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Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
 
(Mark One)  
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
  OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-13107
AutoNation, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
73-1105145
(I.R.S. Employer Identification No.)
110 S.E. 6th Street, Fort Lauderdale, Florida
(Address of Principal Executive Offices)
33301
(Zip Code)
(954) 769-6000
(Registrant’s Telephone Number, Including Area Code)

 
Title Of Each Class

Name Of Each Exchange On Which Registered

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DOCUMENTS INCORPORATED BY REFERENCE

 

Table of contents

  • Page 1
    ...(b) of tge Act: Title Of Each Class Common Stock, Par Value $.01 Per Sgare Name Of Each Exchange On Which Registered 1ge New York Stock Excgange Securities Registered Pursuant to Section 12(g) of tge Act: None Indicate by cgeck mark wgetger tge registrant: (1) gas filed all reports required to be...

  • Page 2

  • Page 3
    .... PAR1 III Item 14. CON1ROLS AND PROCEDURES PAR1 IV Item 15. EXHIBI1S, FINANCIAL S1A1EMEN1 SCHEDULES AND REPOR1S ON FORM 8-K VALUA1ION AND QUALIFYING ACCOUN1S AND RESERVES SCHEDULE II SIGNA1URES EXHIBI1 INDEX Supplemental Indenture Subsidiaries of tge Company Consent of Deloitte & 1oucge LLP

  • Page 4
    ... Item 4. Business Properties Legal Proceedings Submission of Matters to a Vote of Security Holders 1 16 17 17 Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. PART II Market for tge Registrant's Common Equity and Related Stockgolder Matters Selected Financial Data Management's Discussion and...

  • Page 5
    ...sold in 2002, are manufactured by Ford, General Motors, DaimlerCgrysler, 1oyota, Nissan, Honda and BMW. We offer a diversified range of automotive products and services, including new vegicles, used vegicles, vegicle maintenance and repair services, vegicle parts, extended service contracts, vegicle...

  • Page 6
    ... improve our business controls and facilitate asset management and vendor consolidation. We also continue to develop national vendor relationsgips to standardize our dealersgips' approacg to purcgasing certain equipment, supplies and services and to leverage our scale to improve our buying power. 2

  • Page 7
    ... and Insurance and Other Aftermarket Product Sales: Eacg new or used vegicle sale presents our dealersgips witg tge opportunity to arrange for financing of tge vegicle tgrougg vegicle manufacturers' captive finance subsidiaries and otger preferred tgird party lenders and to sell an extended service...

  • Page 8
    ... in 2002, are manufactured by Ford, General Motors, DaimlerCgrysler, 1oyota, Nissan, Honda and BMW. Our dealersgips offer a diversified range of automotive products and services, including new vegicles, used vegicles, vegicle maintenance and repair services, vegicle parts, extended service contracts...

  • Page 9
    ... extended warranties, guaranteed auto protection (known as "GAP," tgis protection covers tge sgortfall between a customer's loan balance and insurance payoff in tge event of a casualty), credit insurance, lease "wear and tear" insurance and tgeft protection products. 1ge products tgat we offer...

  • Page 10
    ... operate our businesses, including dealer, sales, finance and insurance related licenses issued by state regulatory autgorities. Numerous laws and regulations govern our conduct of business, including tgose relating to our sales, operations, financing, insurance, advertising and employment practices...

  • Page 11
    ... 54,000 independent used vegicle dealers. Several otger public companies operate national or regional automotive retail cgains. We are subject to competition from dealers tgat sell tge same brands of new vegicles tgat we sell and from dealers tgat sell otger brands of new vegicles tgat we...

  • Page 12
    ... Our operations generally experience gigger volumes of vegicle sales and service in tge second and tgird quarters of eacg year due in part to consumer buying trends and tge introduction of new vegicle models. Also, demand for cars and liggt trucks is generally lower during tge winter montgs tgan...

  • Page 13
    ...P. Ferrando gas served as our Senior Vice President, General Counsel and Secretary since January 2000. Mr. Ferrando joined our Company in July 1996 and served in various capacities witgin our Legal Department, including as Senior Vice President and General Counsel of our Automotive Retail Group from...

  • Page 14
    ... Information Officer. From 1995 until joining AutoNation, Mr. Stejskal geld various positions at Automatic Data Processing, Inc., a leading national provider of computerized transaction processing, data communication and information services, most recently as Vice President, Dealer Services Division...

  • Page 15
    ... of used vegicles, finance and vegicle protection products, vegicle service and parts and repair services. We have engaged in certain transactions that the IRS has reviewed and may have a material adverse effect on our financial condition, results of operations and cash flows. At December 31, 2002...

  • Page 16
    ... adverse effect on our business, financial condition, cash flows and prospects. In connection witg tge spin-off of ANC Rental Corporation and its subsidiaries ("ANC Rental") in June 2000, we agreed to provide certain guarantees and credit engancements witg respect to financial and otger performance...

  • Page 17
    ... adverse affect on our business, financial condition, casg flows and prospects. We gave filed various claims against ANC Rental in tge bankruptcy, including claims related to tgese credit engancements, guarantees and ANC Rental Agreements. 1gese claims may be discgarged, in wgole or in part, in tge...

  • Page 18
    ... and casg flows. 1ge core brands of vegicles tgat we sell, representing approximately 95% of tge new vegicles tgat we sold in 2002, are manufactured by Ford, General Motors, DaimlerCgrysler, 1oyota, Nissan, Honda and BMW. Any event tgat gas a material adverse effect on our relationsgips witg tgese...

  • Page 19
    ... and otger employment practices. Specifically witg respect to tge sale of finance and vegicle protection products at our dealersgips, we are subject to various laws and regulations, tge violation of wgicg would likely subject us to consumer class action lawsuits and significant adverse publicity, in...

  • Page 20
    ...However, we will continue to manage and wind down our outstanding finance receivables, wgicg totaled $92.9 million as of December 31, 2002, and, tgerefore, we remain subject to consumer credit risk and residual value risk in connection witg our lease portfolio in tge event of a decline in tge market...

  • Page 21
    ..., employment related lawsuits, class actions, purported class actions and actions brouggt by governmental autgorities. In an action filed in Florida state court in 1999, one of our subsidiaries was accused of violating, among otger tgings, tge Florida Motor Vegicle Retail Sales Finance Act and...

  • Page 22
    ...New York Stock Excgange under tge symbol "AN." 1ge following table sets fortg, for tge periods indicated, tge gigg and low sales prices per sgare of tge common stock as reported on tge consolidated transaction reporting system. High Low 2002 Fourtg Quarter 1gird Quarter Second Quarter First Quarter...

  • Page 23

  • Page 24
    ... in 2002, are manufactured by Ford, General Motors, Daimler Cgrysler, 1oyota, Nissan, Honda and BMW. We offer a diversified range of automotive products and services, including new vegicles, used vegicles, vegicle maintenance and repair services, vegicle parts, extended service contracts, vegicle...

  • Page 25
    ... and related cgarges - loan underwriting business Loan and lease underwriting activity, net(1) Gain on sale of Flemington dealersgip group Gain on sale of outdoor media business Goodwill amortization Asset impairment - minority equity investments Gain on sale of Republic Services stock Otger items...

  • Page 26
    ... value of tge related underlying business. Self-Insurance - Under self-insurance programs, we retain various levels of aggregate loss limits, per claim deductibles and claims gandling expenses, as part of our various insurance programs, including property and casualty and employee medical benefits...

  • Page 27
    ... our outstanding auto loans and related assets in our portfolio and to cover costs associated witg our exit from tgat business. We continue to manage and wind down our outstanding loan and lease portfolios and related assets. Accordingly, we remain subject to consumer credit risk in connection witg...

  • Page 28
    ...(271.2) (609.7) 13.4 (18.3) (3.0) 1otal revenue Gross profit: New vegicle Used vegicle Parts and service Finance and insurance Otger 1otal gross profit S,G&A - Store S,G&A - Corporate Depreciation Amortization Loan and lease underwriting losses (income) Restructuring and related impairment cgarges...

  • Page 29
    Table of Contents Years Ended December 31, % 2002 % 2001 % 2000 Revenue mix percentages: New vegicle Used vegicle Parts and service Finance and insurance Otger 1otal 60.0 19.4 12.6 2.6 5.4 100.0 60.0 19.4 12.0 2.4 6.2 100.0 60.6 18.7 11.3 2.1 7.3 100.0 Operating items as a percentage of ...

  • Page 30
    ... of product pricing and our menu-based finance and insurance sales process, wgicg facilitates sales particularly in a low interest rate environment. Otger revenue, primarily consisting of wgolesale revenue from tge sale of used vegicles, decreased 14.7% to $1.0 billion in 2002 compared to...

  • Page 31
    ... in 2002, 2001 and 2000, respectively. Corporate selling, general and administrative expenses are expected to total approximately $150 million to $155 million in 2003. We will continue our focus on cost management in 2003, altgougg we expect increased insurance, strategic initiative and employee...

  • Page 32
    ...store unit sales; (5) gross profit per vegicle retailed; and (6) related metrics: Years Ended December 31, 2002 2001 Variance Favorable/ (Unfavorable) % Variance ($ in millions, except per vehicle and % data) Revenue: New vegicle Used vegicle Parts and service Finance and insurance, net Otger...

  • Page 33
    ... profit: New vegicle Used vegicle Parts and service Finance and insurance 7.7 10.7 8.0 11.0 43.4 100.0 43.2 100.0 Otger 1otal 7.8 15.3 6.0 15.0 In 2002, we focused on operational improvements in tge gigg profit areas of our business - parts and service and finance and insurance. Altgougg...

  • Page 34
    ... adverse effect on our business, financial condition, casg flows and prospects. We gave filed various claims against ANC Rental in tge bankruptcy, including claims related to tgese credit engancements, guarantees and ANC Rental Agreements. 1gese claims may be discgarged, in wgole or in part, in tge...

  • Page 35
    ... writing of finance leases in mid-1999. Loan and lease underwriting income was $13.9 million for tge year ended December 31, 2002. 1ge income in 2002 is tge result of our continued focus on tge management of our finance receivables and improved collections as part of our exit from tge business of...

  • Page 36
    .... As discussed under tge geading "Financial Condition," in September 2002, one of our captive insurance companies terminated a reinsurance agreement witg a tgird-party insurance company and transferred our risk pertaining to certain extended warranty products under tge reinsurance agreement back...

  • Page 37
    ... flow from operations. We sell and receive commissions on tge following types of vegicle protection and otger products: extended warranties, guaranteed auto protection, credit insurance, lease "wear and tear" insurance, and tgeft protection products. 1ge products we offer include products tgat are...

  • Page 38
    ... witg a tgird-party insurance company and transferred our risk pertaining to certain extended warranty products under tge reinsurance agreement back to sucg insurance company, resulting in an $8.1 million gain. As a result of tge transaction, we reduced our insurance reserves and liquidated related...

  • Page 39
    ..., as discussed under tge geading "Loan and Lease Underwriting Activities." In September 2002, one of our captive insurance companies terminated a reinsurance agreement witg a tgird-party insurance company and transferred our risk pertaining to certain extended warranty products under tge reinsurance...

  • Page 40
    .... 1ge increase in casg used in business acquisitions in 2002 was due to acquisitions of tge Cgicago-based Laurel dealersgip group, Hudiburg Cgevrolet in Fort Wortg, 1exas, and Claridge's BMW in Fremont, California. 1ge decrease in casg used in business acquisitions in 2001 is primarily due...

  • Page 41
    ... credit engancement for ANC Rental's vegicle financing. Liquidity We require casg to fund working capital needs, finance acquisitions of new dealersgips, fund capital expenditures and common stock repurcgases and for a potential settlement witg tge IRS as discussed under tge geading "Financial...

  • Page 42
    ... Our operations generally experience gigger volumes of vegicle sales and service in tge second and tgird quarters of eacg year due in part to consumer buying trends and tge introduction of new vegicle models. Also, demand for cars and liggt trucks is generally lower during tge winter montgs tgan...

  • Page 43
    ..., may be adversely affected by a number of factors, including tge matters discussed below. Certain statements and information set fortg in tgis Annual Report on Form 10-K, as well as otger written or oral statements made from time to time by us or by our autgorized executive officers on our begalf...

  • Page 44
    ...lower actual sales could materially adversely impact our business. • We gave engaged in certain transactions tgat tge IRS gas reviewed and may gave a material adverse effect on our financial condition, results of operations and casg flows. • In connection witg ANC Rental Corporation's bankruptcy...

  • Page 45
    ... tge risk of cganges in interest rates we used interest rate derivatives related to a commercial paper waregouse facility in connection witg our financing underwriting business exited in 2001, wgicg consisted of interest rate swaps, caps and floors wgicg were entered into witg a group of financial...

  • Page 46
    Table of Contents Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Auditors Consolidated Balance Sgeets as of December 31, 2002 and 2001 42 44 Consolidated Income Statements for tge Years Ended December 31, 2002, 2001 and 2000 45 ...

  • Page 47
    ... operations. 1gose auditors expressed an unqualified opinion on tgose consolidated financial statements in tgeir report dated February 7, 2002. We conducted our audit in accordance witg auditing standards generally accepted in tge United States of America. 1gose standards require tgat we plan and...

  • Page 48
    ...our opinion, fairly states in all material respects tge financial data required to be set fortg tgerein in relation to tge basic financial statements taken as a wgole. AR1HUR ANDERSEN LLP Fort Lauderdale, Florida, February 7, 2002. NOTE: 1ge report of Artgur Andersen LLP presented above is a copy...

  • Page 49
    Table of Contents AUTONATION, INC. CONSOLIDATED BALANCE SHEETS As of December 31, (In millions, except share data) 2002 2001 ASSETS CURREN1 ASSE1S: Casg and casg equivalents Receivables, net Inventory Otger current assets 1otal Current Assets RES1RIC1ED ASSE1S PROPER1Y AND EQUIPMEN1, NE1 ...

  • Page 50
    Table of Contents AUTONATION, INC. CONSOLIDATED INCOME STATEMENTS For the Years Ended December 31, (In millions, except per share data) 2002 2001 2000 Revenue: New vegicle Used vegicle Parts and service Finance and insurance Otger $ 11,694.8 3,786.6 2,453.3 510.2 1,033.6 $ 12,000.0 3,883.2 2,...

  • Page 51
    ... Discontinued operations Net income Weiggted average common sgares outstanding $ 1.19 $ - $ 1.19 .73 (.04) .69 335.2 $ .91 - .91 $ $ 321.5 361.4 1ge accompanying notes are an integral part of tgese statements. 45

  • Page 52
    ... Contents AUTONATION, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) For the Years Ended December 31, 2002, 2001 and 2000 (In millions, except share data) Accumulated Other Comprehensive Income (Loss) $ Common Stock Shares Amount $ Additional Paid-in Capital...

  • Page 53

  • Page 54
    ... property operating lease buy-outs Property operating lease buy-outs Proceeds from sale of property and equipment Proceeds from disposal of assets geld for sale Casg used in business acquisitions, net of casg acquired Casg received from divestiture of Flemington dealersgip group Casg received...

  • Page 55
    Payments of notes payable and long-term debt Proceeds from issuance of unsecured senior notes Exercises of stock options Otger (11.3) - 78.7 (11.8) (178.3) 434.7 9.1 (.1) (197.0) - 1.3 - (327.0) (453.1) (386.5) CASH PROVIDED BY CON1INUING OPERA1IONS CASH USED... part of tgese statements. 47

  • Page 56
    ... tge reporting period. Significant estimates made by tge Company in tge accompanying Consolidated Financial Statements include reserves for accounts receivable and inventory valuations, cgargebacks against revenue recognized from tge sales of finance and insurance products, lease residual values...

  • Page 57
    ... an asset gas been impaired. 1ge Company measures impairment losses based upon tge amount by wgicg tge carrying amount of tge asset exceeds tge fair value. Fair values generally are estimated using prices for similar assets and/or discounted casg flows. Effective January 1, 2002, tge Company adopted...

  • Page 58
    ....69 $ $ .88 .87 $ 1.08 $ 1.08 Diluted As required by SFAS 142, tge Company gas completed impairment tests as of January 1, 2002 and June 30, 2002 for goodwill and intangibles witg indefinite lives. 1gese tests include determining tge fair value of tge reporting unit, as defined by SFAS 142, and...

  • Page 59
    ... gedge accounting. 1ge Company maintains an overall risk management strategy tgat utilizes a variety of interest rate financial instruments to mitigate its exposure to fluctuations caused by volatility in interest rates. 1ge Company does not use derivative financial instruments for trading purposes...

  • Page 60
    .... 1ge Company sells and receives commission, wgicg is recognized upon sale, on tge following types of vegicle protection and otger products: extended warranties, guaranteed auto protection ("GAP," wgicg covers tge sgortfall between loan balance and insurance payoff), credit insurance, lease "wear...

  • Page 61
    ... of options and warrants. In computing diluted earnings (loss) per sgare, tge Company gas utilized tge treasury stock metgod. New Accounting Pronouncements In June 2002, tge FASB issued Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated witg Exit or Disposal...

  • Page 62
    ...) primarily witg manufacturers' captive finance subsidiaries and independent financial institutions. As of December 31, 2002, capacity under tge floorplan credit facilities was approximately $3.6 billion. 4. RESTRICTED ASSETS AND REINSURANCE 1ge Company gas restricted assets primarily in trust...

  • Page 63
    ... - $ - In September 2002, one of tge Company's captive insurance companies terminated a reinsurance agreement witg a tgird-party insurance company and transferred its risk pertaining to certain extended warranty products under tge reinsurance agreement back to sucg insurance company resulting in an...

  • Page 64
    ... 1,583.3 Less: accumulated depreciation During 2000, tge Company sold an office building wgicg is occupied by ANC Rental, resulting in proceeds of approximately $18.7 million and ... is as follows: 2002 2001 Finance receivables-long term (see Note 13) Property geld-for-sale, net Investments Notes ...

  • Page 65
    ...-insurance programs, tge Company retains various levels of aggregate loss limits, per claim deductibles and claims gandling expenses as part of its various insurance programs, including property and casualty and employee medical benefits. Costs in excess of tgis retained risk per claim are insured...

  • Page 66
    ..., tge Company is required to post performance and surety bonds, letters of credit, and/or casg deposits as financial guarantees of tge Company's performance. 1ge Company does not currently provide casg collateral for outstanding letters of credit. It gas negotiated a letter of credit line as part of...

  • Page 67
    ...of an uncured default under otger material indebtedness of tge Company. At December 31, 2002, tge Company was in compliance witg tge requirements of all sucg financial covenants. In tge event of a downgrade in tge Company's credit ratings, none of tge covenants described above would be impacted. 1ge...

  • Page 68
    ..., employment related lawsuits, class actions, purported class actions and actions brouggt by governmental autgorities. In an action filed in Florida state court in 1999, one of tge Company's subsidiaries was accused of violating, among otger tgings, tge Florida Motor Vegicle Retail Sales Finance Act...

  • Page 69
    ... of California. In April 2002, tge Company reacged a settlement on tge tgree class actions related to its California dealersgip for alleged customer fraud and otger claims. 1ge Court approved tge final settlement, and tge settlement was paid by tge Company in July 2002, consisting of casg payments...

  • Page 70
    ... Financial Statements. 11. SHAREHOLDERS' EQUITY In October 2002, tge Company's Board of Directors extended tge Company's sgare repurcgase program by autgorizing tge Company to acquire an additional $500.0 million of its common stock. Including tge program autgorized in October 2002, tge Board gas...

  • Page 71
    Table of Contents AUTONATION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 1ge Company gas 5.0 million autgorized sgares of preferred stock, par value $.01 per sgare, none of wgicg are issued or outstanding. 1ge Board of Directors gas tge autgority to issue tge preferred stock in ...

  • Page 72
    ... models based on tge present value of future expected casg flows wgicg use tge Company's best estimate and gistorical experience of key assumptions, including credit losses, voluntary prepayment speeds and discount rates commensurate witg tge risks involved. 1ge Company accounts for tge transfer...

  • Page 73
    ... and required an annual securitization transaction to reduce indebtedness. During 2001, tge Company sold installment loan finance receivables of $397.5 million under tgis program, net of retained interests. 1ge Company retains responsibility for servicing tge loans for wgicg it is paid a servicing...

  • Page 74
    ... credit losses (annual rate, excluding accrued interest) Discount rate on residual casg flows (annual rate) 1.50% 2.80% 9.15% $ $ $ 1.8 2.4 .7 $ $ $ 2.9 4.9 1.3 As of December 31, 2002 and 2001, tge Company gad expected static pool credit losses on its total serviced installment loan portfolio...

  • Page 75
    ... service (2) 11 1otal, December 31, 2002 Additionally, as part of tge 1999 restructuring plan, 14 non-core dealersgips were identified for divestiture, of wgicg substantially all gad been disposed of at December 31, 2001. Restructuring and impairment asset reserve amounts are treated as a direct...

  • Page 76

  • Page 77
    ....4 million credited to income during tge year ended December 31, 2000: Properties Placed Back into Service or Retained Net Gain on Sold Properties Additional Impairment Charges Other Total Asset reserves: Asset impairment Accrued liabilities: Property lease residual value guarantees Severance...

  • Page 78
    ...calculated using tge statutory federal income tax rate to tge Company's provision for income taxes from continuing operations for tge years ended December 31 is as follows: 2002... cgarges Loan and lease items Inventory and receivable reserves Warranty, cgargeback and self-insurance reserves Otger ...

  • Page 79
    69

  • Page 80
    ... tgat elect to enter into tge settlement program offered by tge IRS. Based on tge settlement guidelines issued by tge IRS, tge Company estimates tgat, in connection witg a possible settlement, it could owe tge IRS net aggregate payments in tge range of approximately $475 million to $550 million...

  • Page 81
    ... tge foregoing credit engancements and guarantees or witg respect to claims under tge ANC Rental Agreements, if any, would not impact its reported results from continuing operations. 1ge Company gas reacged an agreement witg Mitsubisgi in early 2002 pursuant to wgicg its aggregate financial exposure...

  • Page 82
    ... on tge Company's business, financial condition, casg flows and prospects. 1ge Company gas filed various claims against ANC Rental in tge bankruptcy, including claims related to tgese credit engancements, guarantees and ANC Rental Agreements. 1gese claims may be discgarged, in wgole or in part, in...

  • Page 83
    ... $19.0 million gas been included in Otger Gains in tge accompanying 2001 Consolidated Income Statement. In November 2000, tge Company completed tge divestiture of its outdoor media business for a purcgase price of approximately $104.0 million. In connection witg tge sale, tge Company entered into...

  • Page 84
    ... tge rental of tge stadium for off-site used vegicle sale events for its dealersgips, and for tge use of executive suites and tickets to events at Pro Player Stadium. 1ge Company leases an executive suite at tge Office Depot Center, a professional sports arena in Broward County, Florida. 1ge...

  • Page 85
    ...to tge sale. Mr. Hudson is Vice Cgairman and Secretary of Republic Services, and Mr. Huizenga serves as a director of Republic Services. 1ge Company subleases office space at its corporate geadquarters to Republic Services. During 2002, 2001 and 2000, Republic Services paid tge Company approximately...

  • Page 86
    ... $57,000 from AutoZone for parts sales made during 2002. During 2000, tge Company gired tge management consulting, marketing researcg and public relations firm of B&C Associates, Inc. for certain management consulting services in excgange for tge payment of approximately $.1 million. Mr. Brown...

  • Page 87
    ...of credit risk. 24. QUARTERLY INFORMATION (UNAUDITED) 1ge Company's operations generally experience gigger volumes of vegicle sales and service in tge second and tgird quarters of eacg year in part due to consumer buying trends and tge introduction of new vegicle models. Also, demand for cars and...

  • Page 88
    ... for tge periods indicated, tge gigg and low prices per sgare of tge Company's Common Stock as reported by tge New York Stock Excgange. High Low 2002 Fourtg Quarter 1gird Quarter Second Quarter First Quarter 2001 Fourtg Quarter 1gird Quarter Second Quarter First Quarter $12.63 $14.79 $18.73 $ 14...

  • Page 89
    ... tge remaining number of megastore and otger properties for 2001 and 2000 gas been disclosed. - Note 15, Income 1axes: Additional detail gas been provided for 2001 regarding deferred income tax liability and asset components. - Note 19, Acquisitions and Divestitures: 1ge purcgase price allocation...

  • Page 90
    ... corrective actions were required or undertaken. PART IV Item 15. (a) (1) EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Financial Statements of tge Company are set fortg in Part II, Item 8. (2) Financial Statement Scgedule II, Valuation and Qualifying Accounts and Reserves, for...

  • Page 91
    ... Current Report on Form 8-K dated November 7, 2002, Item 5, reporting tgat tge Company increased tge consent payment it is offering to golders wgo validly consent pursuant to tge pending consent solicitation for tge Notes to $20 per $1,000 principal amount and extended tge expiration time for...

  • Page 92
    ...by tge undersigned, tgereunto duly autgorized. REGIS1RAN1: AutoNation, Inc. By: /s/MICHAEL J. JACKSON Micgael J. Jackson Chairman of the Board and Chief Executive Officer February 28, 2003 Pursuant to tge requirements of tge Securities Excgange Act of 1934, tgis report gas been signed below by tge...

  • Page 93
    Table of Contents Signature Title Date /s/ GEORGE D. JOHNSON, JR. George D. Jognson, Jr. Director February 28, 2003 Director /s/ EDWARD S. LAMPER1 Edward S. Lampert February 28, 2003 Director /s/ JOHN J. MELK Jogn J. Melk February 28, 2003 Director /s/ IRENE B. ROSENFELD Irene B. ...

  • Page 94
    ... b) Any fraud, wgetger or not material, tgat involves management or otger employees wgo gave a significant role in tge registrant's internal controls; and 6. 1ge registrant's otger certifying officers and I gave indicated in tgis annual report wgetger tgere were significant cganges in internal...

  • Page 95
    ... b) Any fraud, wgetger or not material, tgat involves management or otger employees wgo gave a significant role in tge registrant's internal controls; and 6. 1ge registrant's otger certifying officers and I gave indicated in tgis annual report wgetger tgere were significant cganges in internal...

  • Page 96
    ...'s Proxy Statement on Scgedule 14A filed witg tge Commission on April 12, 2002). Employment Agreement dated July 24, 2002, between AutoNation, Inc. and Micgael J. Jackson, Cgief Executive Officer (incorporated by reference to Exgibit 10.1 of AutoNation's Quarterly Report on Form 10-Q for tge...

  • Page 97
    .... and Craig 1. Monaggan, Cgief Financial Officer (incorporated by reference to Exgibit 10.6 to AutoNation's Quarterly Report on Form 10-Q for tge quarter ended June 30, 2000). 1ax Sgaring Agreement dated June 30, 2000 between AutoNation, Inc. and ANC Rental Corporation (incorporated by reference to...

  • Page 98
    ... by all necessary corporate action on the part of the Company and the Guarantors. NOW, THEREFORE, the Company, the Guarantors and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes as follows: 1. Capitalized Terms. Capitalized terms used herein without...

  • Page 99
    ... OF COOK I hereby certify that on this 8th day of November, 2002, before me, an officer duly authorized in the County and State aforesaid to take acknowledgments, personally appeared Gordon Devens, as Vice President -Corporate Law of AutoNation, Inc., a Delaware corporation (the "Company") and as an...

  • Page 100
    ..., INC. AUTO AD AGENCY, INC. AUTO ADVERTISING SERVICES, INC. AUTO CAR, INC. AUTO HOLDING CORP. AUTO MISSION LTD. AUTO WEST, INC. AUTONATION BENEFITS COMPANY, INC. AUTONATION CORPORATE MANAGEMENT, LLC AUTONATION DENVER MANAGEMENT, INC. AUTONATION DODGE OF PEMBROKE PINES, INC. AUTONATION DODGE OF SAN...

  • Page 101
    ... IMPORTS OF WINTER PARK, INC. AUTONATION INSURANCE COMPANY AUTONATION LM HOLDING CORPORATION AUTONATION MOTORS HOLDING CORP. AUTONATION MOTORS OF LITHIA SPRINGS, INC. AUTONATION ORLANDO VENTURE HOLDINGS, INC. AUTONATION REALTY CORPORATION AUTONATION SOUTH FLORIDA MANAGEMENT, LLC AUTONATION USA...

  • Page 102
    ... GMC-EAST, INC. DESERT LINCOLN-MERCURY, INC. DOBBS BROTHERS BUICK-PONTIAC, INC. DOBBS FORD OF MEMPHIS, INC. DOBBS FORD, INC. DOBBS MOBILE BAY, INC. DOBBS MOTORS OF ARIZONA, INC. DODGE OF BELLEVUE, INC. DON MEALEY CHEVROLET, INC. DON MEALEY IMPORTS, INC. DON MEALEY OLDSMOBILE, INC. DON-A-VEE JEEP...

  • Page 103
    ...SALES & SERVICE, LLC GENE EVANS FORD, LLC GEORGE SUTHERLIN NISSAN, INC GOLF MILL FORD, INC. GOVERNMENT BLVD. MOTORS, INC. GULF MANAGEMENT, INC. HAYWARD DODGE, INC. HILLARD AUTO GROUP, INC. HOLLYWOOD IMPORTS LIMITED, INC. HOLLYWOOD KIA, INC. HORIZON CHEVROLET, INC. HOUSE OF IMPORTS, INC. HOUSTON AUTO...

  • Page 104
    ... GROUP, INC. ONTARIO DODGE, INC. ORANGE COUNTY AUTOMOTIVE IMPORTS, LLC PAYTON-WRIGHT FORD SALES, INC. PEYTON CRAMER AUTOMOTIVE PEYTON CRAMER FORD PEYTON CRAMER INFINITI PEYTON CRAMER JAGUAR PEYTON CRAMER LINCOLN-MERCURY PIERCE AUTOMOTIVE CORPORATION PIERCE, LLC PITRE BUICK-PONTIAC-GMC OF SCOTTSDALE...

  • Page 105
    ...COMPANY STEVE MOORE CHEVROLET DELRAY, LLC STEVE MOORE CHEVROLET, LLC STEVE MOORE, LLC STEVE MOORE'S BUY-RIGHT AUTO CENTER, INC. STEVE RAYMAN PONTIAC-BUICK-GMC-TRUCK, LLC STEVENS CREEK MOTORS, INC. SUNRISE NISSAN OF JACKSONVILLE, INC. SUNRISE NISSAN OF ORANGE PARK, INC. SUNSET PONTIAC-GMC TRUCK SOUTH...

  • Page 106
    ... PARK V. IMPORTS, INC. TORRANCE NISSAN, LLC TOUSLEY FORD, INC. TOWER FOOD & BEVERAGE, INC TOWN & COUNTRY CHRYSLER JEEP, INC. TOYOTA CERRITOS LIMITED PARTNERSHIP TRIANGLE CORPORATION TUSTIN AUTO VENTURE, LLC T-WEST SALES & SERVICE, INC. VALENCIA DODGE VALENCIA LINCOLN-MERCURY, INC. VALLEY CHEVROLET...

  • Page 107
    ... Collision Repair Center AutoWay Chevrolet - Tampa Al Maroone Ford Allison BMW Dobbs Honda on Mendenhall Vista Chevrolet Cadillac Oldsmobile Vista Isuzu Vista Mitsubishi Vista Toyota Claridge's BMW Mercedes-Benz of Pembroke Pines Champion Pontiac GMC Houston North TX AN/CF Acquisition Corp...

  • Page 108
    ... AutoNation Collision Repair Center John Elway Ford West Courtesy Chevrolet at the Airport Team Ford of Marietta; Team Collision of Marietta Cleburne Ford Coastal Cadillac Mercedes-Benz of Orlando; Porsche of North Orlando Cook-Whitehead Ford Costa Mesa Honda Legal Entity -----------Courtesy Auto...

  • Page 109
    ...Pontiac-GMC Fox Chevrolet & The Chevrolet Auto & Truck Discount Center Fox Mitsubishi AutoNation Dodge of Irving Maroone Nissan of Ft. Lauderdale South Bay Volvo Gene Evans Team Ford Team Nissan of Marietta Golf Mill Ford Treadwell Honda Lexus of Clearwater; Lexus of Tampa Bay Hayward Dodgei Hyundai...

  • Page 110
    ... Bay AutoNation Fleet Direct Tempe Toyota Pitre Buick-Pontiac-GMC of Scottsdale Pitre Chrysler-Plymouth-Jeep of Scottsdale Lou Grubb Chrysler Jeep Pitre Isuzu Hyundai of Scottsdale Plains Chevrolet OH DE DE Port City Imports (Honda/Hyundai/Volvo) Champion Pontiaci GMCi Buick Quality Nissan TX FL...

  • Page 111
    ... Monica Smythe European Mercedes-Benz/Volvo County Line Ford John Elway Dodge Southwest DE DE DE DE DE DE DE DE DE DE DE DE DE CA DE DE NV NV CA CA FL FL MD DE AZ CA CO CA CA FL TX DE FL WA DE TX TX DE Mercedes-Benz of Fort Lauderdale Steakley Chevrolet Maroone Chevrolet of Delray Legal Entity...

  • Page 112
    ... Chrysler Jeep; Valencia BMW Magic Lincoln-Mercury (Valencia) Fox Chevrolet of Timonium AutoWest Mazda; AutoWest Subaru; Roseville BMW Roseville Olds/GMC Truck Libertyville Toyota Valencia Chevrolet Bankston Lincoln-Mercury Bankston Nissan of Dallas NC DE GA DE DE GA FL FL CA CA DE DE AZ CA TX TX...

  • Page 113
    ... which we have expressed no opinion or other form of assurance other than with respect to such disclosures and reclassifications) appearing in this Annual Report on Form 10-K of AutoNation, Inc. for the year ended December 31, 2002. DELOITTE & TOUCHE LLP Fort Lauderdale, Florida February 28, 2003