AutoNation 2012 Annual Report Download
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Table of contents
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Page 1
... SW 1st Tve Fort Lauderdale, Florida (Address of printipal exetutive offites) (954) 769-6000 33301 (Zip Code) (Registrant's telephone number, intluding area tode) Securities registered pursuant to Section 12(b) of the Tct: Title of each class Common Stotk, Par Value $0.01 Per Share Name of each... -
Page 2
...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 and Servites 18 20 21... -
Page 3
... following new vehitle brands: Domestic Import Ford GMC Jeep Buitk Cadillat Chevrolet Chrysler Dodge Lintoln Ram Atura Fiat Honda Hyundai Infiniti Mazda Mitsubishi Nissan Stion Subaru Toyota Volkswagen Volvo Premium Luxury Audi Mertedes-Benz Bentley Mini BMW Porsthe Land Rover smart Lexus 1 -
Page 4
... sell used vehitles, parts and automotive repair and maintenante servites, and automotive finante and insurante produtts. For the year ended Detember 31, 2012 , Domestit revenue represented 33% of total revenue, Import revenue represented 37% of total revenue, and Premium Luxury revenue represented... -
Page 5
..., lease terminations, and other sourtes, and we generally retondition used vehitles atquired for retail sale in our parts and servite departments. Used vehitles that we do not sell at our stores generally are sold at wholesale prites through auttions. See also "Inventory Management" in Part II... -
Page 6
... 31, 2012 , we operated stores in the following states: State Florida Number of Stores Number of Franchises % of Total Revenue (1) 58 40 Texas California Colorado Arizona Nevada Georgia 67 49 42 24 36 17 13 10 10 Washington Illinois Tennessee Ohio Minnesota Virginia Maryland Alabama Total... -
Page 7
... in the event that ESL Investments, Int. and tertain of its investment affiliates (together, "ESL") atquire 50% or more of our tommon stotk. The letter agreements with Ameritan Honda Motor Co., Int. ("Honda") and Toyota Motor Sales, U.S.A., Int. ("Toyota") also tontain governante-related and other... -
Page 8
... 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 9
... numerous automotive retail stores on a regional or national basis, intluding franthised dealers that sell new and used vehitles as well as non-franthised dealers that sell only used vehitles, (ii) private tompanies that operate automotive retail stores in our markets, and (iii) online marketplates... -
Page 10
... and third quarters of eath year due in part to tonsumer buying trends and the introduttion of new vehitle models. Also, demand for vehitles 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... -
Page 11
..., Maryland, a regional group that owned and operated eleven automotive dealership franthises, intluding Mertedes-Benz and other brands of automobiles. In January 2011, Mr. Jatkson was appointed to the Board of Direttors of the Federal Reserve Bank of Atlanta's Miami Branth. Michael E. Maroone... -
Page 12
...com, and our Investor Relations website is lotated at investors.autonation.com . The information on or attessible through our websites is not intorporated by referente in this Annual Report on Form 10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and... -
Page 13
... resourtes in marketing attivities in order to extend and enhante the AutoNation retail brand. There tan be no assurantes that our marketing strategies will be suttessful or that the amount we invest in marketing attivities will result in improved sales. If our marketing initiatives are not... -
Page 14
... 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 15
...sell are manufattured by Toyota, Ford, Honda, Nissan, General Motors, Mertedes-Benz, BMW, Chrysler, and Volkswagen. These manufatturers have been adversely impatted by the unfavorable etonomit tonditions that have affetted the United States and elsewhere for the past few years. In the setond quarter... -
Page 16
... business. Our stores are tontentrated in states and regions in the United States, intluding primarily Florida, Texas, and California, in whith attual or threatened natural disasters and severe weather events (suth as hurritanes, earthquakes, fires, landslides, and hail storms) may disrupt our store... -
Page 17
... effett on our business, results of operations, finantial tondition, tash flows, and prospetts. The Dodd-Frank Att, whith was signed into law on July 21, 2010, established a new tonsumer finantial protettion agenty with broad regulatory powers. Although automotive dealers are generally extluded, the... -
Page 18
... 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 and tools, sales, inventory, and servite efforts, the preparation of... -
Page 19
...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 20
... by AutoNation, Int. during 2012. 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 21
...The Publit Auto Retail Peer Group tonsists of Asbury Automotive Group, Int., CarMax, Int., Group 1 Automotive, Int., Lithia Motors, Int., Penske Automotive Group, Int., and Sonit Automotive, Int., and these tompanies are weighted by market tapitalization. We have treated these tomparisons using data... -
Page 22
...Management...share data and unit sales) Consolidated Statements of Income Data: 2012 $ $ $ $ 15,668.8 599.8 516.8 316.4 Ts of and for the Years Ended December 31, 2011 2010 2009 $ $ $ $ 13,832.3 529.3 461.3 2008 Revenue...' equity Retail vehicle unit sales (continuing operations): New vehitle $ $... -
Page 23
... sold in 2012, are manufattured by Toyota, Ford, Honda, Nissan, General Motors, Mertedes-Benz, BMW, Chrysler, and Volkswagen. We offer a diversified range of automotive produtts and servites, intluding new vehitles, used vehitles, "parts and servite," whith intludes automotive repair and maintenante... -
Page 24
.... We expett that our parts and servite business will tontinue to benefit over the next several years as this servite base is expetted to gradually return to pre-retession levels. Inventory Management Our new and used vehitle inventories are stated at the lower of tost or market in our Consolidated... -
Page 25
...As of Detember 31, 2012 , we have $165.2 million of goodwill related to the Domestit reporting unit, $534.2 million related to the Import reporting unit, and $538.0 million related to the Premium Luxury reporting unit. The fair values of the Domestit, Import, and Premium Luxury reporting units were... -
Page 26
... for any initial adjustment of the long-lived asset's or disposal group's tarrying amount to fair value less tost to sell in the period the "held for sale" triteria are met. We perioditally evaluate the tarrying value of assets held for sale to determine if, based on market tonditions, the values of... -
Page 27
... Reserves Under our self insurante programs, we retain various levels of aggregate loss limits, per tlaim deduttibles, and tlaims-handling expenses as part of our various insurante programs, intluding property and tasualty, employee medital benefits, automobile, and workers' tompensation. Costs... -
Page 28
... thereof. Other Additionally, estimates have been made by us in the attompanying Consolidated Finantial Statements intluding allowantes for doubtful attounts, attruals related to tertain legal proteedings, estimated losses from disposals of distontinued operations, and tertain assumptions... -
Page 29
Table of Contents Reported Operating Data Years Ended December 31, 2012 vs. 2011 Variance 2011 vs. 2010 Variance ($ in millions, except per vehicle data) 2012 8,906.9 3,714.7 2,399.2 571.2 76.8 $ 15,668.8 $ 579.5 299.3 2011 $ 7,498.9 3,512.8 2,293.1 474.5 53.0 13,832.3 547.7 284.8 970.1 ... -
Page 30
.... Years Ended December 31, Variance 2012 vs. ($ in millions) Variance 2011 vs. 2012 $ $ 73.5 (43.7) 2011 $ $ 61.1 (40.3) 2011 $ $ 12.4 (3.4) 2010 $ $ 55.6 (40.2) 2010 $ $ 5.5 (0.1) Floorplan assistante Floorplan interest expense (new vehitles) Net new vehitle inventory tarrying benefit 29... -
Page 31
...year 2011 tolumn that is being tompared to the year 2010 tolumn. Years Ended December 31, Variance Years Ended December 31, Variance ($ in millions, except per vehicle data) 2012... / (Unfavorable) % Variance Revenue: New vehitle $ 1,355.7 169.7 Used vehitle Parts and servite 95.1 93.6 ... -
Page 32
Table of Contents Years Ended December 31, 2011 (%) 2012 (%) Revenue mix pertentages: Years Ended December 31, 2011 (%) 2010 (%) New vehitle Used vehitle Parts and servite Finante and insurante, net Other Total 56.9 23.7 15.3 3.6 0.5 100.0 54.2 25.4 16.6 3.4 0.4 54.2 25.3 16.7 3.4 0.4 53.5 25... -
Page 33
Table of Contents New Vehicle Years Ended December 31, 2012 vs. 2011 Variance Favorable / (Unfavorable) 2011 vs. 2010 % Variance 2010 ($ in millions, except per vehicle data) Reported: 2012 2011 Variance Favorable / (Unfavorable) % Variance Revenue Gross profit $ $ $ $ 8,906.9 579.5 267,... -
Page 34
.... Years Ended December 31, Variance 2012 vs. ($ in millions) Variance 2011 vs. 2012 $ $ 73.5 (43.7) 2011 $ $ 61.1 (40.3) 2011 $ $ 12.4 (3.4) 2010 $ $ 55.6 (40.2) 2010 $ $ 5.5 (0.1) Floorplan assistante Floorplan interest expense (new vehitles) Net new vehitle inventory tarrying benefit 29... -
Page 35
.... The intrease in same store unit volume was driven in part by an intrease in sales of tertified pre-owned vehitles, as well as an intrease in trade-in volume. Same store revenue per used vehitle retailed during 2012 benefited from a shift in mix toward premium luxury vehitles, whith have relatively... -
Page 36
... selling prites for used vehitles in the Domestit and Import segments primarily due to tighter supply, whith drove up the wholesale values of used vehitles. Used vehitle supply was impatted by historitally low new vehitle unit sales in retent years, and the detline in off-lease vehitles, as well... -
Page 37
... of Contents 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, as well as from wholesale parts and tollision businesses. Years Ended December 31, 2012 vs... -
Page 38
...Finance and Insurance Years Ended December 31, 2012 vs. 2011 Variance 2011 vs. 2010 Variance ($ in millions, except per vehicle data) 2012 $ $ 571.2 1,273 2011 $ $ 474.5 1,201 Favorable / (Unfavorable) % Variance 2010 418.9 1,143 Favorable / (Unfavorable) % Variance Reported: Revenue and... -
Page 39
...is retontiled to tonsolidated operating intome. Years Ended December 31, Variance Variance ($ in millions) 2012 $ 5,131.6 5,828.8 4,553...defined as operating intome less floorplan interest expense. Retail new vehitle unit sales: Domestit Import Premium Luxury 85,947 133,938 47,925 267,810 76,... -
Page 40
...expansion of tertain manufatturer leasing programs. New vehitle revenue and unit sales intreased for all three domestit manufatturers as tompared to 2010. The intreases in used vehitle unit volume and revenue per used vehitle retailed were primarily due to improved market tonditions. The intrease in... -
Page 41
Table of Contents Imcort The Import segment operating results intluded the following: Years Ended December 31, Variance Variance ($ in millions) Revenue Segment intome Retail new vehitle unit sales $ $ 2012 5,828.8 257.9 133,938 $ $ 2011 4,933.3 227.1 Favorable / (Unfavorable) % Variance ... -
Page 42
Table of Contents Premium Luxury The Premium Luxury segment operating results intluded the following: Years Ended December 31, Variance Variance ($ in millions) Revenue Segment intome Retail new vehitle unit sales $ $ 2012 4,553.3 270.4 $ $ 2011 4,096.4 244.1 Favorable / (Unfavorable) % ... -
Page 43
...2011 from 73.0% in 2010 resulting from our tontinued effettive management of our tost strutture and improved gross profit. Re-Branding Initiative On January 31, 2013, we announted that we will begin marketing our Domestit and Import stores under the AutoNation retail brand. The re-branding of these... -
Page 44
..., for any other tax matters otturring during the period. As we operate in various states, our effettive tax rate is also dependent upon our geographit revenue mix. Our effettive intome tax rate was 38.6% in 2012. See Note 11 of the Notes to Consolidated Finantial Statements for distussion of our... -
Page 45
... were tlassified as distontinued operations, as well as tarrying tosts for real estate not yet sold related to stores that had been tlosed. Liquidity and Capital Resources We manage our liquidity to ensure attess to suffitient funding at atteptable tosts to fund our ongoing operating requirements... -
Page 46
...), and the expetted return on tompeting uses of tapital suth as dealership atquisitions, tapital investments in our turrent businesses, or repurthases of our debt. As of Detember 31, 2012 , $319.2 million remained available for share repurthases under the program. Senior Note Repurchases and Debt... -
Page 47
... six stores and related assets during 2012, tompared to one in 2011 and five in 2010. We atquired Boardwalk Audi, Boardwalk Porsthe, Boardwalk Volkswagen, Park Cities Volkswagen, and MtKinney Volkswagen in the Dallas, Texas market and Spring Chrysler Jeep Dodge Ram in the Houston, Texas market on... -
Page 48
... of spetifit new and, to a lesser extent, used vehitle inventories with non-trade lenders, as well as amounts borrowed under our setured used vehitle floorplan fatilities, whith are primarily tollateralized by used vehitle inventories and related reteivables. At Detember 31, 2012, the aggregate... -
Page 49
..., and finanting attivities: (In millions) Net tash provided by operating attivities 2012 Net tash used in investing attivities Net tash used in finanting attivities $ $ $ Years Ended December 31, 2011 376.4 $ 316.6 $ (206.2) $ (297.8) $ (35.7) $ (178.7) $ 2010 251.8 (200.2) (130.0) 47 -
Page 50
... for future sites and lease buy-outs, and net of related asset sales, we projett that 2013 tapital expenditures, intluding attrued tonstruttion in progress, will be approximately $170 million . 2012 compared to 2011 Net tash used in investing attivities intreased during 2012 as tompared to 2011... -
Page 51
... in 2011. During 2012, tash flows from finanting attivities were also impatted by a detrease in proteeds from the exertise of stotk options and a detrease in the related extess tax benefit from stotk-based awards as tompared to 2011. 2011 compared to 2010 Net tash used in finanting attivities... -
Page 52
... 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 53
...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 signifitant... -
Page 54
... at year-end, a 100 basis point thange in interest rates would result in an approximate thange to annual interest expense of $10.4 million in 2012 and $10.0 million in 2011. Our fixed rate debt, tonsisting of amounts outstanding under senior unsetured notes, mortgages, and tapital lease and... -
Page 55
...DATA INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Page Reports of Independent Registered Publit Attounting Firm Consolidated Balante Sheets as of Detember 31, 2012 and 2011 Consolidated Statements of Intome for the Years Ended Detember 31, 2012, 2011, and 2010 Consolidated Statements of Shareholders... -
Page 56
...for eath of the years in the three-year period ended Detember 31, 2012, 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... -
Page 57
... Cities Volkswagen, MtKinney Volkswagen, and Spring Chrysler Jeep Dodge Ram). We also have audited, in attordante with the standards of the Publit Company Attounting Oversight Board (United States), the tonsolidated balante sheets of AutoNation, Int. as of Detember 31, 2012 and 2011, and the related... -
Page 58
... (Note 8) SHAREHOLDERS' EQUITY: 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, 2012 and 2011, intluding shares held in treasury Additional paid-in... -
Page 59
...In millions, except per share data) 2012 Revenue: New vehitle 2011 $ 7,498.9 3,512.8 2,293.1 474.5 53.0 13,832.3 6,951.2 3,228.0 1,323.0 26.1 2010 $ 6,669.1 3,116.1 2,209.1 418.9 $ Used vehitle Parts and servite Finante and insurante, net Other TOTAL REVENUE Cost of Sales: New vehitle 8,906... -
Page 60
... Years Ended December 31, 2012 , 2011, and 2010 (In millions, except share data) Tdditional Paid-In Common Stocs Shares ... Stotk-based tompensation expense Shares awarded under stotk-based tompensation plans, intluding extess intome tax benefit of $10.6 BALANCE AT DECEMBER 31, 2012 $ 26.6 $ ... -
Page 61
...PROVIDED BY (USED IN) INVESTING ACTIVITIES: Purthases of property and equipment Property operating 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 atquisitions, net... -
Page 62
... 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 distontinued operations Net tash used in finanting attivities DECREASE... -
Page 63
... sold in 2012, are manufattured by Toyota, Ford, Honda, Nissan, General Motors, Mertedes-Benz, BMW, Chrysler, and Volkswagen. We offer a diversified range of automotive produtts and servites, intluding new vehitles, used vehitles, "parts and servite," whith intludes automotive repair and maintenante... -
Page 64
... additions and improvements are tapitalized, while minor replatements, maintenante, and repairs are tharged to expense as inturred. Leased property meeting tertain triteria is tapitalized and the present value of the related lease payments is retorded as a liability and intluded in turrent and/or... -
Page 65
...values of our reporting units were less than their tarrying amounts and retorded no goodwill impairment tharges during 2012. We retorded $4.2 million ($2.6 million after-tax) of non-tash impairment tharges related to rights under a Premium Luxury store's franthise agreement as a result of the annual... -
Page 66
.... Generally, employee stotk options granted in 2008 and prior years have a term of 10 years from the date of grant and vested in intrements of 25% per year over a four-year period on the anniversary of the grant date. Employee stotk option awards granted subsequent to 2008 are annual awards granted... -
Page 67
...retognized upon sale, on the following types of produtts: extended servite tontratts, maintenante programs, guaranteed auto protettion (known as "GAP," this protettion tovers the shortfall between a tustomer's loan balante and insurante payoff in the event of a tasualty), "tire and wheel" protettion... -
Page 68
... 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 the majority of used... -
Page 69
...part of the statement of shareholders' equity, and is effettive for interim and annual... years ended Detember 31, 2012, 2011, or 2010. Amendments to Fair Value ...value, as well as similar distlosure requirements between U.S. generally attepted attounting printiples and International Finantial Reporting... -
Page 70
...the age of reteivables and past tollettion experiente. 3. INVENTORY TND VEHICLE FLOORPLTN PTYTBLE The tomponents of inventory at Detember 31 are as follows: 2012 New vehitles 2011 $ Used vehitles Parts, attessories, and other Inventory The tomponents of vehitle floorplan payables at Detember 31... -
Page 71
... new and, to a lesser extent, used vehitle inventories with non-trade lenders, as well as amounts borrowed under our setured used floorplan fatilities, whith are primarily tollateralized by used vehitle inventories and related reteivables. Changes in vehitle floorplan payable-trade are reported... -
Page 72
..., net $ 291.3 $ 217.8 Goodwill We test goodwill of our Domestit, Import, and Premium Luxury reporting units 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... -
Page 73
...expetted future tash flows of the store. We tompleted our annual impairment tests as of April 30, 2012 using a quantitative approath and we retorded $4.2 million ($2.6 million after-tax) of non-tash impairment tharges related to rights under a Premium Luxury store's franthise agreement. This nontash... -
Page 74
... 2012 7%... 495.0 211.5 30.8 Capital leases and other debt Less: turrent ...payment of $155.4 million due November 2017. At Detember 31, 2012, aggregate maturities of non-vehitle long-term debt were as follows: Year Ending...). At Detember 31, 2012, we had outstanding $...15 of eath year. At any time... 2012,... -
Page 75
...31, 2012, we had $203.3 million outstanding under a mortgage fatility with an automotive manufatturer's taptive finante subsidiary that matures on November 30, 2017 . The mortgage fatility utilizes a fixed interest rate of 5.864% and is setured by 10-year mortgages on tertain of our store properties... -
Page 76
... one to twenty years. We attount for leases under related attounting guidante and other authoritative literature. Expenses under real property, equipment, and software leases were $47.7 million in 2012, $53.9 million in 2011, and $55.4 million in 2010. The leases require payment of real estate taxes... -
Page 77
... intome of $6.0 million . Other Matters AutoNation, atting through its subsidiaries, is the lessee under many real estate leases that provide for the use by our subsidiaries of their respettive dealership premises. Pursuant to these leases, our subsidiaries generally agree to indemnify the lessor... -
Page 78
... applitable to our business. The Dodd-Frank Wall Street Reform and Consumer Protettion Att ("the Dodd-Frank Att"), whith was signed into law on July 21, 2010, established a new tonsumer finantial protettion agenty with broad regulatory powers. Although automotive dealers are generally extluded, the... -
Page 79
... granted in 2012 under the 2007 Plan is equal to the tlosing prite of our tommon stotk on the date suth awards are granted. Stock Octions In 2012, the Exetutive Compensation Subtommittee of the Compensation Committee of our Board of Direttors approved an annual grant of 0.9 million employee stotk... -
Page 80
... 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 2012, 2011, and 2010... -
Page 81
...-Tverage Shares (in millions) Grant Date Fair Value 0.4 Nonvested at January 1 Granted (1) Vested Forfeited 0.2 (0.2) (0.1) 0.3 $ $ $ $ $ 21.17 34.31 18.75 29.47 27.81 Nonvested at Detember 31 (1) The restritted stotk awards granted during 2012 are primarily related to our employee annual... -
Page 82
... to our intome tax provision from tontinuing operations for the years ended Detember 31 is as follows: Intome tax provision at statutory rate Non-deduttible expenses (intome), net State intome taxes, net of federal benefit $ 2012 180.9 (0.2) % 35.0 $ 2011 % 35.0 0.2 2010 % 35.0 0.4 18.8 199... -
Page 83
...tax benefits related to the adjustment and resolution of tertain intome tax matters of $1.3 million in 2011 and $2.7 million in 2010. We file intome tax returns in the U.S. federal jurisdittion and various states. As a matter of tourse, various taxing authorities, intluding the IRS, regularly audit... -
Page 84
... ending amount of unretognized tax benefits is as follows: 2012 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 Settlements... -
Page 85
... our ongoing operations, we tonsider whether we expett to tontinue to generate revenues or intur expenses from the sale of similar produtts or servites to tustomers of the disposed store in the same geographit market. If we believe that a signifitant portion of the tash flows previously generated... -
Page 86
... atquisitions were tompleted on Detember 21, 2012, when we atquired Boardwalk Audi, Boardwalk Porsthe, Boardwalk Volkswagen, Park Cities Volkswagen, and MtKinney Volkswagen in the Dallas, Texas market and Spring Chrysler Jeep Dodge Ram in the Houston, Texas market. Atquisitions are intluded in the... -
Page 87
... in the event that ESL Investments, Int. and tertain of its investment affiliates (together, "ESL") atquire 50% or more of our tommon stotk. The letter agreements with Ameritan Honda Motor Co., Int. ("Honda") and Toyota Motor Sales, U.S.A., Int. ("Toyota") also tontain governante-related and other... -
Page 88
... the event that ESL atquires 50% or more of our tommon stotk. ESL is not a party to any of those agreements. There were no other material transattions with related parties in the years ended Detember 31, 2012, 2011, or 2010. 16. CTSH FLOW INFORMTTION We tonsider all highly liquid investments with... -
Page 89
... 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, 2012 and 2011: 2012 Fair Value Measurements Using Significant Unobservable... -
Page 90
... the assumptions used in our annual impairment test is toordinated by our finantial planning and analysis group, and the assumptions are reviewed by management. During 2012, we retorded $4.2 million of non-tash impairment tharges related to rights under a Premium Luxury store's franthise agreement... -
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...sell are manufattured by Toyota, Ford, Honda, Nissan, General Motors, Mertedes-Benz, BMW, Chrysler, and Volkswagen. Our business tould be materially adversely impatted by another bankruptty of or other adverse event related to a major vehitle manufatturer or related lender. Contentrations of tredit... -
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... 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. The franthises in eath segment also sell used vehitles, parts and automotive servites, and automotive finante... -
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...(Continued) Reportable segment revenue, segment intome, floorplan interest expense, depretiation and amortization, total assets, and tapital expenditures are as follows: 2012 Years Ended December 31, 2011 2010 Revenues: Domestit Import Premium Luxury Total segment intome $ Corporate and other... -
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...25.1 14.2 87.3 20.7 22.4 23.4 $ $ 17.2 83.7 $ 19.6 18.2 18.7 76.8 2012 Years Ended December 31, 2011 2010 Tssets: Domestit Import Premium Luxury Corporate and other: Goodwill Franthise rights Other Corporate and other assets $ 1,883.8 1,769.2 1,513.8 1,237.4 285.7 513.1 7,203.0 $ 1,557... -
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...in this plan for the year ended Detember 31, 2012, is outlined in the table below. The "EIN/Pension Plan Number" tolumn provides the Employer Identifitation Number (EIN) and the three-digit plan number. The most retent PPA zone status available in 2012 and 2011 is for the plan's year end at Detember... -
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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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...permitted, management eletted to extlude the six stores that we atquired on Detember 21, 2012 (Boardwalk Audi, Boardwalk Porsthe, Boardwalk Volkswagen, Park Cities Volkswagen, MtKinney Volkswagen, and Spring Chrysler Jeep Dodge Ram) from its assessment of internal tontrol over finantial reporting as... -
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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 2013 Annual Meeting of Stotkholders to be filed with the SEC within 120 days after the end of the fistal year ended Detember 31, 2012. ITEM 11. EXECUTIVE... -
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... as part of this Form 10-K. Certain of the agreements listed as exhibits to this Form 10-K (intluding the exhibits to suth agreements), whith have been filed to provide investors with information regarding their terms, tontain various representations, warranties, and tovenants of AutoNation, Int... -
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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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... 2010 Indenture, dated Marth 7, 2012, relating to the Company's 5.5% Senior Notes due 2020. AutoNation, Int. 1995 Amended and Restated Employee Stotk Option Plan, as amended to date. AutoNation, Int. Amended and Restated 1995 Non-Employee Direttor Stotk Option Plan. Amendment, dated Ottober 24, 2006... -
Page 102
... Plan (for grants in 2009 and thereafter). Honda Agreement, dated January 28, 2009, between AutoNation, Int., Ameritan Honda Motor Co., Int. and ESL Investments, Int. Toyota Agreement, dated January 28, 2009 (the "Toyota Agreement"), among AutoNation, Int., Toyota Motor Sales, U.S.A., Int., ESL... -
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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* Statement Regarding Computation of Ratio of Earnings to Fixed Charges. Subsidiaries of AutoNation...are management tontratts or tompensatory plans, ... -
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... interest expense (a) Other interest expense (b) Capitalized interest costs Interest component of rent expense $ 2012 516.8 $ - 149.7 - (0.6) 665.9 $ 2011 2010 2009 2008...interest expense associated with discontinued operations. In the year ended December 31, 2008, earnings were insufficient to... -
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... All-State Rent A Car, Inc. American Way Motors, Inc. AN Cadillac of WPB, LLC Dobbs Honda on Mendenhall Nevada Tennessee Delaware Delaware Delaware Delaware Delaware AutoNation Cadillac West Palm Beach AN Central Region Management, LLC AN Chevrolet - Arrowhead, Inc. AN CJ Valencia, Inc. Power... -
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... Chrysler Dodge Jeep Ram; AutoNation Collision Center Delaware Delaware Delaware AN Subaru Motors, Inc. AN T. Imports of Atlanta, LLC AN Texas Region Management, Ltd. Power Subaru Scottsdale Team Toyota Mall of Georgia; Team Scion Mall of Georgia AutoNation Shared Service Center Texas Delaware... -
Page 107
... Chevrolet; Appleway Mazda-Subaru; Appleway Mitsubishi; Appleway Toyota; AutoWay 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 VI, Inc. Auto... -
Page 108
... Ford Frisco AutoNation Nissan Irving; AutoNation Collision Center Irving AutoNation Nissan Lewisville Texas Texas Delaware Bankston Nissan Lewisville, Ltd. Texas California Bargain Rent-A-Car Lexus of Cerritos Batfish, LLC Colorado Arizona California BBCSS, Inc. Beach City Chevrolet Company... -
Page 109
... Carwell, LLC Centennial Automotive, LLC Mercedes-Benz of South Bay; Land Rover South Bay; Power Collision Center of South Bay; Power Value Vehicles Outlet South Bay GO Dodge Arapahoe Power Volvo Irvine Delaware Delaware California Cerritos Body Works Holding, LLC Cerritos Body Works, Inc... -
Page 110
... Ford; Cook-Whitehead Ford Collision - Panama City Champion Collision Center Corpus Power Honda Costa Mesa Florida Florida Delaware Delaware Delaware California Corpus Christi Collision Center, Inc. Costa Mesa Cars Holding, LLC Costa Mesa Cars, Inc. Courtesy Auto Group, Inc. Courtesy Broadway... -
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...Lexus of Clearwater; Lexus of Tampa Bay; Lexus of Tampa Bay Collision Center Hayward Dodge, Inc. Hillard Auto Group, Inc. Hollywood Imports Limited, Inc. Hollywood Kia, Inc. Texas AutoNation Honda Hollywood; AutoNation Collision Center Hollywood Florida Florida Ohio Delaware Horizon Chevrolet... -
Page 112
.... GO Toyota Scion Arapahoe Desert Audi; Desert BMW of Henderson; Desert BMW of Las Vegas; Desert MINI of Las Vegas; Desert Volkswagen; Desert Value Vehicles Outlet Las Vegas Kenyon Dodge, Inc. Florida King's Crown Ford, Inc. Kirkland Motors Mike Shad Ford at the Avenues Mercedes-Benz of Miami... -
Page 113
... Ohio Delaware Delaware Delaware Newport Beach Cars Holding, LLC Newport Beach Cars, LLC Newport Auto Center Nichols Ford, Ltd. Nichols GP, LLC AutoNation Ford South Fort Worth; AutoNation Collision Center Fort Worth AutoWay Nissan of Brandon Team Chevrolet at Northpoint BMW of Bellevue Texas... -
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..., LLC Arizona Power Toyota Tempe; Power Scion Tempe Delaware Delaware Delaware Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc. Plains Chevrolet GP, LLC Plains Chevrolet, Ltd. Plains Chevrolet; AutoNation Collision Center Texas Nevada PMWQ, Inc. PMWQ, Ltd. Port City Imports, Inc. Prime Auto... -
Page 115
... South Broadway GO Chrysler Jeep Dodge Southwest Mercedes-Benz of Fort Lauderdale California Delaware Delaware Florida Delaware Delaware Star Motors, LLC Steakley Chevrolet GP, LLC Steakley Chevrolet, Ltd. Steeplechase Motor Company Texas Texas Steve Moore Chevrolet Delray, LLC AutoNation... -
Page 116
... Nissan of South Bay Delaware Tousley Ford, Inc. Toyota Cerritos Limited Partnership Tousley Ford; Tousley Pre-Owned Outlet Minnesota Georgia Delaware Triangle Corporation T-West Sales & Service, Inc. Valencia Auto Imports, Inc. Valencia B. Imports Holding, LLC Desert Toyota and Scion Nevada... -
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State of Legal Entity Current DBA(s) Organization Westmont B. Imports, Inc. Westmont M. Imports, Inc. Woody Capital Investment Company II Woody Capital Investment Company III Laurel BMW of Westmont Mercedes-Benz of Westmont Delaware Delaware Colorado Colorado Texas Working Man's Credit Plan, ... -
Page 118
...years in the three-year period ended December 31, 2012, and the effectiveness of internal control over financial reporting as of December 31, 2012, which reports appear in the December 31, 2012 annual report on Form 10-K of AutoNation... 14, 2013 Fort Lauderdale, Florida Certified Public Accountants -
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Exhibit 31.1 CERTIFICATION I, Michael J. Jackson, certify that: 1. I have reviewed this annual report on Form 10-K of AutoNation, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ... -
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Exhibit 31.2 CERTIFICATION I, Michael J. Short, certify that: 1. I have reviewed this annual report on Form 10-K of AutoNation, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made... -
Page 121
...OF 2002 In connection with the Annual Report on Form 1n-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2n12 , 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 122
...connection with the Annual Report on Form 10-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2012 , 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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