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þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
73-1105145
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
200 SW 1st Ave
Fort Lauderdale, Florida
|
|
33301
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, Par Value $0.01 Per Share
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
Page
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
![]() |
|
![]() |
Domestic
|
|
Import
|
|
Premium Luxury
|
|||
Buick
|
Ford
|
|
Acura
|
Mitsubishi
|
|
Alfa Romeo
|
Lexus
|
Cadillac
|
GMC
|
|
Fiat
|
Nissan
|
|
Audi
|
Maserati
|
Chevrolet
|
Jeep
|
|
Honda
|
Subaru
|
|
Bentley
|
Mercedes-Benz
|
Chrysler
|
Lincoln
|
|
Hyundai
|
Toyota
|
|
BMW
|
MINI
|
Dodge
|
Ram
|
|
Genesis
|
Volkswagen
|
|
Jaguar
|
Porsche
|
|
|
|
Infiniti
|
Volvo
|
|
Land Rover
|
smart
|
|
|
|
Mazda
|
|
|
|
|
•
|
Create an industry-leading automotive retail customer experience in our stores and through our digital channels
.
|
•
|
Continue to invest in the AutoNation retail brand to enhance our strong customer satisfaction and expand our market share.
|
◦
|
AutoNation USA stand-alone used vehicle sales and service centers, with 25 potential sites identified, five of which are expected to open in 2017,
|
◦
|
AutoNation branded parts and accessories, the launch of which began in the third quarter of 2016, and which will be expanded over the next several years,
|
◦
|
the expansion of AutoNation branded collision centers, which includes the unification of our collision centers under the AutoNation retail brand and plans to open or acquire at least 18 new collision centers over the next several years, and
|
◦
|
the expansion of AutoNation branded automotive auctions, which, as announced in October 2016, includes plans to open four additional automotive auctions by the end of 2018.
|
•
|
Leverage our significant scale and cost structure to improve our operating efficiency
.
|
•
|
Continue to build vehicle brand density in our core markets where we operate.
|
State
|
Number of
Stores
|
|
Number of
Franchises
|
|
% of Total
Revenue
(1)
|
||
Florida
|
52
|
|
|
64
|
|
|
26
|
Texas
|
47
|
|
|
76
|
|
|
21
|
California
|
40
|
|
|
55
|
|
|
17
|
Colorado
|
17
|
|
|
27
|
|
|
7
|
Arizona
|
15
|
|
|
18
|
|
|
6
|
Georgia
|
23
|
|
|
44
|
|
|
5
|
Washington
|
16
|
|
|
23
|
|
|
4
|
Nevada
|
11
|
|
|
13
|
|
|
3
|
Tennessee
|
8
|
|
|
12
|
|
|
3
|
Illinois
|
7
|
|
|
8
|
|
|
3
|
Maryland
|
8
|
|
|
10
|
|
|
1
|
Ohio
|
4
|
|
|
4
|
|
|
1
|
Alabama
|
5
|
|
|
9
|
|
|
1
|
Virginia
|
2
|
|
|
2
|
|
|
1
|
Minnesota
|
1
|
|
|
1
|
|
|
1
|
New York
|
4
|
|
|
5
|
|
|
—
|
Total
|
260
|
|
|
371
|
|
|
100
|
(1)
|
Revenue by state includes non-store activities, such as collision centers and an auction operation.
|
|
|
New Vehicle
Revenues
(in millions)
|
|
Retail
New Vehicle
Unit Sales
|
|
% of Total
Retail New
Vehicle
Units Sold
|
|
Franchises Owned
|
||||
Domestic:
|
|
|
|
|
|
|
|
|
||||
Ford, Lincoln
|
|
$
|
1,836.2
|
|
|
49,651
|
|
|
14.7
|
|
40
|
|
Chevrolet, Buick, Cadillac, GMC
|
|
1,393.3
|
|
|
37,483
|
|
|
11.1
|
|
44
|
|
|
Chrysler, Dodge, Jeep, Ram
|
|
1,144.2
|
|
|
31,733
|
|
|
9.4
|
|
92
|
|
|
Domestic Total
|
|
4,373.7
|
|
|
118,867
|
|
|
35.2
|
|
176
|
|
|
Import:
|
|
|
|
|
|
|
|
|
||||
Toyota
|
|
1,658.7
|
|
|
59,502
|
|
|
17.6
|
|
19
|
|
|
Honda
|
|
1,065.7
|
|
|
41,932
|
|
|
12.4
|
|
24
|
|
|
Nissan
|
|
673.6
|
|
|
25,683
|
|
|
7.6
|
|
16
|
|
|
Other Import
|
|
691.3
|
|
|
22,888
|
|
|
6.8
|
|
43
|
|
|
Import Total
|
|
4,089.3
|
|
|
150,005
|
|
|
44.4
|
|
102
|
|
|
Premium Luxury:
|
|
|
|
|
|
|
|
|
||||
Mercedes-Benz
|
|
1,639.2
|
|
|
28,938
|
|
|
8.6
|
|
45
|
|
|
BMW
|
|
838.4
|
|
|
15,295
|
|
|
4.5
|
|
13
|
|
|
Lexus
|
|
409.5
|
|
|
9,255
|
|
|
2.7
|
|
3
|
|
|
Audi
|
|
370.1
|
|
|
7,489
|
|
|
2.2
|
|
9
|
|
|
Other Premium Luxury
|
|
535.6
|
|
|
7,773
|
|
|
2.4
|
|
23
|
|
|
Premium Luxury Total
|
|
3,792.8
|
|
|
68,750
|
|
|
20.4
|
|
93
|
|
|
|
|
$
|
12,255.8
|
|
|
337,622
|
|
|
100.0
|
|
371
|
|
Name
|
|
Age
|
|
Position
|
|
Years with
AutoNation
|
|
Years in
Automotive
Industry
|
|
Number of
Shares of
Common Stock
Beneficially Owned
|
|
Mike Jackson
|
|
68
|
|
Chairman of the Board and Chief Executive Officer
|
|
17
|
|
46
|
|
1,640,687
|
|
William R. Berman
|
|
50
|
|
President and Chief Operating Officer
|
|
17
|
|
29
|
|
90,040
|
|
Cheryl Miller
|
|
44
|
|
Executive Vice President and Chief Financial Officer
|
|
9
|
|
18
|
|
101,476
|
|
Jonathan P. Ferrando
|
|
51
|
|
Executive Vice President - General Counsel, Corporate Development and Human Resources
|
|
20
|
|
20
|
|
606,101
|
|
Marc Cannon
|
|
55
|
|
Executive Vice President - Chief Marketing Officer, Communications and Public Policy
|
|
19
|
|
30
|
|
59,107
|
|
Donna Parlapiano
|
|
52
|
|
Executive Vice President, Franchise Operations and Corporate Real Estate
|
|
18
|
|
30
|
|
55,376
|
|
Thomas M. Conophy
|
|
56
|
|
Executive Vice President and Chief Technology Officer
|
|
1
|
|
1
|
|
5,000
|
|
•
|
We may have difficulty satisfying our debt service obligations and, if we fail to comply with these requirements, an event of default could result;
|
•
|
We may be required to dedicate a substantial portion of our cash flow from operations to make required payments on indebtedness, thereby reducing the availability of cash flow for working capital, capital expenditures, acquisitions, and other general corporate activities;
|
•
|
Covenants relating to our indebtedness may limit our ability to obtain financing for working capital, capital expenditures, acquisitions, and other general corporate activities;
|
•
|
Covenants relating to our indebtedness may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
We may be more vulnerable to the impact of economic downturns and adverse developments in our business;
|
•
|
We may be placed at a competitive disadvantage against any less leveraged competitors;
|
•
|
Our variable interest rate debt will fluctuate with changing market conditions and, accordingly, our interest expense will increase if interest rates rise; and
|
•
|
Future share repurchases may be limited by the maximum leverage ratio and/or maximum capitalization ratio described above.
|
|
High
|
|
Low
|
||||
2016
|
|
|
|
||||
Fourth Quarter
|
$
|
50.46
|
|
|
$
|
39.28
|
|
Third Quarter
|
$
|
54.15
|
|
|
$
|
45.19
|
|
Second Quarter
|
$
|
52.04
|
|
|
$
|
43.78
|
|
First Quarter
|
$
|
59.22
|
|
|
$
|
40.45
|
|
2015
|
|
|
|
||||
Fourth Quarter
|
$
|
65.51
|
|
|
$
|
55.95
|
|
Third Quarter
|
$
|
66.63
|
|
|
$
|
53.73
|
|
Second Quarter
|
$
|
67.50
|
|
|
$
|
61.19
|
|
First Quarter
|
$
|
65.00
|
|
|
$
|
55.91
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs
(1)
|
|
Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
(in millions) (1) |
||||||
October 1, 2016 – October 31, 2016
|
|
240,452
|
|
|
$
|
47.03
|
|
|
239,473
|
|
|
$
|
313.7
|
|
November 1, 2016 – November 30, 2016
|
|
357,854
|
|
|
$
|
42.46
|
|
|
357,600
|
|
|
$
|
298.6
|
|
December 1, 2016 – December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
298.6
|
|
Total for three months ended December 31, 2016
|
|
598,306
|
|
|
|
|
597,073
|
|
|
|
||||
Total for twelve months ended December 31, 2016
|
|
10,546,046
|
|
|
|
|
10,507,140
|
|
|
|
(1)
|
Our Board of Directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit. As of
December 31, 2016
,
$298.6 million
remained available under our stock repurchase limit most recently authorized by our Board of Directors. Our stock repurchase program does not have an expiration date. In
2016
, all of our shares were repurchased under our stock repurchase program, except for
38,906
shares that were surrendered to AutoNation to satisfy tax withholding obligations in connection with the vesting of restricted stock (
8,760
shares in the first quarter of
2016
,
24,125
shares in the second quarter of
2016
,
4,788
shares in the third quarter of
2016
, and
1,233
shares in the fourth quarter of
2016
).
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||
AutoNation Inc.
|
100.00
|
|
|
107.68
|
|
|
134.77
|
|
|
163.85
|
|
|
161.81
|
|
|
131.95
|
|
S&P 500
|
100.00
|
|
|
116.00
|
|
|
153.58
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
Public Auto Retail Peer Group
|
100.00
|
|
|
132.93
|
|
|
180.62
|
|
|
235.46
|
|
|
204.35
|
|
|
231.04
|
|
|
As of and for the Years Ended December 31,
|
||||||||||||||||||
(In millions, except per share data and unit sales)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
21,609.0
|
|
|
$
|
20,862.0
|
|
|
$
|
19,108.8
|
|
|
$
|
17,517.6
|
|
|
$
|
15,667.5
|
|
Income from continuing operations before income taxes
|
$
|
702.3
|
|
|
$
|
722.7
|
|
|
$
|
682.3
|
|
|
$
|
604.4
|
|
|
$
|
516.8
|
|
Net income
|
$
|
430.5
|
|
|
$
|
442.6
|
|
|
$
|
418.7
|
|
|
$
|
374.9
|
|
|
$
|
316.4
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.19
|
|
|
$
|
3.94
|
|
|
$
|
3.58
|
|
|
$
|
3.10
|
|
|
$
|
2.56
|
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.18
|
|
|
$
|
3.93
|
|
|
$
|
3.57
|
|
|
$
|
3.09
|
|
|
$
|
2.56
|
|
Weighted average common shares outstanding
|
103.1
|
|
|
112.7
|
|
|
117.3
|
|
|
121.3
|
|
|
123.8
|
|
|||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
4.16
|
|
|
$
|
3.90
|
|
|
$
|
3.53
|
|
|
$
|
3.05
|
|
|
$
|
2.52
|
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.15
|
|
|
$
|
3.89
|
|
|
$
|
3.52
|
|
|
$
|
3.04
|
|
|
$
|
2.52
|
|
Weighted average common shares outstanding
|
103.8
|
|
|
113.9
|
|
|
118.9
|
|
|
123.3
|
|
|
125.8
|
|
|||||
Common shares outstanding, net of treasury stock
|
100.7
|
|
|
110.8
|
|
|
113.3
|
|
|
120.9
|
|
|
120.9
|
|
|||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(1)
|
$
|
10,060.0
|
|
|
$
|
9,548.2
|
|
|
$
|
8,395.0
|
|
|
$
|
7,905.9
|
|
|
$
|
7,193.1
|
|
Long-term debt, net of current maturities
(1)
|
$
|
1,611.1
|
|
|
$
|
1,745.3
|
|
|
$
|
2,098.7
|
|
|
$
|
1,801.6
|
|
|
$
|
2,056.4
|
|
Shareholders’ equity
|
$
|
2,310.3
|
|
|
$
|
2,349.3
|
|
|
$
|
2,072.1
|
|
|
$
|
2,061.7
|
|
|
$
|
1,688.5
|
|
Retail vehicle unit sales (continuing operations):
|
|
|
|
|
|
|
|
|
|
||||||||||
New vehicle
|
337,622
|
|
|
339,080
|
|
|
318,008
|
|
|
292,922
|
|
|
267,784
|
|
|||||
Used vehicle
|
225,713
|
|
|
227,290
|
|
|
214,910
|
|
|
204,572
|
|
|
180,955
|
|
|||||
Total
|
563,335
|
|
|
566,370
|
|
|
532,918
|
|
|
497,494
|
|
|
448,739
|
|
•
|
AutoNation USA stand-alone used vehicle sales and service centers, with 25 potential sites identified, five of which are expected to open in 2017,
|
•
|
AutoNation branded parts and accessories, the launch of which began in the third quarter of 2016, and which will be expanded over the next several years,
|
•
|
the expansion of AutoNation branded collision centers, which includes the unification of our collision centers under the AutoNation retail brand and plans to open or acquire at least 18 new collision centers over the next several years, and
|
•
|
the expansion of AutoNation branded automotive auctions, which, as announced in October 2016, includes plans to open four additional automotive auctions by the end of 2018.
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions, except per vehicle data)
|
|
|
|
|
2016 vs. 2015
|
|
|
|
2015 vs. 2014
|
||||||||||||||||
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
12,255.8
|
|
|
$
|
11,995.0
|
|
|
$
|
260.8
|
|
|
2.2
|
|
|
$
|
10,972.2
|
|
|
$
|
1,022.8
|
|
|
9.3
|
|
Retail used vehicle
|
4,481.7
|
|
|
4,370.3
|
|
|
111.4
|
|
|
2.5
|
|
|
3,988.9
|
|
|
381.4
|
|
|
9.6
|
|
|||||
Wholesale
|
513.6
|
|
|
398.4
|
|
|
115.2
|
|
|
28.9
|
|
|
396.8
|
|
|
1.6
|
|
|
0.4
|
|
|||||
Used vehicle
|
4,995.3
|
|
|
4,768.7
|
|
|
226.6
|
|
|
4.8
|
|
|
4,385.7
|
|
|
383.0
|
|
|
8.7
|
|
|||||
Finance and insurance, net
|
894.6
|
|
|
868.7
|
|
|
25.9
|
|
|
3.0
|
|
|
750.8
|
|
|
117.9
|
|
|
15.7
|
|
|||||
Total variable operations
(1)
|
18,145.7
|
|
|
17,632.4
|
|
|
513.3
|
|
|
2.9
|
|
|
16,108.7
|
|
|
1,523.7
|
|
|
9.5
|
|
|||||
Parts and service
|
3,321.4
|
|
|
3,082.8
|
|
|
238.6
|
|
|
7.7
|
|
|
2,822.5
|
|
|
260.3
|
|
|
9.2
|
|
|||||
Other
|
141.9
|
|
|
146.8
|
|
|
(4.9
|
)
|
|
|
|
177.6
|
|
|
(30.8
|
)
|
|
|
|||||||
Total revenue
|
$
|
21,609.0
|
|
|
$
|
20,862.0
|
|
|
$
|
747.0
|
|
|
3.6
|
|
|
$
|
19,108.8
|
|
|
$
|
1,753.2
|
|
|
9.2
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
635.8
|
|
|
$
|
673.1
|
|
|
$
|
(37.3
|
)
|
|
(5.5
|
)
|
|
$
|
650.1
|
|
|
$
|
23.0
|
|
|
3.5
|
|
Retail used vehicle
|
334.9
|
|
|
358.4
|
|
|
(23.5
|
)
|
|
(6.6
|
)
|
|
363.2
|
|
|
(4.8
|
)
|
|
(1.3
|
)
|
|||||
Wholesale
|
(17.3
|
)
|
|
(4.7
|
)
|
|
(12.6
|
)
|
|
|
|
(2.6
|
)
|
|
(2.1
|
)
|
|
|
|||||||
Used vehicle
|
317.6
|
|
|
353.7
|
|
|
(36.1
|
)
|
|
(10.2
|
)
|
|
360.6
|
|
|
(6.9
|
)
|
|
(1.9
|
)
|
|||||
Finance and insurance
|
894.6
|
|
|
868.7
|
|
|
25.9
|
|
|
3.0
|
|
|
750.8
|
|
|
117.9
|
|
|
15.7
|
|
|||||
Total variable operations
(1)
|
1,848.0
|
|
|
1,895.5
|
|
|
(47.5
|
)
|
|
(2.5
|
)
|
|
1,761.5
|
|
|
134.0
|
|
|
7.6
|
|
|||||
Parts and service
|
1,434.7
|
|
|
1,338.0
|
|
|
96.7
|
|
|
7.2
|
|
|
1,196.6
|
|
|
141.4
|
|
|
11.8
|
|
|||||
Other
|
30.5
|
|
|
28.0
|
|
|
2.5
|
|
|
|
|
30.6
|
|
|
(2.6
|
)
|
|
|
|||||||
Total gross profit
|
3,313.2
|
|
|
3,261.5
|
|
|
51.7
|
|
|
1.6
|
|
|
2,988.7
|
|
|
272.8
|
|
|
9.1
|
|
|||||
Selling, general, and administrative expenses
|
2,349.4
|
|
|
2,263.5
|
|
|
(85.9
|
)
|
|
(3.8
|
)
|
|
2,079.6
|
|
|
(183.9
|
)
|
|
(8.8
|
)
|
|||||
Depreciation and amortization
|
143.4
|
|
|
127.4
|
|
|
(16.0
|
)
|
|
|
|
106.9
|
|
|
(20.5
|
)
|
|
|
|||||||
Franchise rights impairment
|
—
|
|
|
15.4
|
|
|
15.4
|
|
|
|
|
—
|
|
|
(15.4
|
)
|
|
|
|||||||
Other income, net
|
(69.1
|
)
|
|
(17.9
|
)
|
|
51.2
|
|
|
|
|
(18.6
|
)
|
|
(0.7
|
)
|
|
|
|||||||
Operating income
|
889.5
|
|
|
873.1
|
|
|
16.4
|
|
|
1.9
|
|
|
820.8
|
|
|
52.3
|
|
|
6.4
|
|
|||||
Non-operating income (expense) items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Floorplan interest expense
|
(76.5
|
)
|
|
(58.3
|
)
|
|
(18.2
|
)
|
|
|
|
(53.3
|
)
|
|
(5.0
|
)
|
|
|
|||||||
Other interest expense
|
(115.5
|
)
|
|
(90.9
|
)
|
|
(24.6
|
)
|
|
|
|
(86.7
|
)
|
|
(4.2
|
)
|
|
|
|||||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(1.6
|
)
|
|
1.6
|
|
|
|
|||||||
Interest income
|
1.1
|
|
|
0.1
|
|
|
1.0
|
|
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
|
|||||||
Other income (loss), net
|
3.7
|
|
|
(1.3
|
)
|
|
5.0
|
|
|
|
|
2.9
|
|
|
(4.2
|
)
|
|
|
|||||||
Income from continuing operations before income taxes
|
$
|
702.3
|
|
|
$
|
722.7
|
|
|
$
|
(20.4
|
)
|
|
(2.8
|
)
|
|
$
|
682.3
|
|
|
$
|
40.4
|
|
|
5.9
|
|
Retail vehicle unit sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
337,622
|
|
|
339,080
|
|
|
(1,458
|
)
|
|
(0.4
|
)
|
|
318,008
|
|
|
21,072
|
|
|
6.6
|
|
|||||
Used vehicle
|
225,713
|
|
|
227,290
|
|
|
(1,577
|
)
|
|
(0.7
|
)
|
|
214,910
|
|
|
12,380
|
|
|
5.8
|
|
|||||
|
563,335
|
|
|
566,370
|
|
|
(3,035
|
)
|
|
(0.5
|
)
|
|
532,918
|
|
|
33,452
|
|
|
6.3
|
|
|||||
Revenue per vehicle retailed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
36,300
|
|
|
$
|
35,375
|
|
|
$
|
925
|
|
|
2.6
|
|
|
$
|
34,503
|
|
|
$
|
872
|
|
|
2.5
|
|
Used vehicle
|
$
|
19,856
|
|
|
$
|
19,228
|
|
|
$
|
628
|
|
|
3.3
|
|
|
$
|
18,561
|
|
|
$
|
667
|
|
|
3.6
|
|
Gross profit per vehicle retailed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New vehicle
|
$
|
1,883
|
|
|
$
|
1,985
|
|
|
$
|
(102
|
)
|
|
(5.1
|
)
|
|
$
|
2,044
|
|
|
$
|
(59
|
)
|
|
(2.9
|
)
|
Used vehicle
|
$
|
1,484
|
|
|
$
|
1,577
|
|
|
$
|
(93
|
)
|
|
(5.9
|
)
|
|
$
|
1,690
|
|
|
$
|
(113
|
)
|
|
(6.7
|
)
|
Finance and insurance
|
$
|
1,588
|
|
|
$
|
1,534
|
|
|
$
|
54
|
|
|
3.5
|
|
|
$
|
1,409
|
|
|
$
|
125
|
|
|
8.9
|
|
Total variable operations
(2)
|
$
|
3,311
|
|
|
$
|
3,355
|
|
|
$
|
(44
|
)
|
|
(1.3
|
)
|
|
$
|
3,310
|
|
|
$
|
45
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(1)
Total variable operations includes new vehicle, used vehicle (retail and wholesale), and finance and insurance results.
|
|||||||||||||||||||||||||
(2)
Total variable operations gross profit per vehicle retailed is calculated by dividing the sum of new vehicle, retail used vehicle, and finance and insurance gross profit by total retail vehicle unit sales.
|
|
Years Ended December 31,
|
||||
|
2016 (%)
|
|
2015 (%)
|
|
2014 (%)
|
Revenue mix percentages:
|
|
|
|
|
|
New vehicle
|
56.7
|
|
57.5
|
|
57.4
|
Used vehicle
|
23.1
|
|
22.9
|
|
23.0
|
Parts and service
|
15.4
|
|
14.8
|
|
14.8
|
Finance and insurance, net
|
4.1
|
|
4.2
|
|
3.9
|
Other
|
0.7
|
|
0.6
|
|
0.9
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
Gross profit mix percentages:
|
|
|
|
|
|
New vehicle
|
19.2
|
|
20.6
|
|
21.8
|
Used vehicle
|
9.6
|
|
10.8
|
|
12.1
|
Parts and service
|
43.3
|
|
41.0
|
|
40.0
|
Finance and insurance
|
27.0
|
|
26.6
|
|
25.1
|
Other
|
0.9
|
|
1.0
|
|
1.0
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
Operating items as a percentage of revenue:
|
|
|
|
|
|
Gross profit:
|
|
|
|
|
|
New vehicle
|
5.2
|
|
5.6
|
|
5.9
|
Used vehicle-retail
|
7.5
|
|
8.2
|
|
9.1
|
Parts and service
|
43.2
|
|
43.4
|
|
42.4
|
Total
|
15.3
|
|
15.6
|
|
15.6
|
Selling, general, and administrative expenses
|
10.9
|
|
10.8
|
|
10.9
|
Operating income
|
4.1
|
|
4.2
|
|
4.3
|
Other operating items as a percentage of total gross profit:
|
|
|
|
|
|
Selling, general, and administrative expenses
|
70.9
|
|
69.4
|
|
69.6
|
Operating income
|
26.8
|
|
26.8
|
|
27.5
|
|
|
|
|
|
|
|
December 31,
|
|
|
||
|
2016
|
|
2015
|
|
|
Days supply:
|
|
|
|
|
|
New vehicle (industry standard of selling days)
|
61 days
|
|
68 days
|
|
|
Used vehicle (trailing calendar month days)
|
44 days
|
|
43 days
|
|
|
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||
($ in millions, except per vehicle data)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2015
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
$
|
11,288.4
|
|
|
$
|
11,605.0
|
|
|
$
|
(316.6
|
)
|
|
(2.7
|
)
|
|
$
|
11,576.5
|
|
|
$
|
10,885.3
|
|
|
$
|
691.2
|
|
|
6.3
|
|
Retail used vehicle
|
4,123.5
|
|
|
4,201.1
|
|
|
(77.6
|
)
|
|
(1.8
|
)
|
|
4,209.2
|
|
|
3,957.8
|
|
|
251.4
|
|
|
6.4
|
|
||||||
Wholesale
|
471.5
|
|
|
387.4
|
|
|
84.1
|
|
|
21.7
|
|
|
390.7
|
|
|
395.0
|
|
|
(4.3
|
)
|
|
(1.1
|
)
|
||||||
Used vehicle
|
4,595.0
|
|
|
4,588.5
|
|
|
6.5
|
|
|
0.1
|
|
|
4,599.9
|
|
|
4,352.8
|
|
|
247.1
|
|
|
5.7
|
|
||||||
Finance and insurance, net
|
834.6
|
|
|
841.4
|
|
|
(6.8
|
)
|
|
(0.8
|
)
|
|
846.1
|
|
|
745.6
|
|
|
100.5
|
|
|
13.5
|
|
||||||
Total variable operations
(1)
|
16,718.0
|
|
|
17,034.9
|
|
|
(316.9
|
)
|
|
(1.9
|
)
|
|
17,022.5
|
|
|
15,983.7
|
|
|
1,038.8
|
|
|
6.5
|
|
||||||
Parts and service
|
3,054.2
|
|
|
2,966.2
|
|
|
88.0
|
|
|
3.0
|
|
|
2,973.3
|
|
|
2,793.1
|
|
|
180.2
|
|
|
6.5
|
|
||||||
Other
|
141.6
|
|
|
146.1
|
|
|
(4.5
|
)
|
|
|
|
146.7
|
|
|
176.3
|
|
|
(29.6
|
)
|
|
|
||||||||
Total revenue
|
$
|
19,913.8
|
|
|
$
|
20,147.2
|
|
|
$
|
(233.4
|
)
|
|
(1.2
|
)
|
|
$
|
20,142.5
|
|
|
$
|
18,953.1
|
|
|
$
|
1,189.4
|
|
|
6.3
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
$
|
590.2
|
|
|
$
|
656.2
|
|
|
$
|
(66.0
|
)
|
|
(10.1
|
)
|
|
$
|
642.7
|
|
|
$
|
646.0
|
|
|
$
|
(3.3
|
)
|
|
(0.5
|
)
|
Retail used vehicle
|
311.5
|
|
|
345.9
|
|
|
(34.4
|
)
|
|
(9.9
|
)
|
|
346.3
|
|
|
359.6
|
|
|
(13.3
|
)
|
|
(3.7
|
)
|
||||||
Wholesale
|
(15.0
|
)
|
|
(4.3
|
)
|
|
(10.7
|
)
|
|
|
|
(4.7
|
)
|
|
(2.2
|
)
|
|
(2.5
|
)
|
|
|
||||||||
Used vehicle
|
296.5
|
|
|
341.6
|
|
|
(45.1
|
)
|
|
(13.2
|
)
|
|
341.6
|
|
|
357.4
|
|
|
(15.8
|
)
|
|
(4.4
|
)
|
||||||
Finance and insurance
|
834.6
|
|
|
841.4
|
|
|
(6.8
|
)
|
|
(0.8
|
)
|
|
846.1
|
|
|
745.6
|
|
|
100.5
|
|
|
13.5
|
|
||||||
Total variable operations
(1)
|
1,721.3
|
|
|
1,839.2
|
|
|
(117.9
|
)
|
|
(6.4
|
)
|
|
1,830.4
|
|
|
1,749.0
|
|
|
81.4
|
|
|
4.7
|
|
||||||
Parts and service
|
1,324.3
|
|
|
1,286.5
|
|
|
37.8
|
|
|
2.9
|
|
|
1,285.7
|
|
|
1,182.5
|
|
|
103.2
|
|
|
8.7
|
|
||||||
Other
|
28.0
|
|
|
26.7
|
|
|
1.3
|
|
|
|
|
27.1
|
|
|
30.2
|
|
|
(3.1
|
)
|
|
|
||||||||
Total gross profit
|
$
|
3,073.6
|
|
|
$
|
3,152.4
|
|
|
$
|
(78.8
|
)
|
|
(2.5
|
)
|
|
$
|
3,143.2
|
|
|
$
|
2,961.7
|
|
|
$
|
181.5
|
|
|
6.1
|
|
Retail vehicle unit sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
310,351
|
|
|
326,306
|
|
|
(15,955
|
)
|
|
(4.9
|
)
|
|
329,431
|
|
|
314,683
|
|
|
14,748
|
|
|
4.7
|
|
||||||
Used vehicle
|
206,365
|
|
|
216,628
|
|
|
(10,263
|
)
|
|
(4.7
|
)
|
|
220,538
|
|
|
212,731
|
|
|
7,807
|
|
|
3.7
|
|
||||||
Total
|
516,716
|
|
|
542,934
|
|
|
(26,218
|
)
|
|
(4.8
|
)
|
|
549,969
|
|
|
527,414
|
|
|
22,555
|
|
|
4.3
|
|
||||||
Revenue per vehicle retailed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
$
|
36,373
|
|
|
$
|
35,565
|
|
|
$
|
808
|
|
|
2.3
|
|
|
$
|
35,141
|
|
|
$
|
34,591
|
|
|
$
|
550
|
|
|
1.6
|
|
Used vehicle
|
$
|
19,982
|
|
|
$
|
19,393
|
|
|
$
|
589
|
|
|
3.0
|
|
|
$
|
19,086
|
|
|
$
|
18,605
|
|
|
$
|
481
|
|
|
2.6
|
|
Gross profit per vehicle retailed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
New vehicle
|
$
|
1,902
|
|
|
$
|
2,011
|
|
|
$
|
(109
|
)
|
|
(5.4
|
)
|
|
$
|
1,951
|
|
|
$
|
2,053
|
|
|
$
|
(102
|
)
|
|
(5.0
|
)
|
Used vehicle
|
$
|
1,509
|
|
|
$
|
1,597
|
|
|
$
|
(88
|
)
|
|
(5.5
|
)
|
|
$
|
1,570
|
|
|
$
|
1,690
|
|
|
$
|
(120
|
)
|
|
(7.1
|
)
|
Finance and insurance
|
$
|
1,615
|
|
|
$
|
1,550
|
|
|
$
|
65
|
|
|
4.2
|
|
|
$
|
1,538
|
|
|
$
|
1,414
|
|
|
$
|
124
|
|
|
8.8
|
|
Total variable operations
(2)
|
$
|
3,360
|
|
|
$
|
3,395
|
|
|
$
|
(35
|
)
|
|
(1.0
|
)
|
|
$
|
3,337
|
|
|
$
|
3,320
|
|
|
$
|
17
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(1)
Total variable operations includes new vehicle, used vehicle (retail and wholesale), and finance and insurance results.
|
|||||||||||||||||||||||||||||
(2)
Total variable operations gross profit per vehicle retailed is calculated by dividing the sum of new vehicle, retail used vehicle, and finance and insurance gross profit by total retail vehicle unit sales.
|
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||
|
2016 (%)
|
|
2015 (%)
|
|
2015 (%)
|
|
2014 (%)
|
Revenue mix percentages:
|
|
|
|
|
|
|
|
New vehicle
|
56.7
|
|
57.6
|
|
57.5
|
|
57.4
|
Used vehicle
|
23.1
|
|
22.8
|
|
22.8
|
|
23.0
|
Parts and service
|
15.3
|
|
14.7
|
|
14.8
|
|
14.7
|
Finance and insurance, net
|
4.2
|
|
4.2
|
|
4.2
|
|
3.9
|
Other
|
0.7
|
|
0.7
|
|
0.7
|
|
1.0
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
|
100.0
|
Gross profit mix percentages:
|
|
|
|
|
|
|
|
New vehicle
|
19.2
|
|
20.8
|
|
20.4
|
|
21.8
|
Used vehicle
|
9.6
|
|
10.8
|
|
10.9
|
|
12.1
|
Parts and service
|
43.1
|
|
40.8
|
|
40.9
|
|
39.9
|
Finance and insurance
|
27.2
|
|
26.7
|
|
26.9
|
|
25.2
|
Other
|
0.9
|
|
0.9
|
|
0.9
|
|
1.0
|
Total
|
100.0
|
|
100.0
|
|
100.0
|
|
100.0
|
Operating items as a percentage of revenue:
|
|
|
|
|
|
|
|
Gross profit:
|
|
|
|
|
|
|
|
New vehicle
|
5.2
|
|
5.7
|
|
5.6
|
|
5.9
|
Used vehicle-retail
|
7.6
|
|
8.2
|
|
8.2
|
|
9.1
|
Parts and service
|
43.4
|
|
43.4
|
|
43.2
|
|
42.3
|
Total
|
15.4
|
|
15.6
|
|
15.6
|
|
15.6
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions, except per vehicle data)
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
|
|
2015 vs. 2014
|
||||||||||||||||
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
12,255.8
|
|
|
$
|
11,995.0
|
|
|
$
|
260.8
|
|
|
2.2
|
|
|
$
|
10,972.2
|
|
|
$
|
1,022.8
|
|
|
9.3
|
|
Gross profit
|
$
|
635.8
|
|
|
$
|
673.1
|
|
|
$
|
(37.3
|
)
|
|
(5.5
|
)
|
|
$
|
650.1
|
|
|
$
|
23.0
|
|
|
3.5
|
|
Retail vehicle unit sales
|
337,622
|
|
|
339,080
|
|
|
(1,458
|
)
|
|
(0.4
|
)
|
|
318,008
|
|
|
21,072
|
|
|
6.6
|
|
|||||
Revenue per vehicle retailed
|
$
|
36,300
|
|
|
$
|
35,375
|
|
|
$
|
925
|
|
|
2.6
|
|
|
$
|
34,503
|
|
|
$
|
872
|
|
|
2.5
|
|
Gross profit per vehicle retailed
|
$
|
1,883
|
|
|
$
|
1,985
|
|
|
$
|
(102
|
)
|
|
(5.1
|
)
|
|
$
|
2,044
|
|
|
$
|
(59
|
)
|
|
(2.9
|
)
|
Gross profit as a percentage of revenue
|
5.2
|
%
|
|
5.6
|
%
|
|
|
|
|
|
5.9
|
%
|
|
|
|
|
|||||||||
Days supply (industry standard of selling days)
|
61 days
|
|
|
68 days
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||||||||||||||
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue
|
$
|
11,288.4
|
|
|
$
|
11,605.0
|
|
|
$
|
(316.6
|
)
|
|
(2.7
|
)
|
|
$
|
11,576.5
|
|
|
$
|
10,885.3
|
|
|
$
|
691.2
|
|
|
6.3
|
|
Gross profit
|
$
|
590.2
|
|
|
$
|
656.2
|
|
|
$
|
(66.0
|
)
|
|
(10.1
|
)
|
|
$
|
642.7
|
|
|
$
|
646.0
|
|
|
$
|
(3.3
|
)
|
|
(0.5
|
)
|
Retail vehicle unit sales
|
310,351
|
|
|
326,306
|
|
|
(15,955
|
)
|
|
(4.9
|
)
|
|
329,431
|
|
|
314,683
|
|
|
14,748
|
|
|
4.7
|
|
||||||
Revenue per vehicle retailed
|
$
|
36,373
|
|
|
$
|
35,565
|
|
|
$
|
808
|
|
|
2.3
|
|
|
$
|
35,141
|
|
|
$
|
34,591
|
|
|
$
|
550
|
|
|
1.6
|
|
Gross profit per vehicle retailed
|
$
|
1,902
|
|
|
$
|
2,011
|
|
|
$
|
(109
|
)
|
|
(5.4
|
)
|
|
$
|
1,951
|
|
|
$
|
2,053
|
|
|
$
|
(102
|
)
|
|
(5.0
|
)
|
Gross profit as a percentage of revenue
|
5.2
|
%
|
|
5.7
|
%
|
|
|
|
|
|
5.6
|
%
|
|
5.9
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Variance 2016 vs. 2015
|
|
2014
|
|
Variance 2015 vs. 2014
|
||||||||||
Floorplan assistance
|
$
|
124.0
|
|
|
$
|
117.8
|
|
|
$
|
6.2
|
|
|
$
|
106.2
|
|
|
$
|
11.6
|
|
New vehicle floorplan interest expense
|
(71.5
|
)
|
|
(55.3
|
)
|
|
(16.2
|
)
|
|
(50.6
|
)
|
|
(4.7
|
)
|
|||||
Net new vehicle inventory carrying benefit
|
$
|
52.5
|
|
|
$
|
62.5
|
|
|
$
|
(10.0
|
)
|
|
$
|
55.6
|
|
|
$
|
6.9
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
|
|
|
|
2016 vs. 2015
|
|
|
|
2015 vs. 2014
|
||||||||||||||||
($ in millions, except per vehicle data)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail revenue
|
$
|
4,481.7
|
|
|
$
|
4,370.3
|
|
|
$
|
111.4
|
|
|
2.5
|
|
|
$
|
3,988.9
|
|
|
$
|
381.4
|
|
|
9.6
|
|
Wholesale revenue
|
513.6
|
|
|
398.4
|
|
|
115.2
|
|
|
28.9
|
|
|
396.8
|
|
|
1.6
|
|
|
0.4
|
|
|||||
Total revenue
|
$
|
4,995.3
|
|
|
$
|
4,768.7
|
|
|
$
|
226.6
|
|
|
4.8
|
|
|
$
|
4,385.7
|
|
|
$
|
383.0
|
|
|
8.7
|
|
Retail gross profit
|
$
|
334.9
|
|
|
$
|
358.4
|
|
|
$
|
(23.5
|
)
|
|
(6.6
|
)
|
|
$
|
363.2
|
|
|
$
|
(4.8
|
)
|
|
(1.3
|
)
|
Wholesale loss
|
(17.3
|
)
|
|
(4.7
|
)
|
|
(12.6
|
)
|
|
|
|
(2.6
|
)
|
|
(2.1
|
)
|
|
|
|||||||
Total gross profit
|
$
|
317.6
|
|
|
$
|
353.7
|
|
|
$
|
(36.1
|
)
|
|
(10.2
|
)
|
|
$
|
360.6
|
|
|
$
|
(6.9
|
)
|
|
(1.9
|
)
|
Retail vehicle unit sales
|
225,713
|
|
|
227,290
|
|
|
(1,577
|
)
|
|
(0.7
|
)
|
|
214,910
|
|
|
12,380
|
|
|
5.8
|
|
|||||
Revenue per vehicle retailed
|
$
|
19,856
|
|
|
$
|
19,228
|
|
|
$
|
628
|
|
|
3.3
|
|
|
$
|
18,561
|
|
|
$
|
667
|
|
|
3.6
|
|
Gross profit per vehicle retailed
|
$
|
1,484
|
|
|
$
|
1,577
|
|
|
$
|
(93
|
)
|
|
(5.9
|
)
|
|
$
|
1,690
|
|
|
$
|
(113
|
)
|
|
(6.7
|
)
|
Gross profit as a percentage of retail revenue
|
7.5
|
%
|
|
8.2
|
%
|
|
|
|
|
|
9.1
|
%
|
|
|
|
|
|||||||||
Days supply (trailing calendar month days)
|
44 days
|
|
|
43 days
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||||||||||||||
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Retail revenue
|
$
|
4,123.5
|
|
|
$
|
4,201.1
|
|
|
$
|
(77.6
|
)
|
|
(1.8
|
)
|
|
$
|
4,209.2
|
|
|
$
|
3,957.8
|
|
|
$
|
251.4
|
|
|
6.4
|
|
Wholesale revenue
|
471.5
|
|
|
387.4
|
|
|
84.1
|
|
|
21.7
|
|
|
390.7
|
|
|
395.0
|
|
|
(4.3
|
)
|
|
(1.1
|
)
|
||||||
Total revenue
|
$
|
4,595.0
|
|
|
$
|
4,588.5
|
|
|
$
|
6.5
|
|
|
0.1
|
|
|
$
|
4,599.9
|
|
|
$
|
4,352.8
|
|
|
$
|
247.1
|
|
|
5.7
|
|
Retail gross profit
|
$
|
311.5
|
|
|
$
|
345.9
|
|
|
$
|
(34.4
|
)
|
|
(9.9
|
)
|
|
$
|
346.3
|
|
|
$
|
359.6
|
|
|
$
|
(13.3
|
)
|
|
(3.7
|
)
|
Wholesale loss
|
(15.0
|
)
|
|
(4.3
|
)
|
|
(10.7
|
)
|
|
|
|
(4.7
|
)
|
|
(2.2
|
)
|
|
(2.5
|
)
|
|
|
||||||||
Total gross profit
|
$
|
296.5
|
|
|
$
|
341.6
|
|
|
$
|
(45.1
|
)
|
|
(13.2
|
)
|
|
$
|
341.6
|
|
|
$
|
357.4
|
|
|
$
|
(15.8
|
)
|
|
(4.4
|
)
|
Retail vehicle unit sales
|
206,365
|
|
|
216,628
|
|
|
(10,263
|
)
|
|
(4.7
|
)
|
|
220,538
|
|
|
212,731
|
|
|
7,807
|
|
|
3.7
|
|
||||||
Revenue per vehicle retailed
|
$
|
19,982
|
|
|
$
|
19,393
|
|
|
$
|
589
|
|
|
3.0
|
|
|
$
|
19,086
|
|
|
$
|
18,605
|
|
|
$
|
481
|
|
|
2.6
|
|
Gross profit per vehicle retailed
|
$
|
1,509
|
|
|
$
|
1,597
|
|
|
$
|
(88
|
)
|
|
(5.5
|
)
|
|
$
|
1,570
|
|
|
$
|
1,690
|
|
|
$
|
(120
|
)
|
|
(7.1
|
)
|
Gross profit as a percentage of retail revenue
|
7.6
|
%
|
|
8.2
|
%
|
|
|
|
|
|
8.2
|
%
|
|
9.1
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
|
|
|
2016 vs. 2015
|
|
|
|
2015 vs. 2014
|
||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,321.4
|
|
|
$
|
3,082.8
|
|
|
$
|
238.6
|
|
|
7.7
|
|
$
|
2,822.5
|
|
|
$
|
260.3
|
|
|
9.2
|
Gross profit
|
$
|
1,434.7
|
|
|
$
|
1,338.0
|
|
|
$
|
96.7
|
|
|
7.2
|
|
$
|
1,196.6
|
|
|
$
|
141.4
|
|
|
11.8
|
Gross profit as a percentage of revenue
|
43.2
|
%
|
|
43.4
|
%
|
|
|
|
|
|
42.4
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||||||
|
|
|
|
|
2016 vs. 2015
|
|
|
|
|
|
2015 vs. 2014
|
||||||||||||||||
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2015
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
3,054.2
|
|
|
$
|
2,966.2
|
|
|
$
|
88.0
|
|
|
3.0
|
|
$
|
2,973.3
|
|
|
$
|
2,793.1
|
|
|
$
|
180.2
|
|
|
6.5
|
Gross profit
|
$
|
1,324.3
|
|
|
$
|
1,286.5
|
|
|
$
|
37.8
|
|
|
2.9
|
|
$
|
1,285.7
|
|
|
$
|
1,182.5
|
|
|
$
|
103.2
|
|
|
8.7
|
Gross profit as a percentage of revenue
|
43.4
|
%
|
|
43.4
|
%
|
|
|
|
|
|
43.2
|
%
|
|
42.3
|
%
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
($ in millions, except per vehicle data)
|
|
|
|
|
2016 vs. 2015
|
|
|
|
2015 vs. 2014
|
||||||||||||||
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue and gross profit
|
$
|
894.6
|
|
|
$
|
868.7
|
|
|
$
|
25.9
|
|
|
3.0
|
|
$
|
750.8
|
|
|
$
|
117.9
|
|
|
15.7
|
Gross profit per vehicle retailed
|
$
|
1,588
|
|
|
$
|
1,534
|
|
|
$
|
54
|
|
|
3.5
|
|
$
|
1,409
|
|
|
$
|
125
|
|
|
8.9
|
|
Years Ended December 31,
|
|||||||||||||||||||||||||||
|
|
|
|
|
2016 vs. 2015
|
|
|
|
|
|
2015 vs. 2014
|
|||||||||||||||||
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2015
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||||
Same Store:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue and gross profit
|
$
|
834.6
|
|
|
$
|
841.4
|
|
|
$
|
(6.8
|
)
|
|
(0.8
|
)
|
|
$
|
846.1
|
|
|
$
|
745.6
|
|
|
$
|
100.5
|
|
|
13.5
|
Gross profit per vehicle retailed
|
$
|
1,615
|
|
|
$
|
1,550
|
|
|
$
|
65
|
|
|
4.2
|
|
|
$
|
1,538
|
|
|
$
|
1,414
|
|
|
$
|
124
|
|
|
8.8
|
|
Years Ended December 31,
|
|||||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Domestic
|
$
|
7,810.0
|
|
|
$
|
7,069.8
|
|
|
$
|
740.2
|
|
|
10.5
|
|
|
$
|
6,359.5
|
|
|
$
|
710.3
|
|
|
11.2
|
Import
|
6,886.1
|
|
|
7,037.2
|
|
|
(151.1
|
)
|
|
(2.1
|
)
|
|
6,717.8
|
|
|
319.4
|
|
|
4.8
|
|||||
Premium Luxury
|
6,665.3
|
|
|
6,607.8
|
|
|
57.5
|
|
|
0.9
|
|
|
5,889.3
|
|
|
718.5
|
|
|
12.2
|
|||||
Total
|
21,361.4
|
|
|
20,714.8
|
|
|
646.6
|
|
|
3.1
|
|
|
18,966.6
|
|
|
1,748.2
|
|
|
9.2
|
|||||
Corporate and other
|
247.6
|
|
|
147.2
|
|
|
100.4
|
|
|
68.2
|
|
|
142.2
|
|
|
5.0
|
|
|
3.5
|
|||||
Total consolidated revenue
|
$
|
21,609.0
|
|
|
$
|
20,862.0
|
|
|
$
|
747.0
|
|
|
3.6
|
|
|
$
|
19,108.8
|
|
|
$
|
1,753.2
|
|
|
9.2
|
Segment income
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Domestic
|
$
|
311.1
|
|
|
$
|
336.9
|
|
|
$
|
(25.8
|
)
|
|
(7.7
|
)
|
|
$
|
285.0
|
|
|
$
|
51.9
|
|
|
18.2
|
Import
|
296.8
|
|
|
311.4
|
|
|
(14.6
|
)
|
|
(4.7
|
)
|
|
291.3
|
|
|
20.1
|
|
|
6.9
|
|||||
Premium Luxury
|
350.2
|
|
|
376.2
|
|
|
(26.0
|
)
|
|
(6.9
|
)
|
|
366.1
|
|
|
10.1
|
|
|
2.8
|
|||||
Total
|
958.1
|
|
|
1,024.5
|
|
|
(66.4
|
)
|
|
(6.5
|
)
|
|
942.4
|
|
|
82.1
|
|
|
8.7
|
|||||
Corporate and other
|
(145.1
|
)
|
|
(209.7
|
)
|
|
64.6
|
|
|
|
|
(174.9
|
)
|
|
(34.8
|
)
|
|
|
||||||
Floorplan interest expense
|
76.5
|
|
|
58.3
|
|
|
(18.2
|
)
|
|
|
|
53.3
|
|
|
(5.0
|
)
|
|
|
||||||
Operating income
|
$
|
889.5
|
|
|
$
|
873.1
|
|
|
$
|
16.4
|
|
|
1.9
|
|
|
$
|
820.8
|
|
|
$
|
52.3
|
|
|
6.4
|
(1)
Segment income represents income for each of our reportable segments and is defined as operating income less floorplan interest expense.
|
||||||||||||||||||||||||
Retail new vehicle unit sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Domestic
|
118,867
|
|
|
111,519
|
|
|
7,348
|
|
|
6.6
|
|
|
102,643
|
|
|
8,876
|
|
|
8.6
|
|||||
Import
|
150,005
|
|
|
157,868
|
|
|
(7,863
|
)
|
|
(5.0
|
)
|
|
154,066
|
|
|
3,802
|
|
|
2.5
|
|||||
Premium Luxury
|
68,750
|
|
|
69,693
|
|
|
(943
|
)
|
|
(1.4
|
)
|
|
61,299
|
|
|
8,394
|
|
|
13.7
|
|||||
|
337,622
|
|
|
339,080
|
|
|
(1,458
|
)
|
|
(0.4
|
)
|
|
318,008
|
|
|
21,072
|
|
|
6.6
|
|
Years Ended December 31,
|
|||||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||
Revenue
|
$
|
7,810.0
|
|
|
$
|
7,069.8
|
|
|
$
|
740.2
|
|
|
10.5
|
|
|
$
|
6,359.5
|
|
|
$
|
710.3
|
|
|
11.2
|
Segment income
|
$
|
311.1
|
|
|
$
|
336.9
|
|
|
$
|
(25.8
|
)
|
|
(7.7
|
)
|
|
$
|
285.0
|
|
|
$
|
51.9
|
|
|
18.2
|
Retail new vehicle unit sales
|
118,867
|
|
|
111,519
|
|
|
7,348
|
|
|
6.6
|
|
|
102,643
|
|
|
8,876
|
|
|
8.6
|
|
Years Ended December 31,
|
|||||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||
Revenue
|
$
|
6,886.1
|
|
|
$
|
7,037.2
|
|
|
$
|
(151.1
|
)
|
|
(2.1
|
)
|
|
$
|
6,717.8
|
|
|
$
|
319.4
|
|
|
4.8
|
Segment income
|
$
|
296.8
|
|
|
$
|
311.4
|
|
|
$
|
(14.6
|
)
|
|
(4.7
|
)
|
|
$
|
291.3
|
|
|
$
|
20.1
|
|
|
6.9
|
Retail new vehicle unit sales
|
150,005
|
|
|
157,868
|
|
|
(7,863
|
)
|
|
(5.0
|
)
|
|
154,066
|
|
|
3,802
|
|
|
2.5
|
|
Years Ended December 31,
|
|||||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|||||||||||
Revenue
|
$
|
6,665.3
|
|
|
$
|
6,607.8
|
|
|
$
|
57.5
|
|
|
0.9
|
|
|
$
|
5,889.3
|
|
|
$
|
718.5
|
|
|
12.2
|
Segment income
|
$
|
350.2
|
|
|
$
|
376.2
|
|
|
$
|
(26.0
|
)
|
|
(6.9
|
)
|
|
$
|
366.1
|
|
|
$
|
10.1
|
|
|
2.8
|
Retail new vehicle unit sales
|
68,750
|
|
|
69,693
|
|
|
(943
|
)
|
|
(1.4
|
)
|
|
61,299
|
|
|
8,394
|
|
|
13.7
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
($ in millions)
|
2016
|
|
2015
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
|
2014
|
|
Variance
Favorable /
(Unfavorable)
|
|
%
Variance
|
||||||||||||
Reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation
|
$
|
1,467.5
|
|
|
$
|
1,454.3
|
|
|
$
|
(13.2
|
)
|
|
(0.9
|
)
|
|
$
|
1,362.5
|
|
|
$
|
(91.8
|
)
|
|
(6.7
|
)
|
Advertising
|
196.7
|
|
|
188.5
|
|
|
(8.2
|
)
|
|
(4.4
|
)
|
|
164.9
|
|
|
(23.6
|
)
|
|
(14.3
|
)
|
|||||
Store and corporate overhead
|
685.2
|
|
|
620.7
|
|
|
(64.5
|
)
|
|
(10.4
|
)
|
|
552.2
|
|
|
(68.5
|
)
|
|
(12.4
|
)
|
|||||
Total
|
$
|
2,349.4
|
|
|
$
|
2,263.5
|
|
|
$
|
(85.9
|
)
|
|
(3.8
|
)
|
|
$
|
2,079.6
|
|
|
$
|
(183.9
|
)
|
|
(8.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SG&A as a % of total gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation
|
44.3
|
|
|
44.6
|
|
|
30
|
|
|
bps
|
|
45.6
|
|
|
100
|
|
|
bps
|
|||||||
Advertising
|
5.9
|
|
|
5.8
|
|
|
(10
|
)
|
|
bps
|
|
5.5
|
|
|
(30
|
)
|
|
bps
|
|||||||
Store and corporate overhead
|
20.7
|
|
|
19.0
|
|
|
(170
|
)
|
|
bps
|
|
18.5
|
|
|
(50
|
)
|
|
bps
|
|||||||
Total
|
70.9
|
|
|
69.4
|
|
|
(150
|
)
|
|
bps
|
|
69.6
|
|
|
20
|
|
|
bps
|
(In millions)
|
December 31,
2016 |
|
December 31,
2015 |
|
||||
Cash and cash equivalents
|
$
|
64.8
|
|
|
$
|
74.1
|
|
|
Revolving credit facility
(1)
|
$
|
1,058.7
|
|
(2)
|
$
|
1,463.1
|
|
|
Secured used floorplan facilities
(3)
|
$
|
0.3
|
|
|
$
|
127.1
|
|
|
(1)
|
As limited by the maximum consolidated leverage ratio in our credit agreement.
|
(2)
|
At
December 31, 2016
, we had
$44.1 million
of letters of credit outstanding. In addition, we use the revolving credit facility under our credit agreement as a liquidity backstop for borrowings under the commercial paper program. We had
$942.0 million
of commercial paper notes outstanding at
December 31, 2016
, which in effect reduced the available liquidity under our revolving credit facility to
$813.9 million
. See Note 7 of the Notes to Consolidated Financial Statements for additional information.
|
(3)
|
Based on the eligible used vehicle inventory that could have been pledged as collateral. See Note 3 of the Notes to Consolidated Financial Statements for additional information.
|
(In millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Shares repurchased
|
10.5
|
|
|
3.9
|
|
|
9.4
|
|
|||
Aggregate purchase price
|
$
|
497.0
|
|
|
$
|
235.1
|
|
|
$
|
485.1
|
|
Average purchase price per share
|
$
|
47.30
|
|
|
$
|
60.49
|
|
|
$
|
51.59
|
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Purchases of property and equipment, including operating lease buy-outs
(1)
|
$
|
253.2
|
|
|
$
|
266.9
|
|
|
$
|
197.8
|
|
|
|
|
|
|
|
||||||
(1)
Includes accrued construction in progress and excludes property associated with capital leases entered into during the year.
|
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash used in business acquisitions, net
(1)
|
$
|
(410.4
|
)
|
|
$
|
(321.5
|
)
|
|
$
|
(205.2
|
)
|
Cash received from business divestitures, net
|
$
|
150.4
|
|
|
$
|
43.9
|
|
|
$
|
41.4
|
|
Proceeds from the sale of property and equipment
|
$
|
8.7
|
|
|
$
|
21.9
|
|
|
$
|
5.5
|
|
Proceeds from the disposal of assets held for sale
|
$
|
4.8
|
|
|
$
|
11.5
|
|
|
$
|
2.6
|
|
|
|
|
|
|
|
||||||
(1)
Excludes capital leases and deferred purchase price commitments.
|
(In millions)
|
2016
|
|
2015
|
||||
6.75% Senior Notes due 2018
|
$
|
400.0
|
|
|
$
|
400.0
|
|
5.5% Senior Notes due 2020
|
350.0
|
|
|
350.0
|
|
||
3.35% Senior Notes due 2021
|
300.0
|
|
|
300.0
|
|
||
4.5% Senior Notes due 2025
|
450.0
|
|
|
450.0
|
|
||
Revolving credit facility due 2019
|
—
|
|
|
—
|
|
||
Mortgage facility
(1)
|
153.2
|
|
|
175.7
|
|
||
Capital leases and other debt
|
136.2
|
|
|
95.0
|
|
||
|
1,789.4
|
|
|
1,770.7
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(10.8
|
)
|
|
(13.7
|
)
|
||
Less: current maturities
|
(167.5
|
)
|
|
(11.7
|
)
|
||
Long-term debt, net of current maturities
|
$
|
1,611.1
|
|
|
$
|
1,745.3
|
|
(1)
|
The mortgage facility requires monthly principal and interest payments of
$1.6 million
based on a fixed amortization schedule with a balloon payment of
$143.9 million
due November 2017.
|
|
December 31, 2016
|
||
|
Requirement
|
|
Actual
|
Leverage ratio
|
≤ 3.75x
|
|
2.70x
|
Capitalization ratio
|
≤ 70.0%
|
|
63.0%
|
|
2016
|
|
2015
|
||||
Vehicle floorplan payable - trade
|
$
|
2,308.8
|
|
|
$
|
2,565.8
|
|
Vehicle floorplan payable - non-trade
|
1,540.4
|
|
|
1,161.3
|
|
||
Vehicle floorplan payable
|
$
|
3,849.2
|
|
|
$
|
3,727.1
|
|
|
Years Ended December 31,
|
||||||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
516.0
|
|
|
$
|
507.2
|
|
|
$
|
485.1
|
|
Net cash used in investing activities
|
$
|
(489.7
|
)
|
|
$
|
(509.4
|
)
|
|
$
|
(376.0
|
)
|
Net cash provided by (used in) financing activities
|
$
|
(35.6
|
)
|
|
$
|
0.9
|
|
|
$
|
(102.9
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
|
Total
|
|
Less Than 1
Year
(2017)
|
|
1 - 3 Years
(2018 and
2019)
|
|
3 - 5 Years
(2020 and
2021)
|
|
More Than 5
Years
(2022 and
thereafter)
|
||||||||||
Vehicle floorplan payable (Note 3)
(1)
|
$
|
3,849.2
|
|
|
$
|
3,849.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt, including capital leases (Note 7)
(1)(2)
|
1,789.4
|
|
|
167.5
|
|
|
454.4
|
|
|
656.9
|
|
|
510.6
|
|
|||||
Commercial paper (Note 7)
(1)
|
942.0
|
|
|
942.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments
(3)
|
392.8
|
|
|
91.7
|
|
|
124.8
|
|
|
72.7
|
|
|
103.6
|
|
|||||
Operating lease and other commitments (Note 8)
(1)(4)
|
433.3
|
|
|
45.6
|
|
|
81.9
|
|
|
69.0
|
|
|
236.8
|
|
|||||
Unrecognized tax benefits, net (Note 11)
(1)
|
7.7
|
|
|
—
|
|
|
3.0
|
|
|
4.7
|
|
|
—
|
|
|||||
Deferred compensation obligations
(5)
|
68.2
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
63.2
|
|
|||||
Estimated chargeback liability (Note 18)
(1)(6)
|
116.8
|
|
|
67.5
|
|
|
43.9
|
|
|
5.2
|
|
|
0.2
|
|
|||||
Estimated self-insurance obligations (Note 6)
(1)(7)
|
75.9
|
|
|
27.2
|
|
|
26.2
|
|
|
11.1
|
|
|
11.4
|
|
|||||
Purchase obligations
(8)
|
113.7
|
|
|
95.8
|
|
|
16.8
|
|
|
0.3
|
|
|
0.8
|
|
|||||
Total
|
$
|
7,789.0
|
|
|
$
|
5,291.5
|
|
|
$
|
751.0
|
|
|
$
|
819.9
|
|
|
$
|
926.6
|
|
(1)
|
See Notes to Consolidated Financial Statements.
|
(2)
|
Amounts for long-term debt obligations reflect principal payments and are not reduced for unamortized debt discounts of
$2.6 million
or debt issuance costs of
$8.2 million
.
|
(3)
|
Primarily represents scheduled fixed interest payments on our outstanding senior unsecured notes, mortgage facility, and capital leases. Estimates of future interest payments for vehicle floorplan payables and commercial paper are excluded due to the short-term nature of these facilities.
|
(4)
|
Amounts for operating lease commitments do not include certain operating expenses such as maintenance, insurance, and real estate taxes. In
2016
, these charges totaled approximately
$24 million
. Additionally, operating leases that are on a month-to-month basis are not included.
|
(5)
|
Due to uncertainty regarding timing of payments expected beyond one year, long-term obligations for deferred compensation arrangements have been classified in the “More Than 5 Years” column.
|
(6)
|
Our estimated chargeback obligations do not have scheduled maturities, however, the timing of future payments is estimated based on historical patterns.
|
(7)
|
Our estimated self-insurance obligations are based on management estimates and actuarial calculations. Although these obligations do not have scheduled maturities, the timing of future payments is estimated based on historical patterns.
|
(8)
|
Primarily represents purchase orders and contracts in connection with information technology and communication systems and real estate construction projects.
|
•
|
The automotive retail industry is sensitive to changing economic conditions and various other factors. Our business and results of operations are substantially dependent on new vehicle sales levels in the United States and in our particular geographic markets and the level of gross profit margins that we can achieve on our sales of new vehicles, all of which are very difficult to predict
.
|
•
|
We are dependent upon the success and continued financial viability of the vehicle manufacturers and distributors with which we hold franchises
.
|
•
|
If we are not able to maintain and enhance our retail brands and reputation or to attract consumers to our own digital channels, or if events occur that damage our retail brands, reputation, or sales channels, our business and financial results may be harmed. We are investing significantly in the next phase of our brand extension strategy, and if our strategic initiatives are not successful, we will have incurred significant expenses without the benefit of improved financial results.
|
•
|
New laws, regulations, or governmental policies regarding fuel economy and greenhouse gas emission standards, or changes to existing standards, may affect vehicle manufacturers’ ability to produce cost-effective vehicles or vehicles that consumers demand, which could adversely impact our business, results of operations, financial condition, cash flow, and prospects
.
|
•
|
Natural disasters and adverse weather events can disrupt our business
.
|
•
|
We are subject to restrictions imposed by, and significant influence from, vehicle manufacturers that may adversely impact our business, financial condition, results of operations, cash flows, and prospects, including our ability to acquire additional stores
.
|
•
|
We are subject to numerous legal and administrative proceedings, which, if the outcomes are adverse to us, could materially adversely affect our business, results of operations, financial condition, cash flows, and prospects
.
|
•
|
Our operations are subject to extensive governmental laws and regulations. If we are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, operating results, and prospects could suffer
.
|
•
|
A failure of our information systems or any security breach or unauthorized disclosure of confidential information could have a material adverse effect on our business
.
|
•
|
Our debt agreements contain certain financial ratios and other restrictions on our ability to conduct our business, and our substantial indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations
.
|
•
|
We are subject to interest rate risk in connection with our vehicle floorplan payables, revolving credit facility, and commercial paper program that could have a material adverse effect on our profitability
.
|
•
|
Goodwill and other intangible assets comprise a significant portion of our total assets. We must test our goodwill and other intangible assets for impairment at least annually, which could result in a material, non-cash write-down of goodwill or franchise rights and could have a material adverse impact on our results of operations and shareholders’ equity
.
|
•
|
Our largest stockholders, as a result of their ownership stakes in us, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders or Board of Directors. In addition, future share repurchases and fluctuations in the levels of ownership of our largest stockholders could impact the volume of trading, liquidity, and market price of our common stock
.
|
•
|
AutoNation’s Twitter feed (
www.twitter.com/autonation
)
|
•
|
Mike Jackson’s Twitter feed (
www.twitter.com/CEOMikeJackson
)
|
•
|
AutoNation’s Facebook page (
www.facebook.com/autonation
)
|
•
|
Mike Jackson’s Facebook page (
www.facebook.com/CEOMikeJackson
)
|
|
Page
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
64.8
|
|
|
$
|
74.1
|
|
Receivables, net
|
1,032.9
|
|
|
908.2
|
|
||
Inventory
|
3,520.1
|
|
|
3,612.0
|
|
||
Other current assets
|
97.0
|
|
|
115.4
|
|
||
Total Current Assets
|
4,714.8
|
|
|
4,709.7
|
|
||
PROPERTY AND EQUIPMENT, NET
|
2,843.2
|
|
|
2,667.4
|
|
||
GOODWILL, NET
|
1,511.3
|
|
|
1,394.5
|
|
||
OTHER INTANGIBLE ASSETS, NET
|
598.2
|
|
|
439.9
|
|
||
OTHER ASSETS
|
392.5
|
|
|
336.7
|
|
||
Total Assets
|
$
|
10,060.0
|
|
|
$
|
9,548.2
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Vehicle floorplan payable - trade
|
$
|
2,308.8
|
|
|
$
|
2,565.8
|
|
Vehicle floorplan payable - non-trade
|
1,540.4
|
|
|
1,161.3
|
|
||
Accounts payable
|
303.7
|
|
|
299.9
|
|
||
Commercial paper
|
942.0
|
|
|
599.5
|
|
||
Current maturities of long-term debt
|
167.5
|
|
|
11.7
|
|
||
Other current liabilities
|
566.8
|
|
|
529.2
|
|
||
Total Current Liabilities
|
5,829.2
|
|
|
5,167.4
|
|
||
LONG-TERM DEBT, NET OF CURRENT MATURITIES
|
1,611.1
|
|
|
1,745.3
|
|
||
DEFERRED INCOME TAXES
|
91.5
|
|
|
78.6
|
|
||
OTHER LIABILITIES
|
217.9
|
|
|
207.6
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
|
|
|
||||
SHAREHOLDERS’ EQUITY:
|
|
|
|
||||
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share; 1,500,000,000 shares authorized; 120,562,149 shares issued at December 31, 2016, and December 31, 2015, including shares held in treasury
|
1.2
|
|
|
1.2
|
|
||
Additional paid-in capital
|
18.2
|
|
|
5.2
|
|
||
Retained earnings
|
3,133.3
|
|
|
2,702.8
|
|
||
Treasury stock, at cost; 19,909,940 and 9,758,091 shares held, respectively
|
(842.4
|
)
|
|
(359.9
|
)
|
||
Total Shareholders’ Equity
|
2,310.3
|
|
|
2,349.3
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
10,060.0
|
|
|
$
|
9,548.2
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
New vehicle
|
$
|
12,255.8
|
|
|
$
|
11,995.0
|
|
|
$
|
10,972.2
|
|
Used vehicle
|
4,995.3
|
|
|
4,768.7
|
|
|
4,385.7
|
|
|||
Parts and service
|
3,321.4
|
|
|
3,082.8
|
|
|
2,822.5
|
|
|||
Finance and insurance, net
|
894.6
|
|
|
868.7
|
|
|
750.8
|
|
|||
Other
|
141.9
|
|
|
146.8
|
|
|
177.6
|
|
|||
TOTAL REVENUE
|
21,609.0
|
|
|
20,862.0
|
|
|
19,108.8
|
|
|||
Cost of Sales:
|
|
|
|
|
|
||||||
New vehicle
|
11,620.0
|
|
|
11,321.9
|
|
|
10,322.1
|
|
|||
Used vehicle
|
4,677.7
|
|
|
4,415.0
|
|
|
4,025.1
|
|
|||
Parts and service
|
1,886.7
|
|
|
1,744.8
|
|
|
1,625.9
|
|
|||
Other
|
111.4
|
|
|
118.8
|
|
|
147.0
|
|
|||
TOTAL COST OF SALES (excluding depreciation shown below)
|
18,295.8
|
|
|
17,600.5
|
|
|
16,120.1
|
|
|||
Gross Profit:
|
|
|
|
|
|
||||||
New vehicle
|
635.8
|
|
|
673.1
|
|
|
650.1
|
|
|||
Used vehicle
|
317.6
|
|
|
353.7
|
|
|
360.6
|
|
|||
Parts and service
|
1,434.7
|
|
|
1,338.0
|
|
|
1,196.6
|
|
|||
Finance and insurance
|
894.6
|
|
|
868.7
|
|
|
750.8
|
|
|||
Other
|
30.5
|
|
|
28.0
|
|
|
30.6
|
|
|||
TOTAL GROSS PROFIT
|
3,313.2
|
|
|
3,261.5
|
|
|
2,988.7
|
|
|||
Selling, general, and administrative expenses
|
2,349.4
|
|
|
2,263.5
|
|
|
2,079.6
|
|
|||
Depreciation and amortization
|
143.4
|
|
|
127.4
|
|
|
106.9
|
|
|||
Franchise rights impairment
|
—
|
|
|
15.4
|
|
|
—
|
|
|||
Other income, net
|
(69.1
|
)
|
|
(17.9
|
)
|
|
(18.6
|
)
|
|||
OPERATING INCOME
|
889.5
|
|
|
873.1
|
|
|
820.8
|
|
|||
Non-operating income (expense) items:
|
|
|
|
|
|
||||||
Floorplan interest expense
|
(76.5
|
)
|
|
(58.3
|
)
|
|
(53.3
|
)
|
|||
Other interest expense
|
(115.5
|
)
|
|
(90.9
|
)
|
|
(86.7
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||
Interest income
|
1.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Other income (loss), net
|
3.7
|
|
|
(1.3
|
)
|
|
2.9
|
|
|||
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
702.3
|
|
|
722.7
|
|
|
682.3
|
|
|||
Income tax provision
|
270.6
|
|
|
279.0
|
|
|
262.5
|
|
|||
NET INCOME FROM CONTINUING OPERATIONS
|
431.7
|
|
|
443.7
|
|
|
419.8
|
|
|||
Loss from discontinued operations, net of income taxes
|
(1.2
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|||
NET INCOME
|
$
|
430.5
|
|
|
$
|
442.6
|
|
|
$
|
418.7
|
|
BASIC EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.19
|
|
|
$
|
3.94
|
|
|
$
|
3.58
|
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.18
|
|
|
$
|
3.93
|
|
|
$
|
3.57
|
|
Weighted average common shares outstanding
|
103.1
|
|
|
112.7
|
|
|
117.3
|
|
|||
DILUTED EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.16
|
|
|
$
|
3.90
|
|
|
$
|
3.53
|
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.15
|
|
|
$
|
3.89
|
|
|
$
|
3.52
|
|
Weighted average common shares outstanding
|
103.8
|
|
|
113.9
|
|
|
118.9
|
|
|||
COMMON SHARES OUTSTANDING, net of treasury stock, at period end
|
100.7
|
|
|
110.8
|
|
|
113.3
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||
BALANCE AT DECEMBER 31, 2013
|
163,562,149
|
|
|
$
|
1.6
|
|
|
$
|
42.8
|
|
|
$
|
3,337.9
|
|
|
$
|
(1,320.6
|
)
|
|
$
|
2,061.7
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
418.7
|
|
|
—
|
|
|
418.7
|
|
|||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(487.7
|
)
|
|
(487.7
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
26.3
|
|
|
—
|
|
|
—
|
|
|
26.3
|
|
|||||
Shares awarded under stock-based compensation plans, including excess income tax benefit of $18.0
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
60.4
|
|
|
53.1
|
|
|||||
BALANCE AT DECEMBER 31, 2014
|
163,562,149
|
|
|
$
|
1.6
|
|
|
$
|
61.8
|
|
|
$
|
3,756.6
|
|
|
$
|
(1,747.9
|
)
|
|
$
|
2,072.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
442.6
|
|
|
—
|
|
|
442.6
|
|
|||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237.3
|
)
|
|
(237.3
|
)
|
|||||
Treasury stock cancellation
|
(43,000,000
|
)
|
|
(0.4
|
)
|
|
(78.7
|
)
|
|
(1,496.4
|
)
|
|
1,575.5
|
|
|
—
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
24.0
|
|
|
—
|
|
|
—
|
|
|
24.0
|
|
|||||
Shares awarded under stock-based compensation plans, including excess income tax benefit of $17.9
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
49.8
|
|
|
47.9
|
|
|||||
BALANCE AT DECEMBER 31, 2015
|
120,562,149
|
|
|
$
|
1.2
|
|
|
$
|
5.2
|
|
|
$
|
2,702.8
|
|
|
$
|
(359.9
|
)
|
|
$
|
2,349.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
430.5
|
|
|
—
|
|
|
430.5
|
|
|||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(499.0
|
)
|
|
(499.0
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
25.1
|
|
|
—
|
|
|
—
|
|
|
25.1
|
|
|||||
Shares awarded under stock-based compensation plans, including excess income tax benefit of $0.6
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
16.5
|
|
|
9.0
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||||
BALANCE AT DECEMBER 31, 2016
|
120,562,149
|
|
|
$
|
1.2
|
|
|
$
|
18.2
|
|
|
$
|
3,133.3
|
|
|
$
|
(842.4
|
)
|
|
$
|
2,310.3
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
430.5
|
|
|
$
|
442.6
|
|
|
$
|
418.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Loss from discontinued operations
|
1.2
|
|
|
1.1
|
|
|
1.1
|
|
|||
Depreciation and amortization
|
143.4
|
|
|
127.4
|
|
|
106.9
|
|
|||
Amortization of debt issuance costs and accretion of debt discounts
|
5.4
|
|
|
4.7
|
|
|
5.7
|
|
|||
Stock-based compensation expense
|
25.1
|
|
|
24.0
|
|
|
26.3
|
|
|||
Franchise rights impairment
|
—
|
|
|
15.4
|
|
|
—
|
|
|||
Non-cash impairment charges
|
14.0
|
|
|
6.1
|
|
|
1.1
|
|
|||
Write-off of deferred debt issuance costs
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Net gain on asset sales and dispositions
|
(62.6
|
)
|
|
(23.8
|
)
|
|
(13.8
|
)
|
|||
Deferred income tax provision
|
3.7
|
|
|
10.0
|
|
|
9.5
|
|
|||
Excess tax benefit from stock-based awards
|
(0.6
|
)
|
|
(17.9
|
)
|
|
(18.0
|
)
|
|||
Other
|
(10.6
|
)
|
|
1.3
|
|
|
(2.0
|
)
|
|||
(Increase) decrease, net of effects from business combinations
and divestitures:
|
|
|
|
|
|
||||||
Receivables
|
(99.3
|
)
|
|
(91.8
|
)
|
|
(80.3
|
)
|
|||
Inventory
|
259.1
|
|
|
(548.8
|
)
|
|
(27.3
|
)
|
|||
Other assets
|
(33.6
|
)
|
|
(8.8
|
)
|
|
(41.1
|
)
|
|||
Increase (decrease), net of effects from business combinations
and divestitures:
|
|
|
|
|
|
||||||
Vehicle floorplan payable-trade, net
|
(196.4
|
)
|
|
488.0
|
|
|
(27.2
|
)
|
|||
Accounts payable
|
(5.8
|
)
|
|
37.7
|
|
|
7.5
|
|
|||
Other liabilities
|
43.8
|
|
|
41.0
|
|
|
118.7
|
|
|||
Net cash provided by continuing operations
|
517.3
|
|
|
508.2
|
|
|
486.2
|
|
|||
Net cash used in discontinued operations
|
(1.3
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
|||
Net cash provided by operating activities
|
516.0
|
|
|
507.2
|
|
|
485.1
|
|
|||
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(244.5
|
)
|
|
(247.6
|
)
|
|
(209.2
|
)
|
|||
Property operating lease buy-outs
|
(5.0
|
)
|
|
(10.2
|
)
|
|
(0.4
|
)
|
|||
Proceeds from the sale of property and equipment
|
8.7
|
|
|
21.9
|
|
|
5.5
|
|
|||
Proceeds from the disposal of assets held for sale
|
4.8
|
|
|
11.5
|
|
|
2.6
|
|
|||
Insurance recoveries on property and equipment
|
3.1
|
|
|
1.0
|
|
|
—
|
|
|||
Cash used in business acquisitions, net of cash acquired
|
(410.4
|
)
|
|
(321.5
|
)
|
|
(205.2
|
)
|
|||
Cash received from business divestitures, net of cash relinquished
|
150.4
|
|
|
43.9
|
|
|
41.4
|
|
|||
Net change in restricted cash
|
3.3
|
|
|
(3.8
|
)
|
|
—
|
|
|||
Proceeds from the sales of restricted investments
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Other
|
(0.1
|
)
|
|
(4.6
|
)
|
|
(11.2
|
)
|
|||
Net cash used in continuing operations
|
(489.7
|
)
|
|
(509.4
|
)
|
|
(376.0
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(489.7
|
)
|
|
(509.4
|
)
|
|
(376.0
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Repurchases of common stock
|
(499.0
|
)
|
|
(237.3
|
)
|
|
(487.7
|
)
|
|||
Proceeds from 3.35% Senior Notes due 2021
|
—
|
|
|
300.0
|
|
|
—
|
|
|||
Proceeds from 4.5% Senior Notes due 2025
|
—
|
|
|
448.5
|
|
|
—
|
|
|||
Payment of term loan facility
|
—
|
|
|
—
|
|
|
(500.0
|
)
|
|||
Proceeds from revolving credit facilities
|
1,330.0
|
|
|
1,410.0
|
|
|
2,780.0
|
|
|||
Payments of revolving credit facilities
|
(1,330.0
|
)
|
|
(2,520.0
|
)
|
|
(1,970.0
|
)
|
|||
Net proceeds from commercial paper
|
342.5
|
|
|
599.5
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
—
|
|
|
(6.4
|
)
|
|
(6.0
|
)
|
|||
Net proceeds from (payments of) vehicle floorplan payable - non-trade
|
153.8
|
|
|
(13.3
|
)
|
|
61.6
|
|
|||
Purchase of subsidiary shares
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of mortgage facilities
|
(22.5
|
)
|
|
(9.8
|
)
|
|
(9.2
|
)
|
|||
Payments of capital lease and other debt obligations
|
(4.2
|
)
|
|
(18.2
|
)
|
|
(24.7
|
)
|
|||
Proceeds from the exercise of stock options
|
8.4
|
|
|
30.0
|
|
|
35.1
|
|
|||
Excess tax benefit from stock-based awards
|
0.6
|
|
|
17.9
|
|
|
18.0
|
|
|||
Net cash provided by (used in) continuing operations
|
(35.6
|
)
|
|
0.9
|
|
|
(102.9
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(35.6
|
)
|
|
0.9
|
|
|
(102.9
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(9.3
|
)
|
|
(1.3
|
)
|
|
6.2
|
|
|||
CASH AND CASH EQUIVALENTS at beginning of period
|
74.1
|
|
|
75.4
|
|
|
69.2
|
|
|||
CASH AND CASH EQUIVALENTS at end of period
|
$
|
64.8
|
|
|
$
|
74.1
|
|
|
$
|
75.4
|
|
Buildings and improvements
|
5
to
40
years
|
Furniture, fixtures, and equipment
|
3
to
10
years
|
|
2016
|
|
2015
|
||||
Trade receivables
|
$
|
147.6
|
|
|
$
|
133.6
|
|
Manufacturer receivables
|
234.9
|
|
|
221.4
|
|
||
Other
|
48.7
|
|
|
38.0
|
|
||
|
431.2
|
|
|
393.0
|
|
||
Less: allowances for doubtful accounts
|
(5.8
|
)
|
|
(4.5
|
)
|
||
|
425.4
|
|
|
388.5
|
|
||
Contracts-in-transit and vehicle receivables
|
595.9
|
|
|
508.0
|
|
||
Income taxes receivable (See Note 11)
|
11.6
|
|
|
11.7
|
|
||
Receivables, net
|
$
|
1,032.9
|
|
|
$
|
908.2
|
|
|
2016
|
|
2015
|
||||
New vehicles
|
$
|
2,761.5
|
|
|
$
|
2,888.1
|
|
Used vehicles
|
559.1
|
|
|
539.7
|
|
||
Parts, accessories, and other
|
199.5
|
|
|
184.2
|
|
||
Inventory
|
$
|
3,520.1
|
|
|
$
|
3,612.0
|
|
|
2016
|
|
2015
|
||||
Vehicle floorplan payable - trade
|
$
|
2,308.8
|
|
|
$
|
2,565.8
|
|
Vehicle floorplan payable - non-trade
|
1,540.4
|
|
|
1,161.3
|
|
||
Vehicle floorplan payable
|
$
|
3,849.2
|
|
|
$
|
3,727.1
|
|
|
2016
|
|
2015
|
||||
Land
|
$
|
1,267.4
|
|
|
$
|
1,178.4
|
|
Buildings and improvements
|
2,009.6
|
|
|
1,856.6
|
|
||
Furniture, fixtures, and equipment
|
659.4
|
|
|
642.2
|
|
||
|
3,936.4
|
|
|
3,677.2
|
|
||
Less: accumulated depreciation and amortization
|
(1,093.2
|
)
|
|
(1,009.8
|
)
|
||
Property and equipment, net
|
$
|
2,843.2
|
|
|
$
|
2,667.4
|
|
|
2016
|
|
2015
|
||||
Goodwill
|
$
|
1,511.3
|
|
|
$
|
1,394.5
|
|
|
|
|
|
||||
Franchise rights - indefinite-lived
|
$
|
589.4
|
|
|
$
|
432.4
|
|
Other intangible assets
|
16.3
|
|
|
14.3
|
|
||
|
605.7
|
|
|
446.7
|
|
||
Less: accumulated amortization
|
(7.5
|
)
|
|
(6.8
|
)
|
||
Intangible assets, net
|
$
|
598.2
|
|
|
$
|
439.9
|
|
|
Domestic
|
|
Import
|
|
Premium
Luxury
|
|
Corporate
and other
|
|
Consolidated
|
||||||||||
Goodwill at January 1, 2015
(1)
|
$
|
175.1
|
|
|
$
|
551.6
|
|
|
$
|
588.0
|
|
|
$
|
—
|
|
|
$
|
1,314.7
|
|
Acquisitions, dispositions, and other adjustments
|
28.0
|
|
|
19.3
|
|
|
32.5
|
|
|
—
|
|
|
79.8
|
|
|||||
Goodwill at December 31, 2015
(1)
|
203.1
|
|
|
570.9
|
|
|
620.5
|
|
|
—
|
|
|
1,394.5
|
|
|||||
Acquisitions, dispositions, and other adjustments
|
49.0
|
|
|
(12.7
|
)
|
|
76.9
|
|
|
3.6
|
|
|
116.8
|
|
|||||
Goodwill at December 31, 2016
(1)
|
$
|
252.1
|
|
|
$
|
558.2
|
|
|
$
|
697.4
|
|
|
$
|
3.6
|
|
|
$
|
1,511.3
|
|
(1)
|
Net of accumulated impairment losses of
$1.47 billion
associated with our single reporting unit (prior to September 30, 2008, our reporting unit structure was comprised of a single reporting unit) and
$140.0 million
associated with our Domestic reporting unit, both of which were recorded during the year ended December 31, 2008.
|
|
2016
|
|
2015
|
||||
Self-insurance - current portion
|
$
|
27.2
|
|
|
$
|
27.2
|
|
Self-insurance - long-term portion
|
48.7
|
|
|
47.6
|
|
||
Total self-insurance liabilities
|
$
|
75.9
|
|
|
$
|
74.8
|
|
|
2016
|
|
2015
|
||||
6.75% Senior Notes due 2018
|
$
|
400.0
|
|
|
$
|
400.0
|
|
5.5% Senior Notes due 2020
|
350.0
|
|
|
350.0
|
|
||
3.35% Senior Notes due 2021
|
300.0
|
|
|
300.0
|
|
||
4.5% Senior Notes due 2025
|
450.0
|
|
|
450.0
|
|
||
Revolving credit facility due 2019
|
—
|
|
|
—
|
|
||
Mortgage facility
(1)
|
153.2
|
|
|
175.7
|
|
||
Capital leases and other debt
|
136.2
|
|
|
95.0
|
|
||
|
1,789.4
|
|
|
1,770.7
|
|
||
Less: unamortized debt discounts and debt issuance costs
|
(10.8
|
)
|
|
(13.7
|
)
|
||
Less: current maturities
|
(167.5
|
)
|
|
(11.7
|
)
|
||
Long-term debt, net of current maturities
|
$
|
1,611.1
|
|
|
$
|
1,745.3
|
|
(1)
|
The mortgage facility requires monthly principal and interest payments of
$1.6 million
based on a fixed amortization schedule with a balloon payment of
$143.9 million
due November 2017.
|
Year Ending December 31:
|
|
||
2017
|
$
|
167.5
|
|
2018
|
411.4
|
|
|
2019
|
43.0
|
|
|
2020
|
353.5
|
|
|
2021
|
303.4
|
|
|
Thereafter
|
510.6
|
|
|
|
$
|
1,789.4
|
|
Noncancelable Lease Commitments
|
Capital
(1)
|
|
Operating
(1) (2)
|
||||
2017
|
$
|
20.0
|
|
|
$
|
45.6
|
|
2018
|
16.2
|
|
|
42.7
|
|
||
2019
|
32.4
|
|
|
39.2
|
|
||
2020
|
7.0
|
|
|
37.8
|
|
||
2021
|
6.7
|
|
|
31.2
|
|
||
Thereafter
|
82.5
|
|
|
236.8
|
|
||
Total minimum lease payments
|
$
|
164.8
|
|
|
$
|
433.3
|
|
Less: Amounts representing interest
|
(46.7
|
)
|
|
|
|||
|
$
|
118.1
|
|
|
|
(1)
|
Amounts for capital and operating lease commitments do not include certain operating expenses such as maintenance, insurance, and real estate taxes. In
2016
, these charges totaled approximately
$24 million
.
|
(2)
|
Future minimum operating lease payments do not reflect future minimum sublease income of
$1.1 million
.
Additionally, operating leases that are on a month-to-month basis are not included.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Shares repurchased
|
10.5
|
|
|
3.9
|
|
|
9.4
|
|
|||
Aggregate purchase price
|
$
|
497.0
|
|
|
$
|
235.1
|
|
|
$
|
485.1
|
|
Average purchase price per share
|
$
|
47.30
|
|
|
$
|
60.49
|
|
|
$
|
51.59
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Shares issued
|
0.3
|
|
|
1.3
|
|
|
1.7
|
|
|||
Proceeds from the exercise of stock options
|
$
|
8.4
|
|
|
$
|
30.0
|
|
|
$
|
35.1
|
|
Average exercise price per share
|
$
|
31.21
|
|
|
$
|
23.33
|
|
|
$
|
20.50
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Shares issued
|
143,424
|
|
|
159,442
|
|
|
154,540
|
|
Shares surrendered to AutoNation to satisfy tax withholding obligations in connection with the vesting of restricted stock
|
38,906
|
|
|
36,712
|
|
|
46,752
|
|
|
Grant Year
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
1.16% - 1.55%
|
|
|
0.76% - 1.86%
|
|
|
1.11% - 2.04%
|
|
Expected dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Expected term
|
4 - 7 years
|
|
|
2 - 7 years
|
|
|
4 - 7 years
|
|
Expected volatility
|
29% - 31%
|
|
|
24% - 34%
|
|
|
25% - 36%
|
|
|
Stock Options
|
|||||||||||
|
Shares
(in millions)
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
|||||
Options outstanding at January 1
|
4.6
|
|
|
$
|
45.07
|
|
|
|
|
|
||
Granted
(1)
|
0.9
|
|
|
$
|
52.53
|
|
|
|
|
|
||
Exercised
|
(0.3
|
)
|
|
$
|
31.21
|
|
|
|
|
|
||
Forfeited
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Options outstanding as of December 31
|
5.2
|
|
|
$
|
46.99
|
|
|
6.54
|
|
$
|
31.8
|
|
Options exercisable at December 31
|
2.9
|
|
|
$
|
40.33
|
|
|
5.27
|
|
$
|
31.4
|
|
Options exercisable at December 31 and expected to vest thereafter
|
5.2
|
|
|
$
|
46.92
|
|
|
6.53
|
|
$
|
31.8
|
|
Options available for future grants at December 31
|
3.3
|
|
(2)
|
|
|
|
|
|
(1)
|
The options granted during
2016
are related to our annual employee stock option award grant on March 1, 2016
|
(2)
|
Includes
2.5 million
shares available under the 2008 Plan and
0.9 million
shares available under the 2014 Director Plan. As noted above, the number of shares available under the 2014 Director Plan was reduced by
0.4 million
shares in January 2017. If our stockholders approve the 2017 Plan, under which
5.5 million
shares would be available for issuance, then
no
additional awards will be granted under the 2008 Plan, and the
2.5 million
shares available under the 2008 Plan will no longer be available for issuance.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average grant-date fair value of stock options granted
|
$
|
17.96
|
|
|
$
|
19.38
|
|
|
$
|
20.56
|
|
Total intrinsic value of stock options exercised (in millions)
|
$
|
5.3
|
|
|
$
|
51.9
|
|
|
$
|
56.2
|
|
|
Restricted Stock
|
|||||
|
Shares
(in actual number of shares)
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Nonvested at January 1
|
284,284
|
|
|
$
|
53.11
|
|
Granted
(1)
|
143,424
|
|
|
$
|
52.23
|
|
Vested
|
(128,640
|
)
|
|
$
|
49.26
|
|
Forfeited
|
(32,162
|
)
|
|
$
|
55.23
|
|
Nonvested at December 31
|
266,906
|
|
|
$
|
54.23
|
|
(1)
|
The restricted stock awards granted during
2016
are primarily related to our employee annual restricted stock award grant in March
2016
.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average grant-date fair value of restricted stock awards granted
|
$
|
52.23
|
|
|
$
|
62.54
|
|
|
$
|
52.87
|
|
Total fair value of restricted stock awards vested (in millions)
|
$
|
6.4
|
|
|
$
|
8.8
|
|
|
$
|
8.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average grant-date fair value of RSUs granted
|
$
|
58.69
|
|
|
$
|
60.04
|
|
|
$
|
53.57
|
|
Total fair value of RSUs granted (in millions)
|
$
|
2.3
|
|
|
$
|
2.7
|
|
|
$
|
2.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
$
|
16.2
|
|
|
$
|
14.8
|
|
|
$
|
18.4
|
|
Restricted stock
|
6.6
|
|
|
6.5
|
|
|
5.8
|
|
|||
RSUs
|
2.3
|
|
|
2.7
|
|
|
2.1
|
|
|||
Total stock-based compensation expense
|
$
|
25.1
|
|
|
$
|
24.0
|
|
|
$
|
26.3
|
|
|
|
|
|
|
|
||||||
Tax benefit related to stock-based compensation expense
|
$
|
9.6
|
|
|
$
|
9.2
|
|
|
$
|
10.0
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
234.9
|
|
|
$
|
235.0
|
|
|
$
|
220.9
|
|
State
|
31.4
|
|
|
34.1
|
|
|
32.2
|
|
|||
Federal and state deferred
|
3.7
|
|
|
10.3
|
|
|
9.5
|
|
|||
Change in valuation allowance, net
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|||
Adjustments and settlements
|
0.3
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|||
Income tax provision
|
$
|
270.6
|
|
|
$
|
279.0
|
|
|
$
|
262.5
|
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|
2014
|
|
%
|
|||||||||
Income tax provision at statutory rate
|
$
|
245.8
|
|
|
35.0
|
|
|
$
|
253.0
|
|
|
35.0
|
|
|
$
|
238.8
|
|
|
35.0
|
|
Non-deductible expenses (income), net
|
4.6
|
|
|
0.7
|
|
|
3.5
|
|
|
0.5
|
|
|
1.3
|
|
|
0.2
|
|
|||
State income taxes, net of federal benefit
|
21.7
|
|
|
3.1
|
|
|
23.6
|
|
|
3.3
|
|
|
23.2
|
|
|
3.4
|
|
|||
|
272.1
|
|
|
38.8
|
|
|
280.1
|
|
|
38.8
|
|
|
263.3
|
|
|
38.6
|
|
|||
Change in valuation allowance, net
|
0.3
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Adjustments and settlements
|
0.3
|
|
|
—
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Other, net
|
(2.1
|
)
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|||
Income tax provision
|
$
|
270.6
|
|
|
38.5
|
|
|
$
|
279.0
|
|
|
38.6
|
|
|
$
|
262.5
|
|
|
38.5
|
|
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
||||
Inventory
|
$
|
36.8
|
|
|
$
|
35.1
|
|
Receivable allowances
|
3.3
|
|
|
2.9
|
|
||
Warranty, chargeback, and self-insurance liabilities
|
71.2
|
|
|
63.5
|
|
||
Other accrued liabilities
|
33.1
|
|
|
32.6
|
|
||
Deferred compensation
|
31.8
|
|
|
28.5
|
|
||
Stock-based compensation
|
25.7
|
|
|
24.3
|
|
||
Loss carryforwards—federal and state
|
5.4
|
|
|
13.3
|
|
||
Other, net
|
17.1
|
|
|
6.8
|
|
||
Total deferred income tax assets
|
224.4
|
|
|
207.0
|
|
||
Valuation allowance
|
(2.5
|
)
|
|
(2.4
|
)
|
||
Deferred income tax assets, net of valuation allowance
|
221.9
|
|
|
204.6
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Long-lived assets (intangible assets and property)
|
(293.3
|
)
|
|
(263.8
|
)
|
||
Other, net
|
(20.1
|
)
|
|
(19.4
|
)
|
||
Total deferred income tax liabilities
|
(313.4
|
)
|
|
(283.2
|
)
|
||
Net deferred income tax liabilities
|
$
|
(91.5
|
)
|
|
$
|
(78.6
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at January 1
|
$
|
5.6
|
|
|
$
|
4.9
|
|
|
$
|
4.8
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions of prior years
|
0.8
|
|
|
0.7
|
|
|
0.9
|
|
|||
Reductions for tax positions of prior years
|
(0.4
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Reductions for expirations of statute of limitations
|
(0.2
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Balance at December 31
|
$
|
5.8
|
|
|
$
|
5.6
|
|
|
$
|
4.9
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income from continuing operations
|
$
|
431.7
|
|
|
$
|
443.7
|
|
|
$
|
419.8
|
|
Loss from discontinued operations, net of income taxes
|
(1.2
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|||
Net income
|
$
|
430.5
|
|
|
$
|
442.6
|
|
|
$
|
418.7
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding used in calculating basic EPS
|
103.1
|
|
|
112.7
|
|
|
117.3
|
|
|||
Effect of dilutive stock options
|
0.7
|
|
|
1.2
|
|
|
1.6
|
|
|||
Weighted average common shares outstanding used in calculating diluted EPS
|
103.8
|
|
|
113.9
|
|
|
118.9
|
|
|||
|
|
|
|
|
|
||||||
Basic EPS amounts:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.19
|
|
|
$
|
3.94
|
|
|
$
|
3.58
|
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.18
|
|
|
$
|
3.93
|
|
|
$
|
3.57
|
|
|
|
|
|
|
|
||||||
Diluted EPS amounts:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
4.16
|
|
|
$
|
3.90
|
|
|
$
|
3.53
|
|
Discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
4.15
|
|
|
$
|
3.89
|
|
|
$
|
3.52
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Anti-dilutive options excluded from the computation of diluted earnings per share
|
3.0
|
|
|
0.7
|
|
|
0.6
|
|
Receivables, net
|
|
$
|
19.9
|
|
Inventory
|
|
272.4
|
|
|
Property and equipment
|
|
130.4
|
|
|
Goodwill
|
|
140.4
|
|
|
Franchise rights - indefinite-lived
|
|
169.2
|
|
|
Other assets
|
|
9.4
|
|
|
Accounts payable
|
|
(9.0
|
)
|
|
Vehicle floorplan payable - non-trade
|
|
(264.4
|
)
|
|
Deferred income taxes
|
|
(7.5
|
)
|
|
Other liabilities
|
|
(13.0
|
)
|
|
Aggregate purchase price
|
|
447.8
|
|
|
Capital leases and other obligations
|
|
(37.4
|
)
|
|
Cash used in business acquisitions, net of cash acquired
|
|
$
|
410.4
|
|
|
Years Ended December 31,
|
||||||
Supplemental pro forma:
|
2016
|
|
2015
|
||||
Revenue
|
$
|
21,945.6
|
|
|
$
|
22,169.9
|
|
Net income from continuing operations
|
$
|
434.1
|
|
|
$
|
469.4
|
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities
|
|
|
Level 2
|
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
|
|
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
|
•
|
Cash and cash equivalents, accounts receivable, other current assets, vehicle floorplan payable, accounts payable, other current liabilities, commercial paper, and variable rate debt:
The amounts reported in the accompanying Consolidated Balance Sheets approximate fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.
|
•
|
Fixed rate long-term debt:
Our fixed rate long-term debt consists primarily of amounts outstanding under our senior unsecured notes and mortgages. We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level 1). We estimate the fair value of our mortgages using a present value technique based on our current market interest rates for similar types of financial instruments (Level 2). A summary of the aggregate carrying values and fair values of our fixed rate long-term debt is as follows:
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Carrying value
|
$
|
1,778.6
|
|
|
$
|
1,757.0
|
|
Fair value
|
$
|
1,862.2
|
|
|
$
|
1,858.6
|
|
|
2016
|
|
2015
|
||||||||||||
Description
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Gain/(Loss)
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
|
Gain/(Loss)
|
||||||||
Franchise rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
(15.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
Long-lived assets held and used
|
$
|
5.9
|
|
|
$
|
(1.9
|
)
|
|
$
|
24.9
|
|
|
$
|
(3.1
|
)
|
Long-lived assets held for sale:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
19.4
|
|
|
$
|
(12.1
|
)
|
|
$
|
17.6
|
|
|
$
|
(3.0
|
)
|
Discontinued operations
|
12.7
|
|
|
(0.7
|
)
|
|
5.3
|
|
|
(0.8
|
)
|
||||
Total long-lived assets held for sale
|
32.1
|
|
|
(12.8
|
)
|
|
22.9
|
|
|
(3.8
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance - January 1
|
$
|
97.3
|
|
|
$
|
84.9
|
|
|
$
|
67.6
|
|
Add: Provisions
|
106.6
|
|
|
90.0
|
|
|
79.4
|
|
|||
Deduct: Chargebacks
|
(87.1
|
)
|
|
(77.6
|
)
|
|
(62.1
|
)
|
|||
Balance - December 31
|
$
|
116.8
|
|
|
$
|
97.3
|
|
|
$
|
84.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Domestic
|
$
|
7,810.0
|
|
|
$
|
7,069.8
|
|
|
$
|
6,359.5
|
|
Import
|
6,886.1
|
|
|
7,037.2
|
|
|
6,717.8
|
|
|||
Premium Luxury
|
6,665.3
|
|
|
6,607.8
|
|
|
5,889.3
|
|
|||
Total
|
21,361.4
|
|
|
20,714.8
|
|
|
18,966.6
|
|
|||
Corporate and other
|
247.6
|
|
|
147.2
|
|
|
142.2
|
|
|||
Total consolidated revenue
|
$
|
21,609.0
|
|
|
$
|
20,862.0
|
|
|
$
|
19,108.8
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Segment income
(1)
:
|
|
|
|
|
|
||||||
Domestic
|
$
|
311.1
|
|
|
$
|
336.9
|
|
|
$
|
285.0
|
|
Import
|
296.8
|
|
|
311.4
|
|
|
291.3
|
|
|||
Premium Luxury
|
350.2
|
|
|
376.2
|
|
|
366.1
|
|
|||
Total
|
958.1
|
|
|
1,024.5
|
|
|
942.4
|
|
|||
Corporate and other
|
(145.1
|
)
|
|
(209.7
|
)
|
|
(174.9
|
)
|
|||
Other interest expense
|
(115.5
|
)
|
|
(90.9
|
)
|
|
(86.7
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||
Interest income
|
1.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Other income (loss), net
|
3.7
|
|
|
(1.3
|
)
|
|
2.9
|
|
|||
Income from continuing operations before income taxes
|
$
|
702.3
|
|
|
$
|
722.7
|
|
|
$
|
682.3
|
|
(1)
|
Segment income represents income for each of our reportable segments and is defined as operating income less floorplan interest expense.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Floorplan interest expense:
|
|
|
|
|
|
||||||
Domestic
|
$
|
33.7
|
|
|
$
|
24.1
|
|
|
$
|
24.4
|
|
Import
|
17.4
|
|
|
15.0
|
|
|
14.5
|
|
|||
Premium Luxury
|
22.7
|
|
|
18.0
|
|
|
13.1
|
|
|||
Corporate and other
|
2.7
|
|
|
1.2
|
|
|
1.3
|
|
|||
Total floorplan interest expense
|
$
|
76.5
|
|
|
$
|
58.3
|
|
|
$
|
53.3
|
|
|
|
|
|
|
|
||||||
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Domestic
|
$
|
37.5
|
|
|
$
|
31.0
|
|
|
$
|
27.3
|
|
Import
|
35.4
|
|
|
32.9
|
|
|
31.0
|
|
|||
Premium Luxury
|
40.7
|
|
|
35.0
|
|
|
28.3
|
|
|||
Corporate and other
|
29.8
|
|
|
28.5
|
|
|
20.3
|
|
|||
Total depreciation and amortization
|
$
|
143.4
|
|
|
$
|
127.4
|
|
|
$
|
106.9
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Domestic
|
$
|
62.5
|
|
|
$
|
61.4
|
|
|
$
|
61.7
|
|
Import
|
28.0
|
|
|
34.0
|
|
|
47.0
|
|
|||
Premium Luxury
|
95.6
|
|
|
101.9
|
|
|
68.3
|
|
|||
Corporate and other
|
67.1
|
|
|
69.6
|
|
|
20.8
|
|
|||
Total capital expenditures
|
$
|
253.2
|
|
|
$
|
266.9
|
|
|
$
|
197.8
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Assets:
|
|
|
|
|
|
||||||
Domestic
|
$
|
2,742.8
|
|
|
$
|
2,573.9
|
|
|
$
|
2,187.3
|
|
Import
|
2,065.5
|
|
|
2,145.2
|
|
|
1,997.7
|
|
|||
Premium Luxury
|
2,603.4
|
|
|
2,554.6
|
|
|
2,051.0
|
|
|||
Corporate and other:
|
|
|
|
|
|
||||||
Goodwill
|
1,511.3
|
|
|
1,394.5
|
|
|
1,314.7
|
|
|||
Franchise rights
|
589.4
|
|
|
432.4
|
|
|
348.1
|
|
|||
Other Corporate and other assets
|
547.6
|
|
|
447.6
|
|
|
496.2
|
|
|||
Total assets
|
$
|
10,060.0
|
|
|
$
|
9,548.2
|
|
|
$
|
8,395.0
|
|
a.
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b.
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be assumed by the remaining participating employers.
|
c.
|
If we choose to stop participating in a multiemployer plan, we may be required to pay the plan an amount based on the underfunded status of the plan, subject to certain limits, referred to as a withdrawal liability.
|
|
|
|
|
Pension Protection Act Zone Status
|
|
Contributions of AutoNation
($ in millions)
(1)
|
|
|
|
Expiration Date of Collective-Bargaining Agreement
|
||||||||||||
Pension Fund
|
|
EIN/Pension PlanNumber
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
|
Surcharge Imposed
|
|
|||||||
Automotive Industries Pension Plan
|
|
94-1133245 - 001
|
|
Red
|
|
Red
|
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
Yes
|
|
(2)
|
Other funds
|
|
|
|
|
|
|
|
0.4
|
|
|
0.4
|
|
|
0.3
|
|
|
|
|
|
|||
Total contributions
|
|
|
|
|
|
|
|
$
|
1.5
|
|
|
$
|
1.4
|
|
|
$
|
1.1
|
|
|
|
|
|
(1)
|
Our stores were not listed in the Automotive Industries Pension Plan’s Form 5500 as providing more than 5% of the total contributions for the plan years ended December 31,
2015
or
2014
.
|
(2)
|
We are party to
two
collective-bargaining agreements that require contributions to the Automotive Industries Pension Plan.
One
expired May 31, 2011, and
one
expired June 30, 2011, and both are currently extended during collective bargaining for new agreements.
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Revenue
|
2016
|
|
$
|
5,119.6
|
|
|
$
|
5,441.4
|
|
|
$
|
5,567.5
|
|
|
$
|
5,480.5
|
|
|
2015
|
|
$
|
4,944.2
|
|
|
$
|
5,224.3
|
|
|
$
|
5,353.7
|
|
|
$
|
5,339.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
2016
|
|
$
|
825.9
|
|
|
$
|
841.8
|
|
|
$
|
836.4
|
|
|
$
|
809.1
|
|
|
2015
|
|
$
|
799.9
|
|
|
$
|
819.1
|
|
|
$
|
830.3
|
|
|
$
|
812.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income
(1) (2)
|
2016
|
|
$
|
207.4
|
|
|
$
|
226.5
|
|
|
$
|
219.0
|
|
|
$
|
236.6
|
|
|
2015
|
|
$
|
214.9
|
|
|
$
|
222.1
|
|
|
$
|
235.7
|
|
|
$
|
200.4
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
(1) (2)
|
2016
|
|
$
|
96.2
|
|
|
$
|
112.1
|
|
|
$
|
107.8
|
|
|
$
|
115.6
|
|
|
2015
|
|
$
|
111.7
|
|
|
$
|
115.2
|
|
|
$
|
119.0
|
|
|
$
|
97.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
(1) (2)
|
2016
|
|
$
|
95.9
|
|
|
$
|
112.0
|
|
|
$
|
107.3
|
|
|
$
|
115.3
|
|
|
2015
|
|
$
|
111.5
|
|
|
$
|
115.1
|
|
|
$
|
118.5
|
|
|
$
|
97.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share from continuing operations
(1) (2) (3)
|
2016
|
|
$
|
0.90
|
|
|
$
|
1.09
|
|
|
$
|
1.06
|
|
|
$
|
1.15
|
|
|
2015
|
|
$
|
0.98
|
|
|
$
|
1.01
|
|
|
$
|
1.06
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
(1) (2) (3)
|
2016
|
|
$
|
0.90
|
|
|
$
|
1.08
|
|
|
$
|
1.05
|
|
|
$
|
1.14
|
|
|
2015
|
|
$
|
0.97
|
|
|
$
|
1.00
|
|
|
$
|
1.05
|
|
|
$
|
0.87
|
|
(1)
|
During the fourth quarter of 2016, we recorded gains of $31.7 million ($19.6 million after-tax) related to a business divestiture and $14.4 million ($8.9 million after-tax) related to a legal settlement.
|
(2)
|
During the fourth quarter of 2015, we recorded
$15.4 million
(
$9.6 million
after-tax) of non-cash impairment charges related to rights under certain of our Volkswagen stores’ franchise agreements to reduce the carrying values of the Volkswagen franchise rights to their estimated fair values.
|
(3)
|
The sum of quarterly basic and diluted earnings per share from continuing operations may not equal full year amounts as reported in the Consolidated Statements of Income due to the effect of the calculation of weighted average common stock equivalents on a quarterly basis.
|
1.
|
Financial Statements: The Consolidated Financial Statements of AutoNation are set forth in Part II, Item 8 of this Form 10-K.
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2.
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Financial Statement Schedules: Not applicable.
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3.
|
Exhibits: The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Form 10-K.
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AUTONATION, INC.
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||
(Registrant)
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||
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By:
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/s/ M
ICHAEL
J. J
ACKSON
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Michael J. Jackson
Chairman of the Board and Chief Executive Officer
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February 8, 2017
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Signature
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Title
|
|
Date
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/
S
/ M
ICHAEL
J. J
ACKSON
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Chairman of the Board and Chief
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February 8, 2017
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Michael J. Jackson
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Executive Officer (Principal Executive Officer)
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/
S
/ C
HERYL
M
ILLER
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Executive Vice President and Chief
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February 8, 2017
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Cheryl Miller
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Financial Officer (Principal Financial Officer)
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/
S
/ C
HRISTOPHER
C
ADE
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Vice President and Chief Accounting
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February 8, 2017
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Christopher Cade
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Officer (Principal Accounting Officer)
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/
S
/ R
ICK
L. B
URDICK
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Director
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February 8, 2017
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Rick L. Burdick
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/s/ T
OMAGO
C
OLLINS
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Director
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February 8, 2017
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Tomago Collins
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/
S
/ D
AVID
B. E
DELSON
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Director
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February 8, 2017
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David B. Edelson
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/
S
/ K
AREN
C. F
RANCIS
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Director
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February 8, 2017
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Karen C. Francis
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/
S
/ R
OBERT
R. G
RUSKY
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Director
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February 8, 2017
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Robert R. Grusky
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/
S
/ K
AVEH
K
HOSROWSHAHI
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Director
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February 8, 2017
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Kaveh Khosrowshahi
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/
S
/ M
ICHAEL
L
ARSON
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Director
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February 8, 2017
|
Michael Larson
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/
S
/ G. M
IKE
M
IKAN
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Director
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February 8, 2017
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G. Mike Mikan
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/
S
/ A
LISON
H. R
OSENTHAL
|
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Director
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February 8, 2017
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Alison H. Rosenthal
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Exhibit
Number
|
|
Exhibit Description
|
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Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
3.1
|
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Third Amended and Restated Certificate of Incorporation of AutoNation, Inc.
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10-Q
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001-13107
|
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3.1
|
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8/13/99
|
3.2
|
|
Amended and Restated By-Laws of AutoNation, Inc.
|
|
8-K
|
|
001-13107
|
|
3.1
|
|
|
12/16/16
|
4.1
|
|
Indenture, dated April 14, 2010 (the “2010 Indenture”), among AutoNation, Inc. and Wells Fargo Bank, National Association.
|
|
8-K
|
|
001-13107
|
|
4.1
|
|
|
4/15/10
|
4.2
|
|
Supplemental Indenture to 2010 Indenture, dated April 14, 2010, relating to the Company’s 6.75% Senior Notes due 2018.
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
4/15/10
|
4.3
|
|
Form of 6.75% Senior Notes due 2018 (included in Exhibit 4.2).
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
4/15/10
|
4.4
|
|
Supplemental Indenture to 2010 Indenture, dated February 1, 2012, relating to the Company’s 5.5% Senior Notes due 2020.
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
2/1/12
|
4.5
|
|
Form of 5.5% Senior Notes due 2020 (included in Exhibit 4.4).
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
2/1/12
|
4.6
|
|
Supplemental Indenture to 2010 Indenture, dated March 7, 2012, relating to the Company’s 6.75% Senior Notes due 2018.
|
|
10-Q
|
|
001-13107
|
|
4.5
|
|
|
4/25/12
|
4.7
|
|
Supplemental Indenture to 2010 Indenture, dated March 7, 2012, relating to the Company’s 5.5% Senior Notes due 2020.
|
|
10-Q
|
|
001-13107
|
|
4.6
|
|
|
4/25/12
|
4.8
|
|
Supplemental Indenture to 2010 Indenture, dated February 6, 2014, relating to the Company’s 6.75% Senior Notes due 2018.
|
|
10-Q
|
|
001-13107
|
|
4.1
|
|
|
4/18/14
|
4.9
|
|
Supplemental Indenture to 2010 Indenture, dated February 6, 2014, relating to the Company’s 5.5% Senior Notes due 2020.
|
|
10-Q
|
|
001-13107
|
|
4.2
|
|
|
4/18/14
|
4.10
|
|
Supplemental Indenture to 2010 Indenture, dated September 21, 2015, relating to the Company’s 3.35% Senior Notes due 2021.
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
9/21/15
|
4.11
|
|
Form of 3.35% Senior Notes due 2021 (included in Exhibit 4.10).
|
|
8-K
|
|
001-13107
|
|
4.2
|
|
|
9/21/15
|
4.12
|
|
Supplemental Indenture to 2010 Indenture, dated September 21, 2015, relating to the Company’s 4.5% Senior Notes due 2025.
|
|
8-K
|
|
001-13107
|
|
4.3
|
|
|
9/21/15
|
4.13
|
|
Form of 4.5% Senior Notes due 2025 (included in Exhibit 4.12).
|
|
8-K
|
|
001-13107
|
|
4.3
|
|
|
9/21/15
|
4.14
|
|
Supplemental Indenture to 2010 Indenture, dated February 29, 2016, relating to the Company’s 6.75% Senior Notes due 2018.
|
|
10-Q
|
|
001-13107
|
|
4.1
|
|
|
4/22/16
|
4.15
|
|
Supplemental Indenture to 2010 Indenture, dated February 29, 2016, relating to the Company’s 5.5% Senior Notes due 2020.
|
|
10-Q
|
|
001-13107
|
|
4.2
|
|
|
4/22/16
|
4.16
|
|
Supplemental Indenture to 2010 Indenture, dated February 29, 2016, relating to the Company’s 3.35% Senior Notes due 2021.
|
|
10-Q
|
|
001-13107
|
|
4.3
|
|
|
4/22/16
|
4.17
|
|
Supplemental Indenture to 2010 Indenture, dated February 29, 2016, relating to the Company’s 4.5% Senior Notes due 2025.
|
|
10-Q
|
|
001-13107
|
|
4.4
|
|
|
4/22/16
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
4.18
|
|
Supplemental Indenture to 2010 Indenture, dated July 29, 2016, relating to the Company’s 6.75% Senior Notes due 2018.
|
|
10-Q
|
|
001-13107
|
|
4.1
|
|
|
10/28/16
|
4.19
|
|
Supplemental Indenture to 2010 Indenture, dated July 29, 2016, relating to the Company’s 5.5% Senior Notes due 2020.
|
|
10-Q
|
|
001-13107
|
|
4.2
|
|
|
10/28/16
|
4.20
|
|
Supplemental Indenture to 2010 Indenture, dated July 29, 2016, relating to the Company’s 3.35% Senior Notes due 2021.
|
|
10-Q
|
|
001-13107
|
|
4.3
|
|
|
10/28/16
|
4.21
|
|
Supplemental Indenture to 2010 Indenture, dated July 29, 2016, relating to the Company’s 4.5% Senior Notes due 2025.
|
|
10-Q
|
|
001-13107
|
|
4.4
|
|
|
10/28/16
|
10.1
|
|
AutoNation, Inc. 1995 Amended and Restated Employee Stock Option Plan, as amended and restated.
|
|
10-Q
|
|
001-13107
|
|
10.2
|
|
|
8/14/00
|
10.2
|
|
AutoNation, Inc. Amended and Restated 1995 Non-Employee Director Stock Option Plan.
|
|
10-K
|
|
001-13107
|
|
10.10
|
|
|
3/31/99
|
10.3
|
|
Amendment, dated October 24, 2006, to the AutoNation, Inc. Amended and Restated 1995 Non-Employee Director Stock Option Plan.
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
10/27/06
|
10.4
|
|
AutoNation, Inc. Amended and Restated 1997 Employee Stock Option Plan, as amended and restated on February 5, 2007.
|
|
10-K
|
|
001-13107
|
|
10.4
|
|
|
2/28/07
|
10.5
|
|
AutoNation, Inc. Amended and Restated 1998 Employee Stock Option Plan, as amended and restated on February 5, 2007.
|
|
10-K
|
|
001-13107
|
|
10.5
|
|
|
2/28/07
|
10.6
|
|
AutoNation, Inc. Deferred Compensation Plan, as amended and restated.
|
|
S-8
|
|
333-214308
|
|
99.1
|
|
|
10/28/16
|
10.7
|
|
Amended Employment Agreement, dated January 15, 2015, by and between AutoNation, Inc. and Michael J. Jackson.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
1/16/15
|
10.8
|
|
Amended Employment Agreement, dated October 23, 2014, as amended and restated on January 23, 2015, by and between AutoNation, Inc. and Michael E. Maroone.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
1/23/15
|
10.9
|
|
Letter Agreement, dated February 13, 2013, regarding dealership name usage.
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
4/19/13
|
10.10
|
|
AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan.
|
|
10-K
|
|
001-13107
|
|
10.17
|
|
|
2/28/07
|
10.11
|
|
Amendment to the AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan, effective as of October 26, 2010.
|
|
10-Q
|
|
001-13107
|
|
10.4
|
|
|
10/28/10
|
10.12
|
|
Amendment to the AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan, effective as of February 1, 2012.
|
|
8-K
|
|
001-13107
|
|
10.2
|
|
|
2/2/12
|
10.13
|
|
AutoNation, Inc. 2014 Non-Employee Director Equity Plan.
|
|
10-Q
|
|
001-13107
|
|
10.6
|
|
|
4/18/14
|
10.14
|
|
Terms of Non-Employee Director Restricted Stock Units granted under the AutoNation, Inc. 2014 Non-Employee Director Equity Plan.
|
|
10-Q
|
|
001-13107
|
|
10.2
|
|
|
7/17/14
|
10.15
|
|
AutoNation, Inc. Senior Executive Incentive Bonus Plan.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
2/2/12
|
10.16
|
|
AutoNation, Inc. 2008 Employee Equity and Incentive Plan.
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
4/25/08
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
10.17
|
|
Form of Stock Option Agreement for stock options granted under the AutoNation, Inc. employee stock options plans other than the 2008 Employee Equity and Incentive Plan.
|
|
10-K
|
|
001-13107
|
|
10.12
|
|
|
2/24/05
|
10.18
|
|
Form of Stock Option Agreement under the 2008 Employee Equity and Incentive Plan (for 2008 grants).
|
|
10-K
|
|
001-13107
|
|
10.16
|
|
|
2/17/09
|
10.19
|
|
Form of Restricted Stock Agreement under the 2008 Employee Equity Incentive and Incentive Plan (for 2008 grants).
|
|
10-K
|
|
001-13107
|
|
10.17
|
|
|
2/17/09
|
10.20
|
|
Form of Stock Option Agreement under the 2008 Employee Equity and Incentive Plan (for grants made in 2009-2013).
|
|
10-Q
|
|
001-13107
|
|
10.4
|
|
|
4/24/09
|
10.21
|
|
Form of Restricted Stock Agreement under the 2008 Employee Equity and Incentive Plan (for grants made in 2009-2013).
|
|
10-Q
|
|
001-13107
|
|
10.5
|
|
|
4/24/09
|
10.22
|
|
Form of Stock Option Agreement under the 2008 Employee Equity and Incentive Plan (for grants made in 2014).
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
3/7/14
|
10.23
|
|
Form of Restricted Stock Agreement under the 2008 Employee Equity and Incentive Plan (for grants made in 2014).
|
|
8-K
|
|
001-13107
|
|
10.2
|
|
|
3/7/14
|
10.24
|
|
Form of Stock Option Agreement under the 2008 Plan for grants in 2015.
|
|
10-Q
|
|
001-13107
|
|
10.4
|
|
|
4/22/15
|
10.25
|
|
Form of Restricted Stock Agreement under the 2008 Plan for grants in 2015.
|
|
10-Q
|
|
001-13107
|
|
10.5
|
|
|
4/22/15
|
10.26
|
|
Form of Stock Option Agreement under the 2008 Plan for grants in 2016.
|
|
10-Q
|
|
001-13107
|
|
10.1
|
|
|
4/22/16
|
10.27
|
|
Form of Restricted Stock Agreement under the 2008 Plan for grants in 2016.
|
|
10-Q
|
|
001-13107
|
|
10.2
|
|
|
4/22/16
|
10.28
|
|
AutoNation, Inc. Policy Regarding Recoupment of Certain Incentive Compensation, effective as of February 6, 2015.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
2/6/15
|
10.29
|
|
Honda Agreement, dated January 28, 2009, between AutoNation, Inc., American Honda Motor Co., Inc. and ESL Investments, Inc.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
1/29/09
|
10.30
|
|
Stockholder Agreement, dated August 16, 2010, among AutoNation, Inc., Cascade Investment, L.L.C. and the Bill & Melinda Gates Foundation Trust.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
8/16/10
|
10.31
|
|
Amended and Restated Credit Agreement, dated December 3, 2014, by and among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other parties thereto.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
12/4/14
|
10.32
|
|
Form of Commercial Paper Dealer Agreement between AutoNation, Inc., as Issuer, and the Dealer party thereto.
|
|
8-K
|
|
001-13107
|
|
10.1
|
|
|
5/22/15
|
12.1*
|
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
|
|
|
|
21.1*
|
|
Subsidiaries of AutoNation, Inc.
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of KPMG LLP.
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
|||||||
Form
|
|
File Number
|
|
Exhibit
|
|
Filing Date
|
|||||
32.1**
|
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350.
|
|
|
|
|
|
|
|
|
|
32.2**
|
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350.
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|