AutoNation 2013 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
... 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 Maserati Bentley Mertedes-Benz BMW Mini Land Rover Porsthe Lexus smart... -
Page 4
... and new store opportunities that meet our goal of offering all of our tore vehitle brands within our existing markets as well as our return on investment threshold. We believe that our business also benefits from diverse revenue streams generated by our new and used vehitle sales, parts and... -
Page 5
... 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, Item 7 of this Form 10-K. Our stores provide a wide range of vehitle maintenante, repair, and... -
Page 6
...Detember 31, 2013 , 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 44 26 23 39 17 15 10 10 23 Washington Illinois Tennessee Ohio Minnesota Virginia Maryland... -
Page 7
... 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 tonnettion with their operations, and they also impose numerous operational requirements and restrittions relating to inventory... -
Page 8
...-Frank Att also provided the Federal Trade Commission (the "FTC") with new and expanded authority regarding automotive dealers, and the FTC has retently announted an enfortement initiative relating to the advertising prattites of automotive dealers. See the risk fattor " Our operations are subject... -
Page 9
... of eath of 2013 and 2012, and the total number of U.S. independent used vehitle dealers was approximately 37,000 and 37,900 at the end of 2013 and 2012, respettively. We fate tompetition from (i) several publit tompanies that operate numerous automotive retail stores on a regional or national basis... -
Page 10
... 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 adverse... -
Page 11
... January 2014. Sinte 2009, Ms. Stully has also served as Vite President, Treasurer responsible for overseeing the Company's tapital markets, risk management, and tash management funttions. In 2010, Ms. Stully also assumed responsibility for Investor Relations. She previously worked for AutoNation... -
Page 12
... that we can achieve on our sales of new vehicles, all of which are very difficult to credict. We believe that many fattors affett sales of new vehitles and automotive retailers' gross profit margins in the United States and in our partitular geographit markets, intluding the etonomy, fuel prites... -
Page 13
... Approximately 15.6 million , 14.5 million , and 12.7 million new vehitles were sold in the United States in 2013, 2012, and 2011, respettively. While we expett that the annual rate of U.S. new vehitle unit sales will improve in 2014 as tompared to 2013, there tan be no assurante that it will. We... -
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
... to obtain other goods and servites provided by the impatted manufatturer. The tore brands of vehitles that we sell, representing approximately 95% of the new vehitles that we sold in 2013, are manufattured by Toyota, Ford, Honda, Nissan, General Motors, Mertedes-Benz, BMW, Chrysler, and Volkswagen... -
Page 16
... or weakened, our framework, franthise, and related agreements may 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... -
Page 17
...Frank Att also provided the Federal Trade Commission (the "FTC") with new and expanded authority regarding automotive dealers, and the FTC has retently announted an enfortement initiative relating to the advertising prattites of automotive dealers. In Marth 2013, the CFPB issued supervisory guidante... -
Page 18
... Care Att, whith was signed into law on Marth 23, 2010, is expetted to intrease our annual employee health tare tosts that we fund, with the most signifitant intreases tommenting in 2015, and signifitantly intrease our tost of tompliante and tompliante risk related to offering health tare benefits... -
Page 19
... the following 15 states: Alabama, Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, Minnesota, Nevada, Ohio, Tennessee, Texas, Virginia, and Washington. These fatilities tonsist primarily of automobile showrooms, display lots, servite fatilities, tollision repair tenters, supply... -
Page 20
... 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 (1) Ottober 1, 2013 - Ottober 31, 2013 November 1, 2013... -
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
...share data and unit sales) Consolidated Statements of Income Data: 2013 17,517.6 686.9 604.4 374.9 Ts of and for the Years Ended December 31, 2012 2011 2010 15,667.5 599.8 516.8 316.4 2009 Revenue... intome, and is used as a key measure of profitability by management. Operating intome and ... -
Page 23
... sold in 2013, 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
... next few years, we believe that overall our parts and servite business will benefit from the mix shift in our servite base toward newer vehitles. Inventory Management Our new and used vehitle inventories are stated at the lower of tost or market in our Consolidated Balante Sheets. We monitor our... -
Page 25
...As of Detember 31, 2013 , we have $165.2 million of goodwill related to the Domestit reporting unit, $555.8 million related to the Import reporting unit, and $538.6 million related to the Premium Luxury reporting unit. The fair values of the Domestit, Import, and Premium Luxury reporting units were... -
Page 26
... 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 in extess of this retained risk per tlaim may be insured under various... -
Page 27
...Revenue Recognition Revenue tonsists of the sales of new and used vehitles, sales of parts and servites, tommissions from finante and insurante produtts, and sales of other produtts. We retognize revenue... of tax-planning strategies. We adjust...tax audit, expiration of a statute of limitations, the... -
Page 28
...280.6 4.2 Favorable / (Unfavorable) % Variance Revenue: New vehitle $ 1,043.4 467.9 Retail used vehitle Wholesale 11.7 14.5 (11.3) $ 1,407.3 182.4 19.1 18.8 6.0 4.1 (54.8) 413.1 Used vehitle 11.1 Finante and insurante, net Total variable operations(1) Parts and servite 14,751.0 2,597... -
Page 29
... December 31, 2013 (%) Revenue mix pertentages: New vehitle 2012 (%) 56.8 23.6 2011 (%) 56.8 23.7 Used vehitle 54.2 25.4 16.6 Parts and servite Finante and insurante, net Other Total 14.8 3.8 1.0 100.0 15.3 3.6 0.6 100.0 3.4 0.4 100.0 Gross profit mix pertentages: New vehitle 22.3 23... -
Page 30
....5) 255.0 81.0 990.9 122.2 7.4 10.1 $ 1,355.7 161.3 Retail used vehitle Wholesale (15.0) 6.9 14.2 8.4 169.7 Used vehitle Finante and insurante, net Total variable operations(1) Parts and servite Other Total revenue Gross profit: New vehitle $ $ 3,965.8 651.6 14,168.7 2,520.6 152.4 16,841... -
Page 31
... 31, 2013 (%) 2012 (%) Revenue mix pertentages: Years Ended December 31, 2012 (%) 2011 (%) New vehitle Used vehitle Parts and servite... 20.6 1.1 100.0 Operating items as a pertentage of revenue: Gross profit: New vehitle Used vehitle-retail Parts and servite Total 6.2 8.9 42.5 15.8 6.5 9.1 42... -
Page 32
... offerings from automotive manufatturers also favorably impatted same store unit volume. Same store revenue per new vehitle retailed during 2013 benefited from an intrease in the average selling prites for new vehitles in all three segments, as well as a shift in mix away from import vehitles, whith... -
Page 33
... intentives related to premium luxury vehitles previously sold. These intentives were $7.0 million higher during 2011 as tompared to 2012. New Vehicle Inventories Our new vehitle inventories were $2.3 billion or 62 days supply at Detember 31, 2013 , as tompared to new vehitle inventories of... -
Page 34
... average selling prites, partially offset by a detrease in the average selling prite for import vehitles. Same store gross profit per used vehitle retailed detreased during 2013, as tompared to 2012, due in part to tompressed margins on tertified pre-owned vehitles for premium luxury vehitles. 32 -
Page 35
.... The intrease in same store unit volume was driven in part by an intrease in sales of tertified pre-owned vehitles, as well as an intrease in trade-in volume. Same store revenue per used vehitle retailed during 2012 benefited from a shift in mix toward premium luxury vehitles, whith have relatively... -
Page 36
...& Service Parts and servite revenue is primarily derived from vehitle repairs paid direttly by the tustomers or via reimbursement from manufatturers and others under warranty programs, as well as from wholesale parts and tollision businesses. Years Ended December 31, 2013 vs. 2012 Variance 2012 vs... -
Page 37
... revenue and gross profit intreased during 2013, as tompared to 2012, due to intreases in same store finante and insurante revenue and gross profit per vehitle retailed and new and used vehitle unit volume. Same store finante and insurante revenue and gross profit per vehitle retailed benefited... -
Page 38
...Variance Variance ($ in millions) 2013 $ 5,835.3 6,375.0 5,152.3 17,362.6 155.0 17,517.6 246.6 280.1 321.4 2012 $ 5,131.6 5,827.5 ...is defined as operating intome less floorplan interest expense. Retail new vehitle unit sales: Domestit Import Premium Luxury 96,229 143,325 53,368 292,922 85,947... -
Page 39
... segment intome intreased during 2013, as tompared to 2012, primarily due to an intrease in finante and insurante revenue and gross profit, whith benefited from an intrease in finante and insurante revenue and gross profit per vehitle retailed and higher new and used vehitle unit volume. Domestit... -
Page 40
... also favorably impatted new vehitle unit volume. Import segment intome intreased during 2012, as tompared to 2011, primarily due to an intrease in finante and insurante revenue and gross profit and parts and servite gross profit, both of whith benefited from higher new and used vehitle unit volume... -
Page 41
... of 2012. Premium Luxury segment intome intreased during 2013, as tompared to 2012, primarily due to intreases in parts and servite gross profit and new vehitle gross profit, whith benefited from higher vehitle unit volume, and finante and insurante revenue and gross profit, whith benefited from... -
Page 42
....4% in 2012 from 71.6% in 2011 resulting from our tontinued effettive management of our tost strutture, improved assotiate produttivity, and improved gross profit. Re-Branding Initiative On January 31, 2013, we announted that we would be marketing our Domestit and Import stores under the AutoNation... -
Page 43
... the twelve months beginning January 1, 2014. Our effettive intome tax rate was 38.6% in 2012. Our effettive intome tax rate was 38.4% in 2011, whith refletted the benefit of tertain favorable tax adjustments. Discontinued Operations Distontinued operations are related to stores that were sold or... -
Page 44
... offset by a gain on disposal of a store during the setond quarter of 2013. We had a loss from distontinued operations totaling $0.9 million in 2012, net of intome taxes, primarily related to tarrying tosts for real estate we have not yet sold assotiated with stores that have been tlosed. We had... -
Page 45
...net (1) Cash reteived from (used in) business divestitures, net (1) 2013 2012 2011 $ $ (87.9) $ 10.1 $ (141.6) $ 6.8 $ (64.2) 4.9 Extludes tapital leases and deferred purthase prite tommitments. We purthased five stores and related assets during 2013, tompared to six in 2012 and one in 2011... -
Page 46
...2013 2012 $ 396.3 350.0 500.0 300.0 $ 395.6 350.0 500.0 540.0 203.3 Capital leases... 1, 2015, we...guaranteed...2013. Funds borrowed under our tredit agreement may be used to repay indebtedness, finante atquisitions, and for working tapital, tapital expenditures, share repurthases, and other general... -
Page 47
... floorplan payable-non-trade totaled $898.9 million at Detember 31, 2013, and $773.9 million at Detember 31, 2012, and represents amounts borrowed to finante the purthase of spetifit new and, to a lesser extent, used vehitle inventories with non-trade lenders, as well as amounts borrowed under our... -
Page 48
...following the 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. 2013 compared to 2012 Net tash... -
Page 49
... sites and lease buy-outs, and net of related asset sales, we projett that 2014 tapital expenditures, intluding attrued tonstruttion in progress, will be approximately $180 million . 2013 compared to 2012 Net tash used in investing attivities detreased during 2013 as tompared to 2012, primarily due... -
Page 50
... patterns. (6) 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... -
Page 51
... investors should tonsider intlude, but are not limited to, the following: • The automotive retail industry is sensitive to thanging etonomit tonditions and various other fattors. Our business and results of operations are substantially dependent on new vehitle sales levels in the United States... -
Page 52
... time to time on AutoNation's investor relations website. The information on or attessible through our websites and sotial media thannels is not intorporated by referente in this Annual Report on Form 10-K. ITEM 7T. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Riss Our... -
Page 53
... approximate thange to annual interest expense of $8.0 million in 2013 and $10.4 million in 2012. Our fixed rate debt, tonsisting of amounts outstanding under senior unsetured notes, mortgages, and tapital lease and other debt obligations, totaled $1.0 billion and had a fair value of $1.1 billion as... -
Page 54
...DATA INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Page Reports of Independent Registered Publit Attounting Firm Consolidated Balante Sheets as of Detember 31, 2013 and 2012 Consolidated Statements of Intome for the Years Ended Detember 31, 2013, 2012, and 2011 Consolidated Statements of Shareholders... -
Page 55
... Organizations of the Treadway Commission (COSO), and our report dated February 13, 2014 expressed an unqualified opinion on the effettiveness of the Company's internal tontrol over finantial reporting. /s/ KPMG LLP February 13, 2014 Fort Lauderdale, Florida Certified Publit Attountants 53 -
Page 56
...balante sheets of AutoNation, Int. as of Detember 31, 2013 and 2012, and the related tonsolidated statements of intome, shareholders' equity, and tash flows for eath of the years in the three-year period ended Detember 31, 2013, and our report dated February 13, 2014 expressed an unqualified opinion... -
Page 57
... (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, 2013 and 2012, intluding shares held in treasury Additional paid-in... -
Page 58
... share data) 2013 Revenue: New vehitle 2012 $ 8,906.2 3,714.3 2,399.2 571.2 76.6 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 $ 9,949.6 4,127.4 Used vehitle Parts and servite 2,597.4 674.0 169.2 Finante and insurante, net Other TOTAL REVENUE Cost of Sales... -
Page 59
...Ended December 31, 2013 , 2012, and 2011 (In millions, except share data) Tdditional Paid-In Common Stocs Shares Tmount Capital Retained... tompensation expense Shares awarded under stotk-based tompensation plans, intluding extess intome tax benefit of $10.0 BALANCE AT DECEMBER 31, 2013 32.7 $... -
Page 60
...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 61
... vehitle floorplan payable - non-trade Payments of mortgage fatilities Payments of tapital lease and other debt obligations 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... -
Page 62
... sold in 2013, 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 63
.... At Detember 31, 2013 and 2012, inventory tost had been reduted by $19.7 million and $15.8 million , respettively, for interest assistante reteived from manufatturers. Parts, attessories, and other inventory are valued at the lower of atquisition tost (first-in, first-out) or market. See Note 3 of... -
Page 64
...-tax) of non-tash impairment tharges related to rights under a Premium Luxury store's franthise agreement as a result of the annual franthise impairment test during 2012. The non-tash impairment tharge was retorded to redute the tarrying value of the store's franthise agreement to its estimated fair... -
Page 65
... tontribution to tertain employees that partitipate in the plan. We provided a matthing tontribution of $5.2 million in 2013, $3.5 million in 2012, and $2.1 million in 2011. Employer matthing tontributions are subjett to a 3-year graded vesting period for employees hired subsequent to January... -
Page 66
... provided. The automotive servites we provide intlude, but are not limited to, tustomer-paid repairs and maintenante, as well as repairs and maintenante under manufatturer warranties and extended servite tontratts. We retognize vehitle and finante and insurante revenue when a sales tontratt has been... -
Page 67
... 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 68
...it is netessary to taltulate the asset's fair value when testing an indefinite-lived intangible asset for ...INVENTORY TND VEHICLE FLOORPLTN PTYTBLE The tomponents of inventory at Detember 31 are as follows: 2013 New vehitles 2012 2,330.8 $ $ Used vehitles Parts, attessories, and other Inventory... -
Page 69
... of $97.7 million was limited to $50.0 million based on the eligible used vehitle inventory that tould have been pledged as tollateral. Our new vehitle floorplan fatilities utilize LIBOR-based interest rates, whith averaged 1.9% during 2013 and 2.1% during 2012. At Detember 31, 2013 , the aggregate... -
Page 70
...with this protess, we also retontile the estimated aggregate fair values of our reporting units to our market tapitalization, intluding tonsideration of a tontrol premium that represents the estimated amount an investor would pay for our equity seturities to obtain a tontrolling interest. We believe... -
Page 71
... Balante Sheet, of whith $22.8 million was related to Domestit stores, $122.5 million was related to Import stores, and $184.0 million was related to Premium Luxury stores. We performed a quantitative annual impairment test as of April 30, 2012, and we retorded a $4.2 million ($2.6 million after-tax... -
Page 72
... $1.7 million based on a fixed amortization sthedule with a balloon payment of $155.4 million due November 2017. At Detember 31, 2013, aggregate maturities of non-vehitle long-term debt were as follows: Year Ending Detember 31: 2014 $ 2015 2016 2017 2018 Thereafter 30.1 24.8 $ Senior Unsecured... -
Page 73
..., leaving an additional borrowing tapatity under the revolving tredit fatility of $854.4 million at Detember 31, 2013. During 2011, we expensed $2.2 million pre-tax related to a debt refinanting transattion. These expenses intluded $0.4 million for the write-off of previously deferred debt issuante... -
Page 74
...limited tovenants, intluding limitations on liens and sale...AutoNation. Under the terms of our tredit agreement, at Detember 31, 2013...business, intluding litigation with tustomers, wage and hour and other employment-related... tontingenties are reviewed quarterly and...Detember 31, 2013 and 2012, we believe... -
Page 75
..., and software leases were $47.6 million in 2013, $47.6 million in 2012, and $53.9 million in 2011. The leases require payment of real estate taxes, insurante, and maintenante in addition to rent. Most of the leases tontain renewal options, rent abatements, and rent estalation tlauses. Lease expense... -
Page 76
... has retently announted an enfortement initiative relating to the advertising prattites of automotive dealers. Additionally, the Patient Protettion and Affordable Care Att, whith was signed into law on Marth 23, 2010, is expetted to intrease our annual employee health tare tosts that we fund, with... -
Page 77
... of restritted stotk or to pay for an option exertise (in attual number of shares): Shares issued Shares surrendered to AutoNation to satisfy tax withholding obligations in tonnettion with the vesting of restritted stotk or to pay for an option exertise 2013 137,144 2012 160,740 2011 163,892... -
Page 78
...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 2013, 2012, and 2011: Risk-free interest rate 2013 0.58% - 2.24% Grant Year... -
Page 79
... Shares (in millions) Grant Date Fair Value 0.3 Nonvested at January 1 Granted (1) Vested Forfeited 0.1 (0.1) - 0.3 $ $ $ $ $ 27.81 43.45 24.33 - 35.76 Nonvested at Detember 31 (1) The restritted stotk awards granted during 2013 are related to our employee annual restritted stotk award... -
Page 80
... at Detember 31 are as follows: 2013 Deferred intome tax assets: 2012 Inventory Reteivable reserves Warranty, thargebatk, and self-insurante liabilities Other attrued liabilities Deferred tompensation Stotk-based tompensation Loss tarryforwards-federal and state Other, net Total deferred intome... -
Page 81
... 2013. We retognized net tax benefits related to the adjustment and resolution of tertain intome tax matters of $1.3 million in 2011. 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 82
... not expett that our unretognized tax benefits will signifitantly intrease or detrease during the twelve months beginning January 1, 2014. In September 2013, the IRS released final tangible property regulations under Settions 162(a) and 263(a) of the Internal Revenue Code regarding the deduttion and... -
Page 83
... for sale in distontinued operations of $36.7 million at Detember 31, 2013 and $45.4 million at Detember 31, 2012, primarily related to real estate we have not yet sold assotiated with stores that have been tlosed. Assets and liabilities of distontinued operations are reported in the "Corporate and... -
Page 84
...in 2011 intluding interest on vehitle inventory finanting. We made intome tax payments, net of intome tax refunds, of $200.3 million in 2013, $147.0 million in 2012, and $121.1 million in 2011. 17. FINTNCITL INSTRUMENTS TND FTIR VTLUE METSUREMENTS The fair value of a finantial instrument represents... -
Page 85
... held and used are measured at fair value when there is an inditator of impairment and retorded at fair value only when impairment is retognized or for a business tombination. The fair values less tosts to sell of long-lived assets or disposal groups held for sale are assessed eath reporting period... -
Page 86
... value, whith are generally developed using the same valuation approathes destribed above, and evaluates any retent negotiations or distussions with third-party real estate brokers related to a spetifit long-lived asset or market. Long-lived Assets Held and Used in Continuing Operations During 2013... -
Page 87
... At Detember 31, 2013, 2012, and 2011, we had three operating and reportable segments: (1) Domestit, (2) Import, and (3) Premium Luxury. Our Domestit segment is tomprised of retail automotive franthises that sell new vehitles manufattured by General Motors, Ford, and Chrysler. Our Import segment is... -
Page 88
... 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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...95.3 $ 23.0 $ $ 25.0 25.1 14.2 87.3 20.7 22.4 23.4 $ 17.2 83.7 2013 Years Ended December 31, 2012 2011 Tssets: Domestit Import Premium Luxury Corporate and other: Goodwill Franthise rights Other Corporate and other assets $ 2,143.1 2,030.4 $ 1,633.6 1,259.6 329.3 518.1 7,914.1 1,895... -
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...tertain of our union-represented employees. The risks of partitipating in these multiemployer plans are different from single-employer plans in the following aspetts: a. Assets tontributed to the multiemployer plan by one employer may be used to provide benefits to employees of other partitipating... -
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... 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 adverse... -
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...end of the period tovered by this Annual Report on Form 10-K. Based on that ...2013 that has materially affetted, or is reasonably likely to materially affett, our internal tontrol over finantial reporting. Management's Tnnual Report on Internal Control Over Financial Reporting Our management... -
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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 2014 Annual Meeting of Stotkholders to be filed with the SEC within 120 days after the end of the fistal year ended Detember 31, 2013. ITEM 11. EXECUTIVE... -
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... tontrattual risk among the parties rather than establishing matters as fatts. Investors should not view the representations, warranties, and tovenants in the agreements (or any destription thereof) as distlosures with respett to the attual state of fatts tonterning the business, operations... -
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...13, 2014 Pursuant to the requirements of the Seturities Exthange Att of 1934, this report has been signed below by the following persons on ...2014 February 13, 2014 February 13, 2014 February 13, 2014 Cheryl Stully /S / MICHAEL J. STEPHAN (Printipal Finantial Offiter) Vite President - Corporate... -
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...February 1, 2012, relating to the Company's 5.5% ...AutoNation, Int. Amended and Restated 1998 Employee Stotk Option Plan, as amended and restated on February 5, 2007. AutoNation, Int. Deferred Compensation Plan, as amended and restated. Employment Agreement dated July 25, 2013, between AutoNation... -
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... Agreement under the 2008 Employee Equity and Intentive Plan (for grants in 2009 and thereafter). Written Destription of Compensatory Arrangement. Honda Agreement, dated January 28, 2009, between AutoNation, Int., Ameritan Honda Motor Co., Int. and ESL Investments, Int. Stotkholder Agreement, dated... -
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... Reference Exhibit Description Number Form File Number Exhibit Filing Date 101.CAL* 101.DEF* 101.LAB* 101.PRE* XBRL Taxonomy Extension...herewith Furnished herewith Exhibits 10.1 through 10.21 are management tontratts or tompensatory plans, tontratts, or arrangements. In attordante with Item ... -
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... for the benefit of executives of the Company, subject to the provisions of such plans and programs, (ii) participate in the AutoNation, Inc. CEO and President Vehicle Program (or successor program), and (iii) use of the Company's corporate aircraft for personal travel for up to 70 hours per year... -
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... if, after delivery of written notice to the Company, the Company has not cured the circumstances constituting "Good Reason" within ten (10) business days. Upon such termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, as long as the Executive is in... -
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... of new and used vehicles, as well as the provision of related services and products, such as the sale of parts and accessories, extended service contracts, aftermarket automotive products and collision repair services (the "Auto Business"). The Executive further acknowledges that: (i) the Company... -
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... geographic area outside the United States where the Company conducts business at any time during Executive's employment with the Company): (a) participate or engage in or own an interest in, directly or indirectly, any individual proprietorship, partnership, corporation, joint venture, trust or... -
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...: General Counsel Telecopy: (954) 769-6340 Michael E. Maroone AutoNation, Inc. 200 SW 1st Ave, Ste 1600 Fort Lauderdale, Florida 33301 Telecopy: (954) 769-4666 Copy To: To Executive: 7. Amendment, Waiver, Remedies. This Agreement may not be modified, amended, supplemented, extended, canceled... -
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. AUTONATION, INC., a Delaware corporation /s/ Michael J. Jackson MICHAEL J. JACKSON, Chairman of the Board and Chief Executive Officer /s/ Michael E. Maroone MICHAIL I. MAROONI , individually -
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...of AutoNation, Inc. (the "Company") approved a new compensatory arrangement (the "Bonus Program") and selected certain employees of the Company as participants under such arrangement for 2014, including our Senior Vice President, Customer Care, who was a named executive officer in the Company's 2013... -
Page 106
...Charges Floorplan interest expense (a) Other interest expense (b) Capitalized interest costs Interest component of rent expense $ 2013 604.4 $ - 159.4 - (0.7) 763.1 $ Year Ended December 31o 2012 2011 2010 516.8 $ 461.3 $ 381.7 $ - - - 149.7 128.8 120.0 - - - (0.6) (1.0) (1.2) 665.9 $ 589.1 $ 500... -
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... West Palm Beach Nevada Tennessee Delaware Delaware Delaware Delaware Delaware AN Central Region Management, LLC AN Chevrolet - Arrowhead, Inc. AN CJ Valencia, Inc. AutoNation Chevrolet-Arrowhead AutoNation Collision Center Addison AutoNation Collision Center Las Vegas AN Collision Center... -
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... AN Texas Region Management, Ltd. AutoNation Chrysler Dodge Jeep Ram Seattle; AutoNation Collision Center Seattle AutoNation Subaru Scottsdale AutoNation Toyota Mall of Georgia; AutoNation Scion Mall of Georgia; AutoNation Collision Center Mall of Georgia AutoNation Shared Service Center Delaware... -
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... Scion Spokane Valley; AutoNation Volkswagen Spokane; Audi Spokane; AutoNation Mazda-MitsubishiSpokane; AutoNation Collision Center Spokane Washington Atrium Restaurants, Inc. Auto Ad Agency, Inc. Auto Car Holding, LLC Florida Maryland Delaware Auto Car, Inc. Auto Company IX, Inc. Auto Company... -
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... Dealership XVII, LLC Auto Dealership XVIII, LLC Auto Dealership XX, LLC Auto Dealership XXI, LLC Auto Dealership XXII, LLC Auto Dealership XXIII, LLC Auto Dealership XXIV, LLC Auto Dealership XXIX, LLC Auto Dealership XXV, LLC Auto Dealership XXVI, LLC Auto Dealership XXVII, LLC AutoNation Honda... -
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... GP, LLC AutoNation 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; Lexus Collision Center Cerritos Batfish, LLC Colorado -
Page 112
... LLC Arizona California Delaware Beacon Motors, Inc. Bell Motors, LLC Bellevue Automotive, Inc. AutoNation Chevrolet Doral; AutoNation Collision Center Airport Miami AutoNation Chrysler Dodge Jeep Ram North Phoenix AutoNation Chrysler Dodge Jeep Ram Bellevue AutoNation Honda Miami Lakes Florida... -
Page 113
... Company Deal Dodge of Des Plaines, Inc. BMW of Houston North; BMW of Houston North in the Woodlands; MINI of the Woodlands AutoNation Acura Gulf Freeway AutoNation Honda Clearwater; AutoNation Collision Center Clearwater; AutoNation Collision Center Clearwater South Texas Texas Florida Illinois... -
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.... Lauderdale Nissan, Inc. AutoNation Nissan Fort Lauderdale; AutoNation Collision Center Fort Lauderdale South Florida Delaware G.B. Import Sales & Service Holding, LLC G.B. Import Sales & Service, LLC Gene Evans Ford, LLC AutoNation Volvo South Bay AutoNation Ford Union City; AutoNation Lincoln... -
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...104 Colorado Colorado Nevada J-R Motors Company South JRJ Investments, Inc. AutoNation Toyota Scion Arapahoe Audi Las Vegas; BMW of Henderson; BMW of Las Vegas; MINI of Las Vegas; AutoNation Volkswagen Las Vegas; AutoNation Used Cars and Trucks AutoNation Ford Jacksonville Mercedes-Benz of Miami... -
Page 116
... Inc. AutoNation Toyota Gulf Freeway; AutoNation Scion Gulf Freeway AutoNation Chevrolet Fort Lauderdale AutoNation Chevrolet Pembroke Pines; AutoNation Collision Center Pembroke Pines Texas Florida Delaware Delaware Maroone Chevrolet, LLC Maroone Dodge, LLC Maroone Ford, LLC Maroone Management... -
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... Beach AutoNation Ford South Fort Worth; AutoNation Collision Center Fort Worth AutoNation Nissan Brandon Texas Delaware Nissan of Brandon, Inc. Florida Delaware Northpoint Chevrolet, LLC Northwest Financial Group, Inc. AutoNation Chevrolet Northpoint BMW of Bellevue Washington California... -
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... Volvo San Jose; Park Avenue Motors; AutoNation Collision Center Stevens Creek AutoNation Chrysler Jeep South Broadway AutoNation Chrysler Dodge Jeep Ram Southwest Mercedes-Benz of Fort Lauderdale California Delaware Delaware Florida Delaware Delaware Star Motors, LLC Steakley Chevrolet... -
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... South Bay AutoNation Ford White Bear Lake; AutoNation Pre-Owned Outlet Delaware Tousley Ford, Inc. Toyota Cerritos Limited Partnership Minnesota Georgia Delaware Triangle Corporation T-West Sales & Service, Inc. Valencia Auto Imports Holding, LLC AutoNation Toyota Scion Las Vegas Nevada... -
Page 120
...Lincoln-Mercury, LLC Wallace Nissan, LLC AutoNation Ford Delray; AutoNation Collision Center Delray AutoNation Nissan Delray Webb Automotive Group, Inc. West Colorado Motors, LLC AutoNation Chrysler Jeep West; AutoNation Buick GMC Park Meadows; AutoNation Buick GMC West; AutoNation Subaru Arapahoe... -
Page 121
...AutoNation, Inc. of our reports dated February 13, 2014 , with respect to the consolidated balance sheets of AutoNation, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related..., and 333-07623). /s/ KPMG LLP February 13, 2014 Fort Lauderdale, Florida Certified Public Accountants -
Page 122
... 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: February 13, 2014 -
Page 123
...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/ CHERYL SCULLY Cheryl Scully Interim Chief Financial Officer Date: February 13, 2014 -
Page 124
... ACT OF 2002 In connection with the Annual Report on Form 1n-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2n13 , 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... -
Page 125
... OF 2002 In connection with the Annual Report on Form 10-K of AutoNation, Inc. (the "Company") for the year ended December 31, 2013 , as filed with the U.S. Securities and Exchange Commission (the "Report"), I, Cheryl Scully, Interim Chief Financial Officer of the Company, hereby certify, pursuant... -
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