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EX-32.2 - SECTION 906 CFO CERTIFICATION - AUTONATION, INC.an10q93017ex322.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - AUTONATION, INC.an10q93017ex321.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - AUTONATION, INC.an10q93017ex312.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - AUTONATION, INC.an10q93017ex311.htm
EX-4.4 - EX 4.4 SUPPLEMENTAL INDENTURE - AUTONATION, INC.an10q93017ex44.htm
EX-4.3 - EX 4.3 SUPPLEMENTAL INDENTURE - AUTONATION, INC.an10q93017ex43.htm
EX-4.2 - EX 4.2 SUPPLEMENTAL INDENTURE - AUTONATION, INC.an10q93017ex42.htm
EX-4.1 - EX 4.1 SUPPLEMENTAL INDENTURE - AUTONATION, INC.an10q93017ex41.htm

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 1-13107
AutoNation, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
73-1105145
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
200 SW 1st Avenue, Fort Lauderdale, Florida
 
33301
(Address of principal executive offices)
 
(Zip Code)
(954) 769-6000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   þ   No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   þ   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
  
Accelerated filer   o
Non-accelerated filer o   (Do not check if a smaller reporting company)
  
Smaller reporting company   o
Emerging growth company   o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨   No  þ
As of October 31, 2017, the registrant had 91,243,785 shares of common stock outstanding.
 
 
 
 
 



AUTONATION, INC.
FORM 10-Q
TABLE OF CONTENTS
 
 
 
Page
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
Item 1A.
Item 2.
Item 6.




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AUTONATION, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
 
 
September 30,
2017
 
December 31,
2016
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
53.3

 
$
64.8

Receivables, net
901.0

 
1,032.9

Inventory
3,408.6

 
3,520.1

Other current assets
87.2

 
97.0

Total Current Assets
4,450.1

 
4,714.8

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $1.2 billion and $1.1 billion, respectively
2,949.2

 
2,843.2

GOODWILL
1,529.8

 
1,511.3

OTHER INTANGIBLE ASSETS, NET
616.3

 
598.2

OTHER ASSETS
409.4

 
392.5

Total Assets
$
9,954.8

 
$
10,060.0

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Vehicle floorplan payable - trade
$
2,069.3

 
$
2,308.8

Vehicle floorplan payable - non-trade
1,561.2

 
1,540.4

Accounts payable
276.6

 
303.7

Commercial paper
995.0

 
942.0

Current maturities of long-term debt
566.9

 
167.5

Other current liabilities
659.1

 
566.8

Total Current Liabilities
6,128.1

 
5,829.2

LONG-TERM DEBT, NET OF CURRENT MATURITIES
1,295.7

 
1,611.1

DEFERRED INCOME TAXES
99.2

 
91.5

OTHER LIABILITIES
231.3

 
217.9

COMMITMENTS AND CONTINGENCIES (Note 12)

 

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 September 30, 2017, and December 31, 2016, including shares held in treasury
1.2

 
1.2

Additional paid-in capital
30.2

 
18.2

Retained earnings
3,416.5

 
3,133.3

Treasury stock, at cost; 29,317,911 and 19,909,940 shares held, respectively
(1,247.4
)
 
(842.4
)
Total Shareholders’ Equity
2,200.5

 
2,310.3

Total Liabilities and Shareholders’ Equity
$
9,954.8

 
$
10,060.0


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


1


AUTONATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
New vehicle
$
3,108.4

 
$
3,195.9

 
$
8,835.5

 
$
9,068.0

Used vehicle
1,228.3

 
1,276.8

 
3,670.3

 
3,777.8

Parts and service
841.6

 
843.8

 
2,544.2

 
2,498.9

Finance and insurance, net
241.6

 
229.6

 
692.0

 
678.1

Other
12.5

 
21.4

 
109.1

 
105.7

TOTAL REVENUE
5,432.4

 
5,567.5

 
15,851.1

 
16,128.5

Cost of sales:
 
 
 
 
 
 
 
New vehicle
2,963.6

 
3,037.7

 
8,408.2

 
8,597.8

Used vehicle
1,142.6

 
1,199.6

 
3,433.1

 
3,525.6

Parts and service
474.2

 
480.0

 
1,428.2

 
1,418.8

Other
6.1

 
13.8

 
89.8

 
82.2

TOTAL COST OF SALES (excluding depreciation shown below)
4,586.5

 
4,731.1

 
13,359.3

 
13,624.4

Gross profit:
 
 
 
 
 
 
 
New vehicle
144.8

 
158.2

 
427.3

 
470.2

Used vehicle
85.7

 
77.2

 
237.2

 
252.2

Parts and service
367.4

 
363.8

 
1,116.0

 
1,080.1

Finance and insurance
241.6

 
229.6

 
692.0

 
678.1

Other
6.4

 
7.6

 
19.3

 
23.5

TOTAL GROSS PROFIT
845.9

 
836.4

 
2,491.8

 
2,504.1

Selling, general, and administrative expenses
607.5

 
591.3

 
1,814.1

 
1,765.2

Depreciation and amortization
41.4

 
36.3

 
118.0

 
107.0

Other income, net
(14.2
)
 
(10.2
)
 
(54.4
)
 
(21.0
)
OPERATING INCOME
211.2

 
219.0

 
614.1

 
652.9

Non-operating income (expense) items:
 
 
 
 
 
 
 
Floorplan interest expense
(25.1
)
 
(18.2
)
 
(70.7
)
 
(56.4
)
Other interest expense
(30.0
)
 
(28.9
)
 
(88.0
)
 
(85.9
)
Interest income
0.2

 
0.3

 
0.8

 
0.8

Other income, net
1.6

 
2.6

 
6.4

 
3.4

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
157.9

 
174.8

 
462.6

 
514.8

Income tax provision
60.3

 
67.0

 
179.1

 
198.7

NET INCOME FROM CONTINUING OPERATIONS
97.6

 
107.8

 
283.5

 
316.1

Loss from discontinued operations, net of income taxes
(0.1
)
 
(0.5
)
 
(0.2
)
 
(0.9
)
NET INCOME
$
97.5

 
$
107.3

 
$
283.3

 
$
315.2

BASIC EARNINGS (LOSS) PER SHARE:
 
 
 
 
 
 
 
Continuing operations
$
1.00

 
$
1.06

 
$
2.84

 
$
3.05

Discontinued operations
$

 
$

 
$

 
$
(0.01
)
Net income
$
1.00

 
$
1.05

 
$
2.84

 
$
3.04

Weighted average common shares outstanding
97.3

 
101.9

 
99.9

 
103.8

DILUTED EARNINGS (LOSS) PER SHARE:
 
 
 
 
 
 
 
Continuing operations
$
1.00

 
$
1.05

 
$
2.83

 
$
3.02

Discontinued operations
$

 
$

 
$

 
$
(0.01
)
Net income
$
1.00

 
$
1.05

 
$
2.82

 
$
3.02

Weighted average common shares outstanding
97.7

 
102.6

 
100.3

 
104.5

COMMON SHARES OUTSTANDING, net of treasury stock, at period end
91.2

 
101.2

 
91.2

 
101.2


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


2


AUTONATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(In millions, except share data)
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Treasury
Stock
 
Total
 
Shares
 
Amount
 
 
 
 
BALANCE AT DECEMBER 31, 2016
120,562,149

 
$
1.2

 
$
18.2

 
$
3,133.3

 
$
(842.4
)
 
$
2,310.3

Net income

 

 

 
283.3

 

 
283.3

Repurchases of common stock

 

 

 

 
(436.0
)
 
(436.0
)
Stock-based compensation expense

 

 
18.1

 

 

 
18.1

Shares awarded under stock-based compensation plans

 

 
(6.3
)
 

 
31.0

 
24.7

Other

 

 
0.2

 
(0.1
)
 

 
0.1

BALANCE AT SEPTEMBER 30, 2017
120,562,149

 
$
1.2

 
$
30.2

 
$
3,416.5

 
$
(1,247.4
)
 
$
2,200.5


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.



3


AUTONATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
 
Nine Months Ended
 
September 30,
 
2017
 
2016
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
 
 
 
Net income
$
283.3

 
$
315.2

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Loss from discontinued operations
0.2

 
0.9

Depreciation and amortization
118.0

 
107.0

Amortization of debt issuance costs and accretion of debt discounts
4.2

 
4.0

Stock-based compensation expense
18.1

 
22.5

Deferred income tax provision
7.7

 
2.6

Net gain related to business/property dispositions
(43.8
)
 
(29.7
)
Non-cash impairment charges and valuation adjustments

 
14.0

Excess tax benefit from stock-based awards

 
(0.7
)
Other
(5.2
)
 
(2.4
)
(Increase) decrease, net of effects from business combinations and divestitures:
 
 
 
Receivables
143.6

 
137.5

Inventory
94.1

 
320.4

Other assets
(21.2
)
 
(38.2
)
Increase (decrease), net of effects from business combinations and divestitures:
 
 
 
Vehicle floorplan payable - trade, net
(212.7
)
 
(418.2
)
Accounts payable
(25.6
)
 
(3.9
)
Other liabilities
96.6

 
48.6

Net cash provided by continuing operations
457.3

 
479.6

Net cash used in discontinued operations
(0.3
)
 
(0.8
)
Net cash provided by operating activities
457.0

 
478.8

CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(227.6
)
 
(187.6
)
Property operating lease buy-outs
(3.3
)
 
(5.0
)
Proceeds from the sale of property and equipment
2.6

 
7.2

Proceeds from assets held for sale
34.7

 

Insurance recoveries on property and equipment
1.2

 

Cash received from business divestitures, net of cash relinquished
47.8

 
87.5

Cash used in business acquisitions, net of cash acquired
(56.9
)
 
(362.5
)
Net change in restricted cash
(2.7
)
 
3.8

Other
(2.0
)
 
(0.2
)
Net cash used in continuing operations
(206.2
)
 
(456.8
)
Net cash used in discontinued operations

 

Net cash used in investing activities
(206.2
)
 
(456.8
)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


4


AUTONATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Continued)
 
 
Nine Months Ended
 
September 30,
 
2017
 
2016
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:
 
 
 
Repurchases of common stock
(426.3
)
 
(470.6
)
Proceeds from revolving credit facility
907.0

 
1,050.0

Payments of revolving credit facility
(825.0
)
 
(1,050.0
)
Net proceeds from commercial paper
53.0

 
375.5

Net proceeds from vehicle floorplan payable - non-trade
15.4

 
78.7

Purchase of subsidiary shares

 
(15.2
)
Payments of mortgage facility
(7.6
)
 
(7.7
)
Payments of capital leases and other debt obligations
(3.5
)
 
(3.1
)
Proceeds from the exercise of stock options
24.7

 
7.8

Excess tax benefit from stock-based awards

 
0.7

Net cash used in continuing operations
(262.3
)
 
(33.9
)
Net cash used in discontinued operations

 

Net cash used in financing activities
(262.3
)
 
(33.9
)
DECREASE IN CASH AND CASH EQUIVALENTS
(11.5
)
 
(11.9
)
CASH AND CASH EQUIVALENTS at beginning of period
64.8

 
74.1

CASH AND CASH EQUIVALENTS at end of period
$
53.3

 
$
62.2


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.




5


AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data)
 
1.
INTERIM FINANCIAL STATEMENTS
Business and Basis of Presentation
AutoNation, Inc., through its subsidiaries, is the largest automotive retailer in the United States. As of September 30, 2017, we owned and operated 361 new vehicle franchises from 254 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores sell 33 different new vehicle brands. The core brands of new vehicles that we sell, representing approximately 93% of the new vehicles that we sold during the nine months ended September 30, 2017, are manufactured by Toyota (including Lexus), Honda, Ford, General Motors, FCA US, Mercedes-Benz, Nissan, BMW, and Volkswagen (including Audi and Porsche). We also own and operate 73 AutoNation branded collision centers.
We offer a diversified range of automotive products and services, including new vehicles, used vehicles, “parts and service,” which includes automotive repair and maintenance services as well as wholesale parts and collision businesses, and automotive “finance and insurance” products, which include vehicle service and other protection products, as well as the arranging of financing for vehicle purchases through third-party finance sources. For convenience, the terms “AutoNation,” “Company,” and “we” are used to refer collectively to AutoNation, Inc. and its subsidiaries, unless otherwise required by the context. Our dealership operations are conducted by our subsidiaries.
The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of AutoNation, Inc. and its subsidiaries; intercompany accounts and transactions have been eliminated. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The Unaudited Condensed Consolidated Financial Statements herein should be read in conjunction with our audited Consolidated Financial Statements and notes thereto included within our most recent Annual Report on Form 10-K. These Unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state, in all material respects, our financial position and results of operations for the periods presented.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. We periodically evaluate estimates and assumptions used in the preparation of the financial statements and make changes on a prospective basis when adjustments are necessary. The significant estimates made in the accompanying Unaudited Condensed Consolidated Financial Statements include certain assumptions related to goodwill, intangible assets, long-lived assets, assets held for sale, accruals for chargebacks against revenue recognized from the sale of finance and insurance products, accruals related to self-insurance programs, certain legal proceedings, estimated tax liabilities, and certain assumptions related to stock-based compensation.
Recent Accounting Pronouncements
Improvements to Employee Share-Based Payment Accounting
In March 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update that amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification within the statement of cash flows, and accounting for forfeitures. The amendments in this accounting standard update were effective for periods beginning after December 15, 2016.
The new standard requires excess tax benefits or deficiencies for share-based payments to be recognized as income tax benefit or expense, rather than within additional paid-in capital. Furthermore, cash flows related to excess tax benefits are required to be classified as operating activities in the statement of cash flows rather than financing activities. We adopted these


6

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

amendments effective January 1, 2017, on a prospective basis. For the nine months ended September 30, 2017, we recorded$2.5 million of tax deficiencies, which is reflected as a component of the income tax provision on the Unaudited Condensed Consolidated Statement of Income and as cash used in operating activities on the Unaudited Condensed Consolidated Statement of Cash Flows. We elected not to adjust the prior year cash flow presentation.
The new standard also eliminates the requirement to estimate forfeitures when recognizing stock compensation expense during the vesting period. As permitted by the standard, we have elected to account for forfeitures of stock-based awards as they occur. The new standard requires that this change be adopted on a modified retrospective basis, as such, we recorded a cumulative effect adjustment of $0.2 million (pre-tax) to reduce retained earnings and increase additional paid-in capital as of January 1, 2017.
The new standard also requires the presentation of cash paid to taxing authorities at settlement arising from the withholding of shares from employees be classified as a financing activity on the statement of cash flows, which is where we had previously classified these items. This change, therefore, did not impact our consolidated financial statements.
Simplifying the Goodwill Impairment Test
In January 2017, the FASB issued an accounting standard update that simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. Under the new standard, goodwill impairment should be recognized based on the amount by which the carrying amount of a reporting unit exceeds its fair value, but should not exceed the total amount of goodwill allocated to the reporting unit. The amendments in this accounting standard update are to be applied prospectively and are effective for interim or annual goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We adopted this standard in connection with our annual goodwill impairment test as of April 30, 2017. The provisions of this accounting standard update did not have an impact on our consolidated financial statements. See Note 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for more information on our annual goodwill impairment testing.
Revenue Recognition
In May 2014, the FASB issued an accounting standard update that amends the accounting guidance on revenue recognition. The amendments in this accounting standard update are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The principles in the standard should be applied using a five-step model that includes 1) identifying the contract(s) with a customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations in the contract, and 5) recognizing revenue when (or as) the performance obligations are satisfied. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In addition, the standard amends the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, sales of real estate) to be consistent with the standard’s guidance on recognition and measurement (including the constraint on revenue). The FASB also subsequently issued several amendments to the standard, including clarification on principal versus agent guidance, identifying performance obligations, and immaterial goods and services in a contract.
The amendments in this accounting standard update must be applied using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which requires additional footnote disclosures). We currently anticipate adopting the standard using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods and a cumulative effect adjustment recognized as of the date of adoption.
This accounting standard update is effective for reporting periods beginning after December 15, 2017. We will adopt this accounting standard update effective January 1, 2018. As part of our implementation process, we have gained an understanding of the new standard and performed an analysis to identify accounting policies that may need to change and additional disclosures that will be required. We have considered factors such as customer contracts with unique revenue recognition considerations, the nature and type of goods and services we offer, the degree to which contracts include multiple performance


7

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

obligations or variable consideration, and the pattern in which revenue is currently recognized, among other things. While we have not completed the implementation process, we have substantially evaluated all of our revenue streams and we expect similar performance obligations to result under the new standard as compared with deliverables and separate units of accounting currently identified. As a result, we expect the timing of our revenue recognition for most of our revenue streams to generally remain the same, however we have identified certain revenue streams that will be affected by the new standard.
First, the timing of revenue recognition associated with customer loyalty programs that we offer in certain of our stores will be deferred. We currently accrue the incremental cost of loyalty points awarded under current guidance. Under the new standard, a customer loyalty program that provides a customer with a material right is accounted for as a separate performance obligation with revenue recognized when the loyalty points are redeemed. Second, the timing of revenue recognition for automotive repair and maintenance services will be accelerated, as we have determined these performance obligations are satisfied over time under the new standard. Lastly, a portion of the transaction price related to sales of finance and insurance contracts will be considered variable consideration and subject to accelerated recognition under the new standard. The new standard requires an entity to estimate variable consideration and apply the constraint in determining the transaction price. We currently expect that all changes to our revenue recognition as a result of adopting the new standard will result in a net, after-tax cumulative effect adjustment to retained earnings in the range of $7 million to $10 million.
We do not expect a significant impact in the amount or timing of gain or loss recognition related to our periodic sales of real estate. We are also currently evaluating the changes in controls and processes that are necessary to implement the new standard, but do not expect material changes.
Accounting for Leases
In February 2016, the FASB issued an accounting standard update that amends the accounting guidance on leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The amendments in this accounting standard update are effective for us on January 1, 2019, with early adoption permitted. We will adopt this accounting standard update effective January 1, 2019. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.
We expect that this standard will have a material effect on our financial statements due to the recognition of new ROU assets and lease liabilities on our balance sheet for real estate and equipment operating leases. We expect that our leasing activity may increase between now and the adoption date. We expect to elect all of the standard’s available practical expedients on adoption. Consequently, on adoption, we expect to recognize additional operating liabilities ranging from $300 million to $400 million, with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. We have a significant number of real estate leases, including for land and buildings. The majority of our leases for land are classified as operating leases under current lease accounting guidance. For new leases entered into after adoption, the new lease standard may affect the pattern of expense recognition related to the land component of a new real estate lease, since those land leases may be classified as financing leases under the new standard.
Classification of Certain Cash Receipts and Cash Payments
In August 2016, the FASB issued an accounting standard update that provides classification guidance on eight specific cash flow issues, for which guidance previously did not exist or was unclear. The amendments in this accounting standard update are effective for periods beginning after December 15, 2017. Early adoption is permitted for any entity in any interim or annual period. We will adopt this accounting standard update effective January 1, 2018. The provisions of this accounting standard update will not have a material impact on our consolidated statements of cash flows.



8

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

2.
RECEIVABLES, NET
The components of receivables, net of allowance for doubtful accounts, are as follows:
 
September 30,
2017
 
December 31,
2016
Trade receivables
$
147.3

 
$
147.6

Manufacturer receivables
222.9

 
234.9

Other
74.5

 
48.7

 
444.7

 
431.2

Less: allowances for doubtful accounts
(5.1
)
 
(5.8
)
 
439.6

 
425.4

Contracts-in-transit and vehicle receivables
461.4

 
595.9

Income taxes receivable (see Note 6)

 
11.6

Receivables, net
$
901.0

 
$
1,032.9


Trade receivables represent amounts due for parts and services that have been delivered or sold, excluding amounts due from manufacturers, as well as receivables from finance organizations for commissions on the sale of finance and insurance products. Manufacturer receivables represent amounts due from manufacturers for holdbacks, rebates, incentives, floorplan assistance, and warranty claims. Contracts-in-transit and vehicle receivables primarily represent receivables from financial institutions for the portion of the vehicle sales price financed by our customers.
We evaluate our receivables for collectability based on the age of receivables and past collection experience.

3.
INVENTORY AND VEHICLE FLOORPLAN PAYABLE
The components of inventory are as follows:
 
September 30,
2017
 
December 31,
2016
New vehicles
$
2,651.7

 
$
2,761.5

Used vehicles
555.7

 
559.1

Parts, accessories, and other
201.2

 
199.5

Inventory
$
3,408.6

 
$
3,520.1


The components of vehicle floorplan payable are as follows:
 
September 30,
2017
 
December 31,
2016
Vehicle floorplan payable - trade
$
2,069.3

 
$
2,308.8

Vehicle floorplan payable - non-trade
1,561.2

 
1,540.4

Vehicle floorplan payable
$
3,630.5

 
$
3,849.2

Vehicle floorplan payable-trade reflects amounts borrowed to finance the purchase of specific new vehicle inventories with the corresponding manufacturers’ captive finance subsidiaries (“trade lenders”). Vehicle floorplan payable-non-trade represents amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventories with non-trade lenders, as well as amounts borrowed under our secured used vehicle floorplan facilities. Changes in vehicle floorplan payable-trade are reported as operating cash flows and changes in vehicle floorplan payable-non-trade are reported as financing cash flows in the accompanying Unaudited Condensed Consolidated Statements of Cash Flows.
Our inventory costs are generally reduced by manufacturer holdbacks, incentives, floorplan assistance, and non-reimbursement-based manufacturer advertising rebates, while the related vehicle floorplan payables are reflective of the gross cost of the vehicle. The vehicle floorplan payables, as shown in the above table, will generally also be higher than the inventory cost due to the timing of the sale of a vehicle and payment of the related liability.


9

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

Vehicle floorplan facilities are due on demand, but in the case of new vehicle inventories, are generally paid within several business days after the related vehicles are sold. Our manufacturer agreements generally allow the manufacturer to draft against new vehicle floorplan facilities so the lender funds the manufacturer directly for the purchase of new vehicle inventory. Vehicle floorplan facilities are primarily collateralized by vehicle inventories and related receivables.
Our new vehicle floorplan facilities utilize LIBOR-based interest rates, which averaged 2.7% for the nine months ended September 30, 2017, and 2.0% for the nine months ended September 30, 2016. At September 30, 2017, the aggregate capacity under our new vehicle floorplan facilities to finance our new vehicle inventory was approximately $4.7 billion, of which $3.2 billion had been borrowed.
Our used vehicle floorplan facilities utilize LIBOR-based interest rates, which averaged 2.7% for the nine months ended September 30, 2017, and 2.0% for the nine months ended September 30, 2016. At September 30, 2017, the aggregate capacity under our used vehicle floorplan facilities with various lenders to finance a portion of our used vehicle inventory was $510.0 million, of which $394.3 million had been borrowed. The remaining borrowing capacity of $115.7 million was limited to $0.5 million based on the eligible used vehicle inventory that could have been pledged as collateral.

4.
GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill and intangible assets, net, consist of the following:
 
September 30,
2017
 
December 31,
2016
Goodwill
$
1,529.8

 
$
1,511.3

 
 
 
 
Franchise rights - indefinite-lived
$
603.7

 
$
589.4

Other intangibles
20.9

 
16.3

 
624.6

 
605.7

Less: accumulated amortization
(8.3
)
 
(7.5
)
Other intangible assets, net
$
616.3

 
$
598.2

See Note 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for information about our annual impairment tests of goodwill and franchise rights.



10

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

5.
LONG-TERM DEBT AND COMMERCIAL PAPER
Long-term debt consists of the following:
 
September 30,
2017
 
December 31,
2016
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 (1)
82.0

 

Mortgage facility (2)
145.7

 
153.2

Capital leases and other debt
143.7

 
136.2

 
1,871.4

 
1,789.4

Less: unamortized debt discounts and debt issuance costs
(8.8
)
 
(10.8
)
Less: current maturities
(566.9
)
 
(167.5
)
Long-term debt, net of current maturities
$
1,295.7

 
$
1,611.1

(1) In October 2017, we amended our existing unsecured credit agreement and extended the stated termination date to October 19, 2022.
(2) 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.
Debt Refinancing Transaction
On October 19, 2017, we amended and restated our existing unsecured credit agreement to, among other things, (1) extend the stated termination date to October 19, 2022, (2) modify the maximum leverage ratio of 3.75x to allow for an increase in the maximum leverage ratio to 4.25x following the closing date of the amended credit agreement, subject to step-downs back to 3.75x over time, and (3) modify the guarantor requirement to allow the release of all of the guarantors under our credit agreement at such time and for so long as such guarantors cease to guarantee other certain material indebtedness.
Senior Unsecured Notes and Credit Agreement
At September 30, 2017, we had outstanding $400.0 million of 6.75% Senior Notes due 2018. Interest is payable on April 15 and October 15 of each year. These notes will mature on April 15, 2018, and were therefore reclassified to current maturities during the second quarter of 2017.
At September 30, 2017, we had outstanding $350.0 million of 5.5% Senior Notes due 2020. Interest is payable on February 1 and August 1 of each year. These notes will mature on February 1, 2020.
At September 30, 2017, we had outstanding $300.0 million of 3.35% Senior Notes due 2021. Interest is payable on January 15 and July 15 of each year. These notes will mature on January 15, 2021.
At September 30, 2017, we had outstanding $450.0 million of 4.5% Senior Notes due 2025. Interest is payable on April 1 and October 1 of each year. These notes will mature on October 1, 2025.
The interest rate payable on the 2021 Notes and 2025 Notes is subject to adjustment upon the occurrence of certain credit rating events as provided in the indentures for these senior unsecured notes.
Under our credit agreement, we have a $1.8 billion revolving credit facility that matures on October 19, 2022. The credit agreement also contains an accordion feature that allows us, subject to credit availability and certain other conditions, to increase the amount of the revolving credit facility, together with any added term loans, by up to $500.0 million in the aggregate. As of September 30, 2017, we had borrowings outstanding of $82.0 million under our revolving credit facility. We have a $200.0 million letter of credit sublimit as part of our revolving credit facility. The amount available to be borrowed under the revolving credit facility is reduced on a dollar-for-dollar basis by the cumulative amount of any outstanding letters of


11

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

credit, which was $49.0 million at September 30, 2017, leaving a borrowing capacity under the revolving credit facility of $1.7 billion at September 30, 2017. As of September 30, 2017, this borrowing capacity was limited under the applicable maximum consolidated leverage ratio contained in our credit agreement to $679.0 million.
Our revolving credit facility under the amended credit agreement provides for a commitment fee on undrawn amounts ranging from 0.150% to 0.25% and interest on borrowings at LIBOR or the base rate, in each case plus an applicable margin. The applicable margin ranges from 1.25% to 1.625% for LIBOR borrowings and 0.25% to 0.625% for base rate borrowings. The interest rate charged for our revolving credit facility is affected by our leverage ratio. For instance, an increase in our leverage ratio from greater than or equal to 2.0x but less than 3.25x to greater than or equal to 3.25x would result in a 12.5 basis point increase in the applicable margin.
Our senior unsecured notes and borrowings under our credit agreement are guaranteed by substantially all of our subsidiaries. Within the meaning of Regulation S-X, Rule 3-10, AutoNation, Inc. (the parent company) has no independent assets or operations, the guarantees of its subsidiaries are full and unconditional and joint and several, and any subsidiaries other than the guarantor subsidiaries are minor.
Other Long-Term Debt
At September 30, 2017, we had $145.7 million outstanding under a mortgage facility with an automotive manufacturer’s captive finance subsidiary that matures on November 30, 2017. The mortgage facility utilizes a fixed interest rate of 5.864% and is secured by 10-year mortgages on certain of our store properties. 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. We are subject to make-whole payments if the mortgage facility is prepaid prior to its maturity date.
At September 30, 2017, we had capital lease and other debt obligations of $143.7 million, which are due at various dates through 2037.
Commercial Paper
We have a commercial paper program pursuant to which we may issue short-term, unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $1.0 billion. The interest rate for the commercial paper notes varies based on duration and market conditions. The maturities of the commercial paper notes may vary, but may not exceed 397 days from the date of issuance. The commercial paper notes are guaranteed by substantially all of our subsidiaries. Proceeds from the issuance of commercial paper notes are used to repay borrowings under the revolving credit facility, to finance acquisitions and for working capital, capital expenditures, share repurchases, and/or other general corporate purposes. We plan to use the revolving credit facility under our credit agreement as a liquidity backstop for borrowings under the commercial paper program. A downgrade in our credit ratings could negatively impact our ability to issue, or the interest rates for, commercial paper notes.
At September 30, 2017, we had $995.0 million of commercial paper notes outstanding with a weighted-average annual interest rate of 1.80% and a weighted-average remaining term of 14 days. At December 31, 2016, we had $942.0 million of commercial paper notes outstanding with a weighted-average annual interest rate of 1.26% and a weighted-average remaining term of 24 days.

6.
INCOME TAXES
Income taxes payable included in Other Current Liabilities totaled $32.8 million at September 30, 2017. Income taxes receivable included in Receivables, net totaled $11.6 million at December 31, 2016.
We file income tax returns in the U.S. federal jurisdiction and various states. As a matter of course, various taxing authorities, including the IRS, regularly audit us. Currently, no tax years are under examination by the IRS, and tax years from 2009 to 2016 are under examination by certain U.S. state jurisdictions. These audits may result in proposed assessments where the ultimate resolution may result in our owing additional taxes.
It is our policy to account for interest and penalties associated with income tax obligations as a component of Income Tax Provision in the accompanying Unaudited Condensed Consolidated Financial Statements.



12

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

7.
SHAREHOLDERS’ EQUITY
A summary of shares repurchased under our stock repurchase program authorized by our Board of Directors follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Shares repurchased
9.2

 
1.0

 
10.1

 
9.9

Aggregate purchase price
$
400.0

 
$
50.0

 
$
434.9

 
$
470.6

Average purchase price per share
$
43.28

 
$
48.62

 
$
42.99

 
$
47.48


In August 2017, our Board of Directors authorized the repurchase of an additional $250 million of shares of our common stock. As of September 30, 2017, $113.7 million remained available for share repurchases under the program.
A summary of shares of common stock issued in connection with the exercise of stock options follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Shares issued
0.1

 
0.1

 
0.7

 
0.3

Proceeds from the exercise of stock options
$
1.9

 
$
4.6

 
$
24.7

 
$
7.8

Average exercise price per share
$
35.27

 
$
35.55

 
$
33.77

 
$
30.93


The following table presents a summary of shares of common stock issued in connection with grants of restricted stock and settlement of restricted stock units (“RSUs”), as well as shares surrendered to AutoNation to satisfy tax withholding obligations in connection with the vesting of restricted stock (in actual number of shares):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Shares issued

 

 
20,000

 
152,683

Shares surrendered to AutoNation to satisfy tax withholding obligations
141

 
4,788

 
26,061

 
37,673


8.
STOCK-BASED COMPENSATION
In January 2017, our Board, upon the recommendation of its Compensation Committee, discontinued the AutoNation, Inc. 2008 Employee Equity and Incentive Plan and approved the AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the “2017 Plan”), in each case subject to stockholder approval of the 2017 Plan at our 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). The 2017 Plan provides for the grant of time-based and performance-based RSUs and restricted stock, stock options, stock appreciation rights, and other stock-based and cash-based awards to employees. A maximum of 5.5 million shares may be issued under the 2017 Plan.
In January 2017, our Board’s Compensation Committee approved the 2017 annual equity awards for eligible employees under the 2017 Plan, which awards were issued on March 1, 2017, subject to stockholder approval of the 2017 Plan. Our stockholders approved the 2017 Plan at the 2017 Annual Meeting held on April 19, 2017, and on that date, the 2017 annual equity awards were considered granted for accounting purposes. The 2017 annual equity awards include time-based and performance-based RSUs. Time-based RSUs vest in equal installments over four years. The performance-based RSUs are subject to a one-year earnings performance measure. Certain performance-based RSUs vest in equal installments over four years, and others cliff vest after three years subject to the achievement of certain additional performance goals measured over a three-year period. The additional performance goals are based on an additional measure of earnings, a measure of return on invested capital, and a measure of our performance relative to certain customer satisfaction indices.
We granted 0.6 million RSUs during the nine months ended September 30, 2017, which were primarily related to the 2017 annual equity awards discussed above. The fair value of each RSU award grant is based on the closing price of our


13

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

common stock on the date of grant. Compensation cost for time-based RSUs is recognized on a straight-line basis over the shorter of the stated vesting period or the period until employees become retirement-eligible, and for performance-based awards, is recognized over the requisite service period based on the current expectation that performance goals will be achieved at the stated target level. The amount of compensation cost recognized on performance-based RSUs depends on the relative satisfaction of the performance condition based on performance to date.

9.
EARNINGS PER SHARE
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share (“EPS”) under the two-class method. Our restricted stock awards are considered participating securities because they contain non-forfeitable rights to dividends. As the number of shares granted under such awards that have not yet vested is immaterial, all earnings per share amounts reflect such shares as if they were fully vested shares and the disclosures associated with the two-class method are not presented.
Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period, including outstanding unvested restricted stock awards and vested RSU awards. Diluted EPS is computed by dividing net income by the weighted average number of shares outstanding, noted above, adjusted for the dilutive effect of stock options and unvested RSU awards.
The following table presents the calculation of basic and diluted EPS:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Net income from continuing operations
$
97.6

 
$
107.8

 
$
283.5

 
$
316.1

Loss from discontinued operations, net of income taxes
(0.1
)
 
(0.5
)
 
(0.2
)
 
(0.9
)
Net income
$
97.5

 
$
107.3

 
$
283.3

 
$
315.2

 
 
 
 
 
 
 
 
Weighted average common shares outstanding used in calculating basic EPS
97.3

 
101.9

 
99.9

 
103.8

Effect of dilutive stock options and unvested RSUs
0.4

 
0.7

 
0.4

 
0.7

Weighted average common shares outstanding used in calculating diluted EPS
97.7

 
102.6

 
100.3

 
104.5

 
 
 
 
 
 
 
 
Basic EPS amounts(1):
 
 
 
 
 
 
 
Continuing operations
$
1.00

 
$
1.06

 
$
2.84

 
$
3.05

Discontinued operations
$

 
$

 
$

 
$
(0.01
)
Net income
$
1.00

 
$
1.05

 
$
2.84

 
$
3.04

 
 
 
 
 
 
 
 
Diluted EPS amounts(1):
 
 
 
 
 
 
 
Continuing operations
$
1.00

 
$
1.05

 
$
2.83

 
$
3.02

Discontinued operations
$

 
$

 
$

 
$
(0.01
)
Net income
$
1.00

 
$
1.05

 
$
2.82

 
$
3.02

(1) Earnings per share amounts are calculated discretely and therefore may not add up to the total due to rounding.

A summary of anti-dilutive equity instruments excluded from the computation of diluted earnings per share is as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Anti-dilutive equity instruments excluded from the computation of diluted earnings per share
3.2

 
3.0

 
3.3

 
2.9



14

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)


10.
DIVESTITURES
During the third quarter of 2017, we divested one Domestic store and one Import store and recorded a gain of $9.3 million. During the second quarter of 2017, we divested one Import store and recorded a gain of $14.8 million. During the first quarter of 2017, we divested one Import store and recorded a gain of $4.3 million.
During the third quarter of 2016, we divested one Domestic store and one Import store and recorded a net gain of $11.8 million. During the second quarter of 2016, we divested one Domestic store and six Import stores and recorded a net gain of $11.5 million. During the first quarter of 2016, we divested two Import stores and recorded a gain of $6.2 million.
The gains on these divestitures are included in Other Income, Net (within Operating Income) in our Unaudited Condensed Consolidated Statements of Income. The financial condition and results of operations of these businesses were not material to our consolidated financial statements.

11.
ACQUISITIONS
During the nine months ended September 30, 2017, we purchased four collision centers located in Texas, Florida, Washington, and California. We also purchased one store located in Florida. Acquisitions are included in the Unaudited Condensed Consolidated Financial Statements from the date of acquisition. The purchase price allocations for these business combinations are preliminary and subject to final adjustment. We purchased 18 stores during the nine months ended September 30, 2016.
The acquisitions that occurred during the nine months ended September 30, 2017 were not material to our financial condition or results of operations. Additionally, on a pro forma basis as if the results of these acquisitions had been included in our consolidated results for the entire nine month periods ended September 30, 2017 and 2016, revenue and net income would not have been materially different from our reported revenue and net income for these periods.

12.
COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are involved, and will continue to be involved, in numerous legal proceedings arising out of the conduct of our business, including litigation with customers, wage and hour and other employment-related lawsuits, and actions brought by governmental authorities. Some of these lawsuits purport or may be determined to be class or collective actions and seek substantial damages or injunctive relief, or both, and some may remain unresolved for several years. We establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Our accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. We disclose the amount accrued if material or if such disclosure is necessary for our financial statements to not be misleading. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, we disclose the estimate of the possible loss or range of loss if it is material or a statement that such an estimate cannot be made. Our evaluation of whether a loss is reasonably possible or probable is based on our assessment and consultation with legal counsel regarding the ultimate outcome of the matter.
As of September 30, 2017 and 2016, we have accrued for the potential impact of loss contingencies that are probable and reasonably estimable, and there was no indication of a reasonable possibility that a material loss, or additional material loss, may have been incurred. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our results of operations, financial condition, or cash flows.
Other Matters
AutoNation, acting through its subsidiaries, is the lessee under many real estate leases that provide for the use by our subsidiaries of their respective store premises. Pursuant to these leases, our subsidiaries generally agree to indemnify the lessor and other related parties from certain liabilities arising as a result of the use of the leased premises, including environmental liabilities, or a breach of the lease by the lessee. Additionally, from time to time, we enter into agreements with third parties in


15

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

connection with the sale of assets or businesses in which we agree to indemnify the purchaser or related parties from certain liabilities or costs arising in connection with the assets or business. Also, in the ordinary course of business in connection with purchases or sales of goods and services, we enter into agreements that may contain indemnification provisions. In the event that an indemnification claim is asserted, our liability would be limited by the terms of the applicable agreement.
From time to time, primarily in connection with dispositions of automotive stores, our subsidiaries assign or sublet to the store purchaser the subsidiaries’ interests in any real property leases associated with such stores. In general, our subsidiaries retain responsibility for the performance of certain obligations under such leases to the extent that the assignee or sublessee does not perform, whether such performance is required prior to or following the assignment or subletting of the lease. Additionally, AutoNation and its subsidiaries generally remain subject to the terms of any guarantees made by us and our subsidiaries in connection with such leases. Although we generally have indemnification rights against the assignee or sublessee in the event of non-performance under these leases, as well as certain defenses, we estimate that lessee rental payment obligations during the remaining terms of these leases with expirations ranging from 2017 to 2034 are approximately $22 million at September 30, 2017. We do not have any material known commitments that we or our subsidiaries will be called on to perform under any such assigned leases or subleases at September 30, 2017. There can be no assurance that any performance by AutoNation or its subsidiaries required under these leases would not have a material adverse effect on our business, financial condition, and cash flows.
At September 30, 2017, surety bonds, letters of credit, and cash deposits totaled $107.2 million, of which $49.0 million were letters of credit. In the ordinary course of business, we are required to post performance and surety bonds, letters of credit, and/or cash deposits as financial guarantees of our performance. We do not currently provide cash collateral for outstanding letters of credit.
In the ordinary course of business, we are subject to numerous laws and regulations, including automotive, environmental, health and safety, and other laws and regulations. We do not anticipate that the costs of such compliance will have a material adverse effect on our business, results of operations, cash flows, or financial condition, although such outcome is possible given the nature of our operations and the extensive legal and regulatory framework applicable to our business. We do not have any material known environmental commitments or contingencies.

13.
SEGMENT INFORMATION
At September 30, 2017 and 2016, we had three reportable segments: (1) Domestic, (2) Import, and (3) Premium Luxury. Our Domestic segment is comprised of retail automotive franchises that sell new vehicles manufactured by Ford, General Motors, and FCA US. Our Import segment is comprised of retail automotive franchises that sell new vehicles manufactured primarily by Toyota, Honda, and Nissan. Our Premium Luxury segment is comprised of retail automotive franchises that sell new vehicles manufactured primarily by Mercedes-Benz, BMW, Lexus, and Audi. The franchises in each segment also sell used vehicles, parts and automotive repair and maintenance services, and automotive finance and insurance products.
“Corporate and other” is comprised of our other businesses, including collision centers, auction operations, and AutoNation USA stand-alone used vehicle sales and service centers, all of which generate revenues but do not meet the quantitative thresholds for determining reportable segments, as well as unallocated corporate overhead expenses and retrospective commissions for certain finance and insurance transactions that we arrange under agreements with third parties.
The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by our chief operating decision maker to allocate resources and assess performance. Our chief operating decision maker is our Chief Executive Officer.


16

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

In the following tables of financial data, revenue and segment income of our reportable segments are reconciled to consolidated revenue and consolidated income from continuing operations before income taxes, respectively.
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
Domestic
$
1,912.4

 
$
2,044.9

 
$
5,557.7

 
$
5,888.2

Import
1,789.7

 
1,779.0

 
5,123.5

 
5,202.1

Premium Luxury
1,634.3

 
1,680.6

 
4,894.9

 
4,865.6

Total
5,336.4

 
5,504.5

 
15,576.1

 
15,955.9

Corporate and other
96.0

 
63.0

 
275.0

 
172.6

Total consolidated revenue
$
5,432.4

 
$
5,567.5

 
$
15,851.1

 
$
16,128.5


 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Segment income(1):
 
 
 
 
 
 
 
Domestic
$
69.0

 
$
83.9

 
$
190.5

 
$
246.9

Import
81.0

 
79.3

 
227.9

 
230.0

Premium Luxury
78.8

 
80.9

 
243.3

 
256.8

Total
228.8

 
244.1

 
661.7

 
733.7

Corporate and other
(42.7
)
 
(43.3
)
 
(118.3
)
 
(137.2
)
Other interest expense
(30.0
)
 
(28.9
)
 
(88.0
)
 
(85.9
)
Interest income
0.2

 
0.3

 
0.8

 
0.8

Other income, net
1.6

 
2.6

 
6.4

 
3.4

Income from continuing operations before income taxes
$
157.9

 
$
174.8

 
$
462.6

 
$
514.8

(1) Segment income represents income for each of our reportable segments and is defined as operating income less floorplan interest expense.
 
14.
BUSINESS AND CREDIT CONCENTRATIONS
We own and operate franchised automotive stores in the United States pursuant to franchise agreements with vehicle manufacturers. We are subject to a concentration of risk in the event of financial distress of or other adverse event related to a major vehicle manufacturer or related lender or supplier. The core brands of vehicles that we sell, representing approximately 93% of the new vehicles sold during the nine months ended September 30, 2017, are manufactured by Toyota (including Lexus), Honda, Ford, General Motors, FCA US, Mercedes-Benz, Nissan, BMW, and Volkswagen (including Audi and Porsche). Our business could be materially adversely impacted by a bankruptcy of or other adverse event related to a major vehicle manufacturer or related lender or supplier.
We had receivables from manufacturers or distributors of $222.9 million at September 30, 2017, and $234.9 million at December 31, 2016. Additionally, a large portion of our Contracts-in-Transit included in Receivables, Net, in the accompanying Unaudited Condensed Consolidated Balance Sheets, are due from automotive manufacturers’ captive finance subsidiaries, which provide financing directly to our new and used vehicle customers. Concentrations of credit risk with respect to non-manufacturer trade receivables are limited due to the wide variety of customers and markets in which our products are sold as well as their dispersion across many different geographic areas in the United States. Consequently, at September 30, 2017, we do not consider AutoNation to have any significant non-manufacturer concentrations of credit risk.
During the nine months ended September 30, 2017, approximately 62% of our total retail new vehicle unit sales was generated by our stores in Florida, Texas, and California. During the third quarter of 2017, certain stores in our Texas and Florida markets were impacted by Hurricanes Harvey and Irma, respectively. We incurred approximately $3 million of


17

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

unrecovered hurricane-related losses associated with flooded vehicles and minor property damage sustained at multiple locations.

15.
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision.
Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:
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
The following methods and assumptions were used by us in estimating fair value disclosures for financial instruments:
Cash and cash equivalents, receivables, other current assets, vehicle floorplan payable, accounts payable, other current liabilities, commercial paper, and variable rate debt: The amounts reported in the accompanying Unaudited Condensed 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 primarily consists 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:
 
September 30,
2017
 
December 31,
2016
Carrying value
$
1,780.6

 
$
1,778.6

Fair value
$
1,857.4

 
$
1,862.2


Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination. The fair values less costs to sell of long-lived assets held for sale are assessed each reporting period they remain classified as held for sale. Subsequent changes in the held for sale long-lived asset’s fair value less cost to sell (increase or decrease) is reported as an adjustment to its carrying amount, except that the adjusted carrying amount cannot exceed the carrying amount of the long-lived asset at the time it was initially classified as held for sale.
Goodwill and Other Intangible Assets
Goodwill for our reporting units is tested for impairment annually as of April 30 or more frequently when events or changes in circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. We elected to perform a quantitative goodwill impairment test as of April 30, 2017. As discussed in Note 1 above, the FASB issued an accounting standard that requires goodwill impairment to be measured based on the amount by which the carrying amount of a reporting unit exceeds its fair value. The adoption of this standard had no impact to our consolidated financial statements as the fair values of each of our reporting units were substantially in excess of their carrying values as of April 30, 2017.


18

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

The quantitative goodwill impairment test requires a determination of whether the fair value of a reporting unit is less than its carrying value. We estimate the fair value of our reporting units using an “income” valuation approach, which discounts projected free cash flows of the reporting unit at a computed weighted average cost of capital as the discount rate. The income valuation approach requires the use of significant estimates and assumptions, which include revenue growth rates and future operating margins used to calculate projected future cash flows, weighted average costs of capital, and future economic and market conditions. In connection with this process, we also reconcile the estimated aggregate fair values of our reporting units to our market capitalization, including consideration of a control premium that represents the estimated amount an investor would pay for our equity securities to obtain a controlling interest. We believe that this reconciliation process is consistent with a market participant perspective. We base our cash flow forecasts on our knowledge of the automotive industry, our recent performance, our expectations of our future performance, and other assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. We also make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units.
For our April 30, 2016 annual goodwill impairment assessment, we chose to make a qualitative evaluation about the likelihood of goodwill impairment and determined that it was not more likely than not that the fair values of our reporting units were less than their carrying amounts.
Our principal identifiable intangible assets are individual store rights under franchise agreements with vehicle manufacturers, which have indefinite lives and are tested for impairment annually as of April 30 or more frequently when events or changes in circumstances indicate that impairment may have occurred. We elected to perform quantitative franchise rights impairment tests as of April 30, 2017, and no impairment charges resulted from the impairment tests.
The quantitative impairment test for franchise rights requires the comparison of the franchise rights’ estimated fair value to carrying value by store. Fair values of rights under franchise agreements are estimated using Level 3 inputs by discounting expected future cash flows of the store. The forecasted cash flows contain inherent uncertainties, including significant estimates and assumptions related to growth rates, margins, working capital requirements, capital expenditures, and cost of capital, for which we utilize certain market participant-based assumptions, using third-party industry projections, economic projections, and other marketplace data we believe to be reasonable. The development of the assumptions used in our annual impairment tests are coordinated by our financial planning and analysis group, and the assumptions are reviewed by management.
For our April 30, 2016 annual franchise rights impairment assessment, we chose to make a qualitative evaluation about the likelihood of franchise rights impairment to determine whether it was necessary to perform a quantitative test. Based on our qualitative assessment of potential franchise rights impairment, we determined that we should perform a quantitative test for certain franchise rights, and no impairment charges resulted from these quantitative tests.
Long-Lived Assets
The fair value measurement valuation process for our long-lived assets is established by our corporate real estate services group. Fair value measurements, which are based on Level 3 inputs, and changes in fair value measurements are reviewed and assessed each quarter for properties classified as held for sale, or when an indicator of impairment exists for properties classified as held and used, by the corporate real estate services group. Our corporate real estate services group utilizes its knowledge of the automotive industry and historical experience in real estate markets and transactions in establishing the valuation process, which is generally based on a combination of the market and replacement cost approaches.
In a market approach, the corporate real estate services group uses transaction prices for comparable properties that have recently been sold. These transaction prices are adjusted for factors related to a specific property. The corporate real estate services group also evaluates changes in local real estate markets, and/or recent market interest or negotiations related to a specific property. In a replacement cost approach, the cost to replace a specific long-lived asset is considered, which is adjusted for depreciation from physical deterioration, as well as functional and economic obsolescence, if present and measurable.
To validate the fair values determined under the valuation process noted above, our corporate real estate services group also obtains independent third-party appraisals for our properties and/or third-party brokers’ opinions of value, which are generally developed using the same valuation approaches described above, and evaluates any recent negotiations or discussions with third-party real estate brokers related to a specific long-lived asset or market. 


19

AUTONATION, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)

As of September 30, 2017, we had long-lived assets held for sale of $23.8 million in continuing operations and $13.8 million in discontinued operations. As of December 31, 2016, we had long-lived assets held for sale of $41.4 million in continuing operations and $15.7 million in discontinued operations. Long-lived assets held for sale are included in Other Current Assets in our Unaudited Condensed Consolidated Balance Sheets. The following table presents long-lived assets measured and recorded at fair value on a nonrecurring basis during the nine months ended September 30, 2017 and 2016:
 
 
2017
 
2016
Description
 
Fair Value
Measurements Using
Significant
Unobservable Inputs
(Level 3)
 
Gain/(Loss)
 
Fair Value
Measurements Using
Significant
Unobservable Inputs
(Level 3)
 
Gain/(Loss)
Long-lived assets held and used
 
$

 
$
(0.2
)
 
$
5.9

 
$
(1.9
)
Long-lived assets held for sale:
 
 
 
 
 
 
 
 
Continuing operations
 
$
2.9

 
$
0.2

 
$
19.4

 
$
(12.1
)
Discontinued operations
 

 

 
12.7

 
(0.7
)
Total long-lived assets held for sale
 
$
2.9

 
$
0.2

 
$
32.1

 
$
(12.8
)
Long-Lived Assets Held and Used in Continuing Operations
The non-cash impairment charges recorded during the nine months ended September 30, 2017 and 2016, are included in Other Income, Net (within Operating Income) in our Unaudited Condensed Consolidated Statements of Income and are reported in the “Corporate and other” category of our segment information.
Long-Lived Assets Held for Sale in Continuing Operations
The net adjustments recorded to long-lived assets held for sale during the nine months ended September 30, 2017, and non-cash impairment charges recorded during the nine months ended September 30, 2016, are included in Other Income, Net (within Operating Income) in our Unaudited Condensed Consolidated Statements of Income and are reported in the “Corporate and other” category of our segment information.
Long-Lived Assets Held for Sale in Discontinued Operations
The non-cash impairment charges recorded during the nine months ended September 30, 2016, are included in Loss from Discontinued Operations in our Unaudited Condensed Consolidated Statements of Income.

16.
CASH FLOW INFORMATION
We had non-cash investing and financing activities of $3.3 million related to capital leases and deferred purchase price commitments associated with our 2017 acquisitions for the nine months ended September 30, 2017. We also had non-cash investing and financing activities related to increases in property acquired under capital leases of $7.7 million during the nine months ended September 30, 2017. We had non-cash investing and financing activities of $36.3 million related to increases in property acquired under capital leases during the nine months ended September 30, 2016. In addition, we had accrued purchases of property and equipment of $22.7 million at September 30, 2017 and $14.5 million at September 30, 2016.
We made interest payments, net of amounts capitalized and including interest on vehicle inventory financing, of $148.6 million during the nine months ended September 30, 2017, and $133.0 million during the nine months ended September 30, 2016. We made income tax payments, net of income tax refunds, of $126.3 million during the nine months ended September 30, 2017, and $193.3 million during the nine months ended September 30, 2016.


20


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our audited Consolidated Financial Statements and notes thereto and related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K.
Overview
AutoNation, Inc., through its subsidiaries, is the largest automotive retailer in the United States. As of September 30, 2017, we owned and operated 361 new vehicle franchises from 254 stores located in the United States, predominantly in major metropolitan markets in the Sunbelt region. Our stores, which we believe include some of the most recognizable and well known in our key markets, sell 33 different new vehicle brands. The core brands of new vehicles that we sell, representing approximately 93% of the new vehicles that we sold during the nine months ended September 30, 2017, are manufactured by Toyota (including Lexus), Honda, Ford, General Motors, FCA US, Mercedes-Benz, Nissan, BMW, and Volkswagen (including Audi and Porsche). We also own and operate 73 AutoNation branded collision centers.
We offer a diversified range of automotive products and services, including new vehicles, used vehicles, “parts and service,” which includes automotive repair and maintenance services as well as wholesale parts and collision businesses, and automotive “finance and insurance” products, which include vehicle service and other protection products, as well as the arranging of financing for vehicle purchases through third-party finance sources. We believe that the significant scale of our operations and the quality of our managerial talent allow us to achieve efficiencies in our key markets by, among other things, leveraging the AutoNation retail brand and advertising, implementing standardized processes, and increasing productivity across all of our stores.
At September 30, 2017, we had three reportable segments: (1) Domestic, (2) Import, and (3) Premium Luxury. Our Domestic segment is comprised of retail automotive franchises that sell new vehicles manufactured by Ford, General Motors, and FCA US. Our Import segment is comprised of retail automotive franchises that sell new vehicles manufactured primarily by Toyota, Honda, and Nissan. Our Premium Luxury segment is comprised of retail automotive franchises that sell new vehicles manufactured primarily by Mercedes-Benz, BMW, Lexus, and Audi. The franchises in each segment also sell used vehicles, parts and automotive repair and maintenance services, and automotive finance and insurance products.
For the nine months ended September 30, 2017, new vehicle sales accounted for approximately 56% of our total revenue and approximately 17% of our total gross profit. Used vehicle sales accounted for approximately 23% of our total revenue and approximately 10% of our total gross profit. Our parts and service and finance and insurance operations, while comprising approximately 21% of our total revenue for the nine months ended September 30, 2017, contributed approximately 73% of our total gross profit for the same period.

Market Conditions
In the third quarter of 2017, despite increases in manufacturer incentives and retail inventory levels, U.S. industry retail new vehicle unit sales were relatively flat as compared to the third quarter of 2016. Market conditions were particularly challenging in Florida, where industry retail new vehicle unit sales decreased 7%, due in part to the impact from Hurricane Irma. Florida currently represents approximately 22% of our total retail vehicle unit sales. Based on industry data, vehicle leasing and manufacturer incentives remain at historically-high levels. To the extent that vehicle manufacturers reduce their support for these programs, U.S. industry and our new vehicle unit retail sales could be adversely impacted. In addition, an increase in off-lease supply of late-model used vehicles could benefit retail used vehicle unit volume but adversely impact retail new vehicle unit volume.
The number of recent-model-year vehicles in operation is growing due to the increases in the annual rate of new vehicle sales in the United States since 2009. The growth in that portion of our service base, together with our customer retention efforts, has benefited the customer-pay service and warranty components of our parts and service business. While the number of older vehicles in operation has declined, we believe that overall our parts and service business will benefit from the mix shift in our service base toward newer vehicles during 2017.
Results of Operations
During the three months ended September 30, 2017, we had net income from continuing operations of $97.6 million, or $1.00 per share on a diluted basis, as compared to net income from continuing operations of $107.8 million, or $1.05 per share on a diluted basis, during the same period in 2016. During the nine months ended September 30, 2017, we had net income from


21


continuing operations of $283.5 million, or $2.83 per share on a diluted basis, as compared to net income from continuing operations of $316.1 million, or $3.02 per share on a diluted basis, during the same period in 2016.
During the third quarter of 2017, our Texas and Florida markets were impacted by Hurricanes Harvey and Irma, respectively. The hurricanes resulted in temporary store closures, with business disruption lasting up to a week in certain parts of Texas and Florida. The majority of damage from Hurricane Harvey was flood-related, and as a result, our sales in September in certain of our Texas markets were favorably impacted following the storm by customers needing to replace their damaged vehicles. Our unrecovered property losses as a result of Hurricane Harvey were not material. We estimate that the impact of store closures and unrecovered property losses as a result of Hurricane Irma negatively impacted our third quarter of 2017 net income from continuing operations by approximately $8 million after-tax, or $0.08 per share. 
Our retail new vehicle unit sales decreased 2% in the third quarter of 2017, as compared to the third quarter of 2016, largely due to declines in our Florida markets, due in part to the store closures as a result of Hurricane Irma, and competitive market conditions in a plateauing new vehicle sales environment. Our new vehicle unit volume and new vehicle gross profit on a per vehicle retailed (“PVR”) basis were also adversely impacted by certain manufacturers’ disruptive marketing and sales incentive programs, particularly in our Domestic segment. Our used vehicle unit volume benefited from a growing supply of off-lease vehicles and lower used vehicle pricing.
Net income from continuing operations benefited from after-tax gains of $8.7 million and $7.3 million related to store/property divestitures during the three months ended September 30, 2017 and 2016, respectively.
Strategic Initiatives
We continue to implement our comprehensive, customer-focused brand extension strategy, which includes AutoNation branded parts and accessories, the expansion of AutoNation branded collision centers and AutoNation branded automotive auctions, and AutoNation USA stand-alone used vehicle sales and service centers. During the nine months ended September 30, 2017, we opened two AutoNation branded automotive auctions and two AutoNation USA stores, and we acquired four collision centers. In connection with our brand extension strategy, we also launched our One Price used vehicle centralized pricing and appraisal strategy, with implementation completed in all of our stores as of the end of the first quarter of 2017. We expect that these initiatives will expand and strengthen the AutoNation retail brand, improve the customer experience, provide new growth opportunities, and enable us to expand our footprint in our core and other markets.
In the fourth quarter of 2017, we announced that we have partnered with Waymo, the self-driving technology company of Alphabet Inc., in a multi-year agreement to support Waymo’s autonomous vehicle program. Our franchised stores, AutoNation USA stores, and other AutoNation locations will provide vehicle maintenance and repairs for Waymo’s self-driving hybrid vehicle fleet, beginning with Chrysler Pacificas in the Phoenix area, with the potential to expand to other markets and brands. We do not expect this agreement to have a material effect on our financial results during the early stages of this strategic partnership.
Inventory Management
Our new and used vehicle inventories are stated at the lower of cost or market on our consolidated balance sheets. We monitor our vehicle inventory levels based on current economic conditions and seasonal sales trends.
We have typically not experienced losses on the sale of new vehicle inventory, in part due to incentives provided by manufacturers to promote sales of new vehicles and our inventory management practices. We closely monitor our new vehicle inventory values as compared to market values, and as a result, our new vehicle inventory balance was net of cumulative write-downs of $0.4 million at September 30, 2017.
We recondition the majority of used vehicles acquired for retail sale in our parts and service departments and capitalize the related costs to the used vehicle inventory. Typically, used vehicles that are not sold on a retail basis are sold at wholesale auctions. Our used vehicle inventory balance was net of cumulative write-downs of $3.8 million at September 30, 2017, and $5.9 million at December 31, 2016.
Parts, accessories, and other inventory are carried at the lower of acquisition cost or market. We estimate the amount of potential obsolete inventory based upon past experience, manufacturer return policies, and industry trends. Our parts, accessories, and other inventory balance was net of cumulative write-downs of $4.8 million at September 30, 2017, and $3.9 million at December 31, 2016.



22


Critical Accounting Policies and Estimates
We prepare our Unaudited Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates on an ongoing basis, and we base our estimates on historical experience and various other assumptions we believe to be reasonable. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our Unaudited Condensed Consolidated Financial Statements. For additional discussion of our critical accounting policies and estimates, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K.
Goodwill
Goodwill for our reporting units is tested for impairment annually as of April 30 or more frequently when events or changes in circumstances indicate that impairment may have occurred. We elected to perform a quantitative goodwill impairment test as of April 30, 2017, and no impairment charges resulted from the impairment test.
The quantitative goodwill impairment test is dependent on many variables used to determine the fair value of our reporting units. See Note 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on how the fair values and carrying values of our reporting units are derived for the quantitative impairment test.
As of September 30, 2017, we have $241.3 million of goodwill related to the Domestic reporting unit, $546.7 million related to the Import reporting unit, $712.1 million related to the Premium Luxury reporting unit, and $29.7 million related to “Corporate and other.” The fair values of each of the reporting units were substantially in excess of their carrying values as of April 30, 2017, the date of our quantitative goodwill impairment test.
Other Intangible Assets
Our principal identifiable intangible assets are individual store rights under franchise agreements with vehicle manufacturers, which have indefinite lives and are tested for impairment annually as of April 30 or more frequently when events or changes in circumstances indicate that impairment may have occurred.
Our franchise rights, which related to 73 stores and totaled $589.4 million at April 30, 2017, are evaluated for impairment on a franchise-by-franchise basis annually. We elected to perform quantitative franchise rights impairment tests as of April 30, 2017, and no impairment charges resulted from the impairment tests. If, hypothetically, the fair value of each of the franchise rights quantitatively tested had been determined to be 10% lower as of the valuation date, no impairment charges would have resulted. The quantitative franchise rights impairment test is dependent on many variables used to determine the fair value of each store’s franchise rights. See Note 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for a description of the valuation method and related estimates and assumptions used in our quantitative impairment testing. The effect of a hypothetical 10% decrease in fair value estimates is not intended to provide a sensitivity analysis of every potential outcome.
Long-Lived Assets
We estimate the depreciable lives of our property and equipment, including leasehold improvements, and review them for impairment when events or changes in circumstances indicate that their carrying amounts may be impaired. Such events or changes may include a significant decrease in market value, a significant change in the business climate in a particular market, a current expectation that more-likely-than-not a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life, or a current-period operating or cash flow loss combined with historical losses or projected future losses.
When property and equipment is identified as held for sale, we reclassify the held for sale assets to Other Current Assets and cease recording depreciation. We measure each long-lived asset or disposal group at the lower of its carrying amount or fair value less cost to sell and recognize a loss for any initial adjustment of the long-lived asset’s or disposal group’s carrying amount to fair value less cost to sell in the period the “held for sale” criteria are met. We periodically evaluate the carrying value of assets held for sale to determine if, based on market conditions, the values of these assets should be adjusted. As of September 30, 2017, we had long-lived assets held for sale of $23.8 million in continuing operations and $13.8 million in discontinued operations.
The fair value measurements for our property and equipment and assets held for sale are based on Level 3 inputs, which considered information from third-party real estate valuation sources, or, in certain cases, pending agreements to sell the related


23


assets. See Note 15 of the Notes to Unaudited Condensed Consolidated Financial Statements for more information on our fair value measurement valuation process and valuation adjustments and impairment charges that were recorded during the nine months ended September 30, 2017 and 2016. Although we believe our property and equipment and assets held for sale are appropriately valued, assumptions, estimates, and economic conditions may change and we may be required to record impairment charges to reduce the value of these assets.


24


Reported Operating Data
Historical operating results include the results of acquired businesses from the date of acquisition.
 
($ in millions, except per vehicle data)
Three Months Ended September 30,
 
Nine Months Ended September 30,
2017
 
2016
 
Variance
Favorable /
(Unfavorable)
 
%
Variance
 
2017
 
2016
 
Variance
Favorable /
(Unfavorable)
 
%
Variance
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
$
3,108.4

 
$
3,195.9

 
$
(87.5
)
 
(2.7
)
 
$
8,835.5

 
$
9,068.0

 
$
(232.5
)
 
(2.6
)
Retail used vehicle
1,151.5

 
1,127.9

 
23.6

 
2.1

 
3,438.7

 
3,370.4

 
68.3

 
2.0

Wholesale
76.8

 
148.9

 
(72.1
)
 
(48.4
)
 
231.6

 
407.4

 
(175.8
)
 
(43.2
)
Used vehicle
1,228.3

 
1,276.8

 
(48.5
)
 
(3.8
)
 
3,670.3

 
3,777.8

 
(107.5
)
 
(2.8
)
Finance and insurance, net
241.6

 
229.6

 
12.0

 
5.2

 
692.0

 
678.1

 
13.9

 
2.0

Total variable operations(1)
4,578.3

 
4,702.3

 
(124.0
)
 
(2.6
)
 
13,197.8

 
13,523.9

 
(326.1
)
 
(2.4
)
Parts and service
841.6

 
843.8

 
(2.2
)
 
(0.3
)
 
2,544.2

 
2,498.9

 
45.3

 
1.8

Other
12.5

 
21.4

 
(8.9
)
 
 
 
109.1

 
105.7

 
3.4

 
 
Total revenue
$
5,432.4

 
$
5,567.5

 
$
(135.1
)
 
(2.4
)
 
$
15,851.1

 
$
16,128.5

 
$
(277.4
)
 
(1.7
)
Gross profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
$
144.8

 
$
158.2

 
$
(13.4
)
 
(8.5
)
 
$
427.3

 
$
470.2

 
$
(42.9
)
 
(9.1
)
Retail used vehicle
83.9

 
84.7

 
(0.8
)
 
(0.9
)
 
232.8

 
265.1

 
(32.3
)
 
(12.2
)
Wholesale
1.8

 
(7.5
)
 
9.3

 
 
 
4.4

 
(12.9
)
 
17.3

 
 
Used vehicle
85.7

 
77.2

 
8.5

 
11.0

 
237.2

 
252.2

 
(15.0
)
 
(5.9
)
Finance and insurance
241.6

 
229.6

 
12.0

 
5.2

 
692.0

 
678.1

 
13.9

 
2.0

Total variable operations(1)
472.1

 
465.0

 
7.1

 
1.5

 
1,356.5

 
1,400.5

 
(44.0
)
 
(3.1
)
Parts and service
367.4

 
363.8

 
3.6

 
1.0

 
1,116.0

 
1,080.1

 
35.9

 
3.3

Other
6.4

 
7.6

 
(1.2
)
 
 
 
19.3

 
23.5

 
(4.2
)
 
 
Total gross profit
845.9

 
836.4

 
9.5

 
1.1

 
2,491.8

 
2,504.1

 
(12.3
)
 
(0.5
)
Selling, general, and administrative expenses
607.5

 
591.3

 
(16.2
)
 
(2.7
)
 
1,814.1

 
1,765.2

 
(48.9
)
 
(2.8
)
Depreciation and amortization
41.4

 
36.3

 
(5.1
)
 
 
 
118.0

 
107.0

 
(11.0
)
 
 
Other income, net
(14.2
)
 
(10.2
)
 
4.0

 
 
 
(54.4
)
 
(21.0
)
 
33.4

 
 
Operating income
211.2

 
219.0

 
(7.8
)
 
(3.6
)
 
614.1

 
652.9

 
(38.8
)
 
(5.9
)
Non-operating income (expense) items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Floorplan interest expense
(25.1
)
 
(18.2
)
 
(6.9
)
 
 
 
(70.7
)
 
(56.4
)
 
(14.3
)
 
 
Other interest expense
(30.0
)
 
(28.9
)
 
(1.1
)
 
 
 
(88.0
)
 
(85.9
)
 
(2.1
)
 
 
Interest income
0.2

 
0.3

 
(0.1
)
 
 
 
0.8

 
0.8

 

 
 
Other income, net
1.6

 
2.6

 
(1.0
)
 
 
 
6.4

 
3.4

 
3.0

 
 
Income from continuing operations before income taxes
$
157.9

 
$
174.8

 
$
(16.9
)
 
(9.7
)
 
$
462.6

 
$
514.8

 
$
(52.2
)
 
(10.1
)
Retail vehicle unit sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
86,192

 
88,322

 
(2,130
)
 
(2.4
)
 
241,882

 
253,000

 
(11,118
)
 
(4.4
)
Used vehicle
59,330

 
55,760

 
3,570

 
6.4

 
178,204

 
170,500

 
7,704

 
4.5

 
145,522

 
144,082

 
1,440

 
1.0

 
420,086

 
423,500

 
(3,414
)
 
(0.8
)
Revenue per vehicle retailed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
$
36,064

 
$
36,185

 
$
(121
)
 
(0.3
)
 
$
36,528

 
$
35,842

 
$
686

 
1.9

Used vehicle
$
19,408

 
$
20,228

 
$
(820
)
 
(4.1
)
 
$
19,296

 
$
19,768

 
$
(472
)
 
(2.4
)
Gross profit per vehicle retailed:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New vehicle
$
1,680

 
$
1,791

 
$
(111
)
 
(6.2
)
 
$
1,767

 
$
1,858

 
$
(91
)
 
(4.9
)
Used vehicle
$
1,414

 
$
1,519

 
$
(105
)
 
(6.9
)
 
$
1,306

 
$
1,555

 
$
(249
)
 
(16.0
)
Finance and insurance
$
1,660

 
$
1,594

 
$
66

 
4.1

 
$
1,647

 
$
1,601

 
$
46

 
2.9

Total variable operations(2)
$
3,232

 
$
3,279

 
$
(47
)
 
(1.4
)
 
$
3,219

 
$
3,337

 
$
(118
)
 
(3.5
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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.



25


 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017 (%)
 
2016 (%)
 
2017 (%)
 
2016 (%)
Revenue mix percentages:
 
 
 
 
 
 
 
New vehicle
57.2
 
57.4
 
55.7
 
56.2
Used vehicle
22.6
 
22.9
 
23.2
 
23.4
Parts and service
15.5
 
15.2
 
16.1
 
15.5
Finance and insurance, net
4.4
 
4.1
 
4.4
 
4.2
Other
0.3
 
0.4
 
0.6
 
0.7
Total
100.0
 
100.0
 
100.0
 
100.0
Gross profit mix percentages:
 
 
 
 
 
 
 
New vehicle
17.1
 
18.9
 
17.1
 
18.8
Used vehicle
10.1
 
9.2
 
9.5
 
10.1
Parts and service
43.4
 
43.5
 
44.8
 
43.1
Finance and insurance
28.6
 
27.5
 
27.8
 
27.1
Other