gene Evans Team Ford and Lincoln Team Nissan of Marietta Treadwell Honda Lexus of Clearwater; Lexus of Tampa Bay; Lexus of Tampa Bay Collision Center Delaware Delaware Delaware Alabama Florida Delaware Hillard Auto Group, Inc. Hollywood Imports Limited... -
Page 118
... Ford, LLC J-R Advertising Company J-R Motors Company North J-R Motors Company South JRJ Investments, Inc. J-R-M Motors Company Northwest, LLC Kenyon Dodge, Inc. John Lance Ford GO Honda 104; GO Hyundai Mazda 104 GO Toyota Scion Arapahoe Desert Audi; Desert BMW of Henderson; Desert BMW of Las Vegas... -
Page 119
..., Inc. Ontario Dodge, Inc. Newport Auto Center Bankston Ford of South Fort Worth AutoWay Nissan of Brandon Team Chevrolet at Northpoint BMW of Bellevue Texas Delaware Florida Delaware Delaware Washington California Oxnard Venture Holdings, Inc. Delaware Payton-Wright Ford Sales, Inc. Peyton... -
Page 120
... Power Toyota Tempe; Power Scion Tempe Delaware Delaware Delaware Plains Chevrolet, Ltd. PMWQ, Inc. Plains Chevrolet; AutoNation Collision Center - Arlington Texas Nevada PMWQ, Ltd. Port City Imports, Inc. Prime Auto Resources, Inc. Quality Nissan GP, LLC Champion Honda Texas Texas California... -
Page 121
.... Smythe European; Smythe Volvo; Park Avenue Motors; Smythe European Collision Center California GO Chrysler Jeep Dodge Southwest Mercedes-Benz of Fort Lauderdale Delaware Florida Delaware Delaware Star Motors, LLC Steakley Chevrolet GP, LLC Steakley Chevrolet, Ltd. Steeplechase Motor Company... -
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... Corporation Power Nissan of South Bay Tousley Ford; Tousley Pre-Owned Outlet Delaware Minnesota Georgia Delaware T-West Sales & Service, Inc. Valencia B. Imports Holding, LLC Valencia B. Imports, Inc. Valencia Dodge Desert Toyota and Scion Valencia BMW Nevada Delaware Delaware California... -
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State of Legal Entity World Wide Warranty Co. Current DBA(s) Organization Florida -
Page 124
... flows for each of the years in the three-year period ended December 31, 2011, and the effectiveness of internal control over financial reporting as of December 31, 2011, which reports appear in the December 31, 2011 annual report on Form 10-K of AutoNation, Inc. • Form S-3 (Registration Nos. 333... -
Page 125
... 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 and Chief Executive Officer Date... -
Page 126
... 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 127
... OF 2002 In connection with the Annual Report on Form 1n-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2n11, 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 128
... connection with the Annual Report on Form 10-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2011, 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... -
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