ASBURY AUTOMOTIVE GROUP INC Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (kind 10-Okay)

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This MD&A needs to be learn along side the accompanying audited
consolidated monetary statements and notes. Ahead-looking statements on this
MD&A are usually not ensures of future efficiency and will contain dangers and
uncertainties that might trigger precise outcomes to vary materially from these
projected. Discuss with the "Ahead-Wanting Statements"] and Half I, Merchandise 1A. Danger
Components for a dialogue of those dangers and uncertainties. The dialogue of our
monetary situation and outcomes of operations for the 12 months ended December 31,
2019 is included in Merchandise 7. Administration's Dialogue and Evaluation of Monetary
Situation and Outcomes of Operations in our Annual Report on Kind 10-Okay for the
12 months ended December 31, 2020.

OVERVIEW

We're one of many largest automotive retailers in america. As of
December 31, 2021, by way of our Dealerships phase, we owned and operated 205
new car franchises (155 dealership places), representing 31 manufacturers of
vehicles, 35 collision facilities, seven stand-alone used car dealerships,
one used car wholesale enterprise and one auto public sale, inside 15 states. Our
shops provide an in depth vary of automotive services and products, together with
new and used autos; elements and repair, which embody restore and upkeep
providers, alternative elements, and collision restore service; and finance and
insurance coverage merchandise. The finance and insurance coverage merchandise are offered by
impartial third events and our not too long ago acquired F&I product supplier, TCA.
The F&I merchandise supplied by TCA are primarily offered by way of LHM Dealerships. For
the 12 months ended December 31, 2021, our new car income model combine consisted of
39% imports, 44% luxurious, and 17% home manufacturers. Because of the LHM
Acquisition on December 17, 2021, as outlined under, the Firm now displays
its operations in two reportable segments: Dealerships and TCA.

Our Dealerships phase revenues are derived primarily from: (i) the sale of latest
autos; (ii) the sale of used autos to particular person retail prospects ("used
retail") and to different sellers at public sale ("wholesale") (the phrases "used retail"
and "wholesale" collectively known as "used"); (iii) restore and
upkeep providers, together with collision restore, the sale of automotive
alternative elements, and the reconditioning of used autos (collectively
known as "elements and repair"); and (iv) the association of third-party
car financing and the sale of quite a few car safety merchandise. F&I
merchandise are supplied by dealerships to prospects in reference to the acquisition
of autos by way of both TCA or impartial third events. F&I income
recorded by the Dealerships phase associated to TCA merchandise is eradicated upon
consolidation. We consider the outcomes of our new and used car gross sales primarily based
on unit volumes and gross revenue per car offered, our elements and repair
operations primarily based on mixture gross revenue, and our F&I enterprise primarily based on F&I
gross revenue per car offered.

Our dealerships gross revenue margin varies with our income combine. Traditionally,
the gross sales of latest autos typically ends in a decrease gross revenue margin than
used car gross sales, gross sales of elements and repair, and gross sales of F&I merchandise. As a
end result, when used car, elements and repair, and F&I income improve as a
proportion of whole income, we anticipate our general gross revenue margin to
improve.

Our TCA phase revenues, mirrored in F&I Revenues, are derived from the sale
of assorted car safety merchandise together with car service contracts,
assured asset safety insurance coverage, pay as you go upkeep contracts, car
theft help contracts and look safety contracts. These merchandise
are offered primarily by way of LHM Dealerships. TCA's F&I Revenues are supplemented
with funding positive factors or losses and earnings earned related to the
efficiency of TCA's funding portfolio.

Our TCA phase gross revenue margin can fluctuate as a consequence of incurred claims expense and
the amortization of deferred acquisition prices expensed over the lifetime of a
buyer contract. Sure F&I merchandise might end in greater TCA gross revenue
margins. Subsequently, the product mixture of F&I merchandise offered by TCA can have an effect on the
gross income earned. As well as, rate of interest volatility primarily based on financial
and market situations outdoors the management of the Firm, might improve or scale back
TCA phase gross revenue margins in addition to the honest market values of sure
securities inside our funding portfolio. Honest market values sometimes
fluctuate inversely to the fluctuations in rates of interest.

Promoting, basic, and administrative ("SG&A") bills consist primarily of
fastened and incentive-based compensation, promoting, hire, insurance coverage, utilities,
and different customary working bills. A good portion of our value
construction is variable (comparable to gross sales commissions) or controllable (comparable to
promoting), which we consider permits us to adapt to modifications within the retail
setting over the long-term. We consider commissions paid to salespeople as a
proportion of retail car gross revenue, promoting expense on a per car
retailed ("PVR") foundation, and all different SG&A bills within the mixture as a
proportion of whole gross revenue. Commissions expense paid by TCA to our
affiliated dealerships and mirrored as F&I Income in our Dealerships phase
is eradicated upon consolidation.

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Our continued natural progress relies upon the execution of our balanced
automotive retailing and repair enterprise technique, the continued energy of
our model combine, and the manufacturing and allocation of fascinating autos from the
car producers whose manufacturers we promote. Our car gross sales have
traditionally fluctuated with product availability in addition to native and nationwide
financial situations, together with shopper confidence, availability of shopper
credit score, gas costs, and employment ranges.

As well as, our capacity to promote sure new and used autos may be negatively
impacted by quite a few elements, a few of that are outdoors of our management.
Producers proceed to be hampered by the dearth of availability of elements and
key elements from suppliers comparable to semi-conductor chips, which has disrupted
manufacturing and impacted new car stock ranges. As well as, because of this
of the COVID-19 world pandemic, sure car producers have wanted to
sluggish or quickly halt meeting strains for the security of their employees. We
can't predict with any certainty how lengthy the automotive retail trade will
proceed to be topic to those manufacturing slowdowns or when normalized
manufacturing will resume at these producers. We proceed to watch and
reply as essential to the Firm's operational wants in the course of the ongoing
outbreak of the COVID-19 world pandemic and the ensuing financial uncertainty.

Larry H. Miller Acquisition


On September 28, 2021, Asbury Automotive Group, LLC ("Purchaser"), a Delaware
restricted legal responsibility firm and a wholly-owned subsidiary of the Firm, entered
into (i) a Buy Settlement (the "Fairness Buy Settlement") with sure
members of the Larry H. Miller Dealership household of entities; (ii) a Actual Property
Buy and Sale Settlement (the "Actual Property Buy Settlement") with Miller
Household Actual Property, L.L.C. and (iii) a Buy Settlement (the "TCA Buy
Settlement" and along with the Fairness Buy Settlement and the Actual Property
Buy Settlement, the "Transaction Agreements") with sure fairness homeowners of
the Complete Care Auto, Powered by Landcar ("TCA") enterprise affiliated with the
Larry H. Miller Dealership household of entities. Pursuant to the Transaction
Agreements, we agreed to accumulate the fairness pursuits of, and the true property
associated to (collectively, the "Transactions"), the companies of the Larry H.
Miller Dealerships ("LHM") and TCA (collectively, the "Companies"), every
described within the Fairness Buy Settlement, the Actual Property Buy Settlement
and the TCA Buy Settlement, for an mixture buy value of roughly
$3.48 billion, comprising roughly $2.51 billion of goodwill and franchise
rights intangible belongings, $792.6 million of property and gear, and
$285.0 million in inventories much less $105.6 million of liabilities assumed, internet of
different belongings acquired.

On December 17, 2021, the Firm accomplished the acquisition of the Companies,
thereby buying 54 new car dealerships, seven used vehicles dealerships, 11
collision facilities, a used car wholesale enterprise, the true property associated
thereto, and the entities comprising the TCA enterprise for a complete buy value
of $3.48 billion. The true property was acquired in escrow, to be launched,
along with the associated portion of the acquisition value, topic to the
satisfaction of sure title associated situations. The acquisition value was
financed by way of a mixture of money, proceeds from the issuance of frequent
inventory and borrowings together with the issuance of the 2029 Senior Notes and 2032
Senior Notes, the drawdown on the 2021 Actual Property Facility and the 2019 Senior
Credit score Facility and different ground plan borrowings.

Park Place Acquisition


On December 11, 2019, the Firm entered into (1) an Asset Buy Settlement
(the "2019 Asset Buy Settlement") with sure members of the Park Place
Dealership household of entities, Park Place Mid-Cities, Ltd., a Texas restricted
partnership, and the recognized principal (collectively, "Park Place") and (2) a
Actual Property Buy Settlement (the "Actual Property Buy Settlement" and,
along with the 2019 Asset Buy Settlement, the "2019 Park Place
Agreements") with sure members of the Park Place Dealership household of
entities to accumulate considerably all the belongings of, and sure actual
property associated to, the Park Place enterprise. The 2019 Asset Buy Settlement
included the acquisition of 19 franchises (3 Mercedes-Benz, 3 Sprinter, 2 Lexus, 2
Jaguar, 2 Land Rover, 1 Porsche, and 1 Volvo and 5 extremely luxurious manufacturers together with
1 Bentley, 1 Rolls Royce, 1 McLaren, 1 Maserati and 1 Karma), two collision
facilities and an auto public sale. On March 24, 2020, Asbury delivered discover to the
sellers terminating the 2019 Park Place Agreements pursuant to the phrases thereof
in trade for the fee of $10.0 million of liquidated damages. Please refer
to Liquidity and Capital Sources for extra particulars relating to the impression
on financing transactions.

Because of the Firm's efforts to mitigate the monetary impression of the
COVID-19 world pandemic, together with a robust Might and June 2020 efficiency, the
Firm reengaged on the Park Place Dealership group acquisition below extra
favorable pricing and extra versatile financing phrases, together with limiting the
buy of luxurious dealership franchises to these most aligned with the
Firm's core strategic enterprise. On July 6, 2020, the Firm entered into an
Asset Buy Settlement (the "Revised Asset Buy Settlement") with Park
Place to accumulate considerably all the belongings of, and lease the true property
associated to, 12 new car dealership franchises (3 Mercedes-Benz, 3 Sprinter, 2
Lexus, 1 Jaguar, 1 Land Rover, 1 Porsche, and 1 Volvo), two collision facilities
and an auto public sale comprising the Park Place Dealership group (collectively,
the "Park Place acquisition") for a purchase order value of $889.9 million. The Park
Place acquisition was accomplished on August 24, 2020. The acquisition value was
financed by way of a mixture of money, ground plan services and vendor
financing. In September 2020, the

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Firm redeemed the quantities excellent associated to the vendor financing.
Sure of the leased actual property was subsequently acquired in Might 2021 for
$217.1 million.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES


Preparation of monetary statements in conformity with accounting rules
typically accepted in america of America, requires administration to make
estimates and assumptions, that have an effect on the quantities of belongings and liabilities and
disclosures of contingent belongings and liabilities, as of the date of the
monetary statements, and reported quantities of revenues and bills in the course of the
intervals introduced. On an ongoing foundation, administration evaluates their estimates and
assumptions and the results of any such revisions are mirrored within the monetary
statements, within the interval by which they're decided to be obligatory. Precise
outcomes may differ materially from these estimates in a way that might
have a fabric impact on our Consolidated Monetary Statements. Set forth under
are the insurance policies and estimates that we have now recognized as important to our
enterprise operations and understanding our outcomes of operations, primarily based on the
excessive diploma of judgment or complexity of their utility.

Goodwill and Producer Franchise Rights-


Goodwill represents the surplus value of an acquired enterprise over the honest market
worth of its identifiable belongings and liabilities. We now have decided, primarily based on
how we combine acquisitions into our enterprise, how the elements of our
enterprise share sources and work together with each other, and the way we assessment the
outcomes of our operations, that we have now a number of geographic market-based
working segments. We now have decided the dealerships in every of our working
segments are elements which might be aggregated into a number of geographic market-based
reporting items for the aim of testing goodwill for impairment, as they
(i) have related financial traits, (ii) provide related merchandise and
providers (all of our franchised dealerships provide new and used autos, elements
and repair, and prepare for third-party car financing and the sale of
insurance coverage merchandise), (iii) have related prospects, (iv) have related
distribution and advertising and marketing practices (all of our dealerships distribute merchandise
and providers by way of dealership services that market to prospects in related
methods) and (v) function below related regulatory environments.

Our solely different vital identifiable intangible belongings are our rights below
franchise agreements with producers, that are recorded at a person
franchise stage. The honest worth of our producer franchise rights are
decided on the acquisition date, by discounting the projected money flows
particular to every franchise. We now have decided that producer franchise
rights have an indefinite life as there are not any financial, contractual or different
elements that restrict their helpful lives, and they're anticipated to generate money
flows indefinitely because of the traditionally lengthy lives of the producers'
model names. Moreover, to the extent that any agreements evidencing our
producer franchise rights would expire, we anticipate that we might be capable to
renew these agreements within the atypical course of enterprise. Because of the
COVID-19 pandemic, we carried out quantitative impairment checks as of March 31,
2020, and recognized eleven dealerships with franchise rights carrying values
that exceeded their honest values, and because of this, recorded non-cash impairment
prices of $23.0 million. No franchise proper impairments had been recognized in
2021.

We don't amortize goodwill and different intangible belongings which might be deemed to have
indefinite lives. We assessment goodwill and producer franchise rights for
impairment yearly as of October 1st, or extra typically if occasions or circumstances
point out that any impairment might have occurred. We're topic to monetary
assertion danger to the extent that goodwill turns into impaired as a consequence of decreases in
the honest worth of our automotive retail enterprise or producer franchise
rights develop into impaired as a consequence of decreases within the honest worth of our particular person
franchises.

F&I Chargeback Reserves-


We obtain commissions from third-party lending and insurance coverage establishments for
arranging buyer financing and from the sale of car service contracts, GAP
insurance coverage, and different car safety merchandise. F&I commissions are recorded
on the time the related car is offered.

We could also be charged again for F&I commissions within the occasion a contract is pay as you go,
defaulted upon, or terminated ("chargebacks"). F&I commissions, internet of estimated
future chargebacks, are included in Revenues - Finance and Insurance coverage, internet within the
accompanying Consolidated Statements of Earnings. We reserve for chargebacks on
finance and car service and different safety product contract commissions
acquired. The reserve is established primarily based on historic working outcomes and
the termination provisions of the relevant contracts and is evaluated on a
product-by-product foundation.

Our F&I money chargebacks for the years ended December 31, 2021, 2020, and 2019
had been $45.5 million, $38.0 million, and $40.6 million, respectively. Our
chargeback reserves had been $50.4 million and $47.3 million as of December 31, 2021
and 2020, respectively. Complete chargebacks as a proportion of F&I commissions for
the years ended December 31, 2021, 2020, and 2019, had been 11%, 12%, and 13%,
respectively. A 100 foundation level change in our estimated reserve charge for future
chargebacks, would

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change our finance and insurance coverage chargeback reserve by roughly $4.2
million
as of December 31, 2021. Chargeback reserves estimated for merchandise
underwritten by TCA are eradicated in consolidation.

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CONSOLIDATED RESULTS OF OPERATIONS

The Yr Ended December 31, 2021 In comparison with the Yr Ended December 31, 2020

                                                        For the Yr Ended December 31,          Improve                %
                                                            2021                2020            (Lower)            Change
                                                                      ({Dollars} in thousands and thousands, besides per share information)
REVENUE:
New car                                             $  4,934.1$ 3,767.4$  1,166.7                  31  %
Used car                                               3,315.6            2,169.5             1,146.1                  53  %
Components and repair                                          1,182.9              889.8               293.1                  33  %
Finance and insurance coverage, internet                                   405.1              305.1               100.0                  33  %
TOTAL REVENUE                                              9,837.7            7,131.8             2,705.9                  38  %
GROSS PROFIT:
New car                                                  490.5              218.5               272.0                 124  %
Used car                                                 288.3              156.6               131.7                  84  %
Components and repair                                            721.9              543.2               178.7                  33  %
Finance and insurance coverage, internet                                   401.5              305.1                96.4                  32  %
TOTAL GROSS PROFIT                                         1,902.2            1,223.4               678.8                  55  %
OPERATING EXPENSES:
Promoting, basic, and administrative                       1,073.9              781.9               292.0                  37  %
Depreciation and amortization                                 41.9               38.5                 3.4                   9  %
Franchise rights impairment                                      -               23.0               (23.0)               (100) %
Different working (earnings) expense, internet                         (5.4)               9.2               (14.6)               (159) %
INCOME FROM OPERATIONS                                       791.8              370.8               421.0                 114  %
OTHER EXPENSES (INCOME):
Ground plan curiosity expense                                    8.2               17.7                (9.5)                (54) %
Different curiosity expense, internet                                   93.9               56.7                37.2                  66  %

Loss on extinguishment of long-term debt, internet                    -               20.6               (20.6)               (100) %
Achieve on dealership divestitures, internet                          (8.0)             (62.3)               54.3                  87  %
Complete different bills, internet                                     94.1               32.7                61.4                 188  %
INCOME BEFORE INCOME TAXES                                   697.7              338.1               359.6                 106  %
Earnings tax expense                                           165.3               83.7                81.6                  97  %

NET INCOME                                              $    532.4$   254.4$    278.0                 109  %

Web earnings per frequent share-Diluted                     $    26.49$   13.18$    13.31                 101  %



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                                                                              For the Yr Ended December 31,
                                                                                2021                   2020
REVENUE MIX PERCENTAGES:
New autos                                                                       50.2  %                52.8  %
Used retail autos                                                               31.1  %                27.0  %
Used car wholesale                                                              2.6  %                 3.4  %
Components and repair                                                                  12.0  %                12.5  %
Finance and insurance coverage, internet                                                          4.1  %                 4.3  %
Complete income                                                                     100.0  %               100.0  %
GROSS PROFIT MIX PERCENTAGES:
New autos                                                                       25.8  %                17.9  %
Used retail autos                                                               13.7  %                11.9  %
Used car wholesale                                                              1.4  %                 0.9  %
Components and repair                                                                  38.0  %                44.4  %
Finance and insurance coverage, internet                                                         21.1  %                24.9  %
Complete gross revenue                                                                100.0  %               100.0  %
GROSS PROFIT MARGIN                                                                19.3  %                17.2  %
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT                                      56.5  %                63.9  %


Complete income throughout 2021 elevated by $2.71 billion (38%) in comparison with 2020, due
to a $1.17 billion (31%) improve in new car income, a $1.15 billion
(53%) improve in used car income, a $293.1 million (33%) improve in elements
and repair income and a $100.0 million (33%) improve in F&I income. The
$678.8 million (55%) improve in gross revenue throughout 2021 was the results of a
$272.0 million (124%) improve in new car gross revenue, a $131.7 million
(84%) improve in used car gross revenue, a $178.7 million (33%) improve in
elements and repair gross revenue and a $96.4 million (32%) improve in F&I gross
revenue. Our whole gross revenue margin elevated 210 foundation factors from 17.2% in
2020 to 19.3% in 2021.

Earnings from operations throughout 2021 elevated by $421.0 million (114%) in contrast
to 2020, primarily as a consequence of a $678.8 million (55%) improve in gross revenue, a
$23.0 million lower in franchise rights impairment, a $14.6 million lower
in different working bills, internet, partially offset by a $292.0 million (37%)
improve in promoting, basic, and administrative bills and a $3.4 million
(9%) improve in depreciation and amortization bills.

Complete different bills, internet elevated by $61.4 million (188%) in 2021, primarily
as a consequence of a $54.3 million lower in acquire on dealership divestitures, a $37.2
million improve in different curiosity expense, internet, partially offset by a $9.5
million lower in ground plan curiosity expense and a $20.6 million lower in
loss on extinguishment of debt. In consequence, earnings earlier than earnings taxes
elevated by $359.6 million (106%) to $697.7 million in 2021. The $81.6 million
(97%) improve in earnings tax expense was primarily attributable to the 106%
improve in earnings earlier than taxes, partially offset by a 110 foundation level lower
within the 2021 efficient tax charge. General, internet earnings elevated by $278.0 million
(109%) from $254.4 million in 2020 to $532.4 million in 2021.

We assess the natural progress of our income and gross revenue on a similar retailer
foundation. We consider that our evaluation on a similar retailer foundation represents an
vital indicator of comparative monetary efficiency and offers related
info to evaluate our efficiency. As such, for the next dialogue,
similar retailer quantities consist of knowledge from dealerships for an identical months
in every comparative interval, commencing with the primary month we owned the
dealership. Moreover, quantities associated to divested dealerships are excluded
from every comparative interval.







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DEALERSHIP SEGMENT

New Car-

                                                   For the Yr Ended December 31,          Improve                %
                                                       2021                2020            (Lower)            Change
                                                              ({Dollars} in thousands and thousands, aside from per car information)
As Reported:
Income:
Luxurious                                             $  2,183.0$ 1,450.1$    732.9                  51  %
Import                                                1,935.8            1,550.6               385.2                  25  %
Home                                                815.3              766.7                48.6                   6  %
Complete new car income                          $  4,934.1$ 3,767.4$  1,166.7                  31  %
Gross revenue:
Luxurious                                             $    241.1$   113.7$    127.4                 112  %
Import                                                  175.3               59.7               115.6                 194  %
Home                                                 74.1               45.1                29.0                  64  %
Complete new car gross revenue                     $    490.5$   218.5$    272.0                 124  %
New car items:
Luxurious                                                 34,648             25,259               9,389                  37  %
Import                                                 58,413             52,201               6,212                  12  %
Home                                               16,849             17,705                (856)                 (5) %
Complete new car items                               109,910             95,165              14,745                  15  %

Identical Retailer:
Income:
Luxurious                                             $  1,597.4$ 1,409.3$    188.1                  13  %
Import                                                1,847.6            1,534.8               312.8                  20  %
Home                                                730.2              734.8                (4.6)                 (1) %
Complete new car income                          $  4,175.2$ 3,678.9$    496.3                  13  %
Gross revenue:
Luxurious                                             $    175.2$   110.6$     64.6                  58  %
Import                                                  163.8               59.4               104.4                 176  %
Home                                                 64.8               43.2                21.6                  50  %
Complete new car gross revenue                     $    403.8$   213.2$    190.6                  89  %
New car items:
Luxurious                                                 25,647             24,526               1,121                   5  %
Import                                                 56,227             51,698               4,529                   9  %
Home                                               15,316             17,009              (1,693)                (10) %
Complete new car items                                97,190             93,233               3,957                   4  %



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New Car Metrics-

                                                   For the Yr Ended December 31,         Improve                %
                                                       2021               2020            (Lower)            Change
As Reported:
Income per new car offered                       $  44,892$ 39,588$    5,304                  13  %
Gross revenue per new car offered                  $   4,463$  2,296$    2,167                  94  %
New car gross margin                                 9.9   %            5.8  %              4.1  %

Luxurious:
Gross revenue per new car offered                  $   6,959$  4,501$    2,458                  55  %
New car gross margin                                11.0   %            7.8  %              3.2  %

Import:

Gross revenue per new car offered                  $   3,001$  1,144$    1,857                 162  %
New car gross margin                                 9.1   %            3.9  %              5.2  %

Home:

Gross revenue per new car offered                  $   4,398$  2,547$    1,851                  73  %
New car gross margin                                 9.1   %            5.9  %              3.2  %

Identical Retailer:
Income per new car offered                       $  42,959$ 39,459$    3,500                   9  %
Gross revenue per new car offered                  $   4,155$  2,287$    1,868                  82  %
New car gross margin                                 9.7   %            5.8  %              3.9  %

Luxurious:
Gross revenue per new car offered                  $   6,831$  4,510$    2,321                  51  %
New car gross margin                                11.0   %            7.8  %              3.2  %

Import:

Gross revenue per new car offered                  $   2,913$  1,149$    1,764                 154  %
New car gross margin                                 8.9   %            3.9  %              5.0  %

Home:

Gross revenue per new car offered                  $   4,231$  2,540$    1,691                  67  %
New car gross margin                                 8.9   %            5.9  %              3.0  %


New car income elevated by $1.17 billion (31%), because of a 15%
improve in new car unit gross sales and a 13% improve in income per new car
offered. Identical retailer new car income elevated by $496.3 million (13%) as a
results of a 4% improve in new car items offered and a 9% improve in income
per new car offered.

Identical retailer new car gross revenue in 2021 elevated by $190.6 million (89%),
because of a 82% improve in gross revenue per new car offered and a 4%
improve in unit volumes. Identical retailer new car gross margin elevated 390
foundation factors to 9.7% in 2021, primarily because of a provide scarcity for
a lot of 2021 attributable to producer manufacturing challenges attributable to the
semi-conductor scarcity and the COVID-19 pandemic. We completed 2021 with a eight
day provide of latest car stock which is under our focused days provide
primarily because of these producer manufacturing challenges.






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Used Car-

                                                              For the Yr Ended December 31,                    Improve                %
                                                                  2021                          2020            (Lower)            Change
                                                                        ({Dollars} in thousands and thousands, aside from per car information)
As Reported:
Income:
Used car retail revenues                       $        3,055.9$ 1,930.0$  1,125.9                  58  %
Used car wholesale revenues                               259.7                             239.5                20.2                   8  %
Used car income                               $        3,315.6$ 2,169.5$  1,146.1                  53  %
Gross revenue:
Used car retail gross revenue                   $          262.0                         $   145.3$    116.7                  80  %
Used car wholesale gross revenue                            26.3                              11.3                15.0                 133  %
Used car gross revenue                          $          288.3                         $   156.6$    131.7                  84  %
Used car retail items:
Used car retail items                                   105,206                            80,537              24,669                  31  %

Identical Retailer:
Income:
Used car retail revenues                       $        2,621.9$ 1,872.1$    749.8                  40  %
Used car wholesale revenues                               175.1                             235.2               (60.1)                (26) %
Used car income                               $        2,797.0$ 2,107.3$    689.7                  33  %
Gross revenue:
Used car retail gross revenue                   $          226.5                         $   141.9$     84.6                  60  %
Used car wholesale gross revenue                            18.9                              11.4                 7.5                  66  %
Used car gross revenue                          $          245.4                         $   153.3$     92.1                  60  %
Used car retail items:
Used car retail items                                    93,803                            78,144              15,659                  20  %



Used Car Metrics-

                                                   For the Yr Ended December 31,         Improve                %
                                                       2021               2020            (Lower)             Change
As Reported:
Income per used car retailed                  $  29,047$ 23,964$    5,083                   21  %
Gross revenue per used car retailed             $   2,490$  1,804$      686                   38  %
Used car retail gross margin                         8.6   %            7.5  %              1.1  %

Identical Retailer:
Income per used car retailed                  $  27,951$ 23,957$    3,994                   17  %
Gross revenue per used car retailed             $   2,415$  1,816$      599                   33  %
Used car retail gross margin                         8.6   %            7.6  %              1.0  %


Used car income elevated by $1.15 billion (53%), as a consequence of a $1.13 billion
(58%) improve in used retail income and a $20.2 million (8%) improve in used
car wholesale income. Identical retailer used car income elevated by $689.7
million (33%) as a consequence of an $749.8 million (40%) improve in used car retail
income, partially offset by a $60.1 million (26%) lower in used car
wholesale revenues.

In 2021, whole Firm and similar retailer used car retail gross revenue margins
each elevated 110 and 100 foundation factors, respectively, to eight.6%. We primarily
attribute the will increase in used car retail gross revenue margin to elevated
demand for used autos because of new car stock shortages brought on
by semiconductor provide chain and COVID-19 disruptions.
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We consider that our used car stock continues to be well-aligned with
present shopper demand, with roughly 34 days of provide as of December 31,
2021.

Components and Service-

                                                              For the Yr Ended December 31,         Improve               %
                                                                   2021               2020           (Lower)            Change
                                                                                      ({Dollars} in thousands and thousands)
As Reported:
Components and repair income                                     $  1,184.3$ 889.8$    294.5                 33  %
Components and repair gross revenue:
Buyer pay                                                  $    434.3$ 310.6$    123.7                 40  %
Guarantee                                                            98.0              92.8                 5.2                  6  %
Wholesale elements                                                     34.3              22.1                12.2                 55  %

Components and repair gross revenue, excluding reconditioning and
preparation

                                                   $    566.6$ 425.5$    141.1                 33  %

Components and repair gross margin, excluding reconditioning and
preparation

                                                         47.8   %          47.8  %                -  %
Reconditioning and preparation *                                   153.6             117.7                35.9                 31  %
Complete elements and repair gross revenue                          $    720.2$ 543.2$    177.0                 33  %

Identical Retailer:
Components and repair income                                     $    994.5$ 867.8$    126.7                 15  %
Components and repair gross revenue:
Buyer pay                                                  $    363.0$ 303.2$     59.8                 20  %
Guarantee                                                            78.4              90.2               (11.8)               (13) %
Wholesale elements                                                     28.7              21.6                 7.1                 33  %

Components and repair gross revenue, excluding reconditioning and
preparation

                                                   $    470.1$ 415.0$     55.1                 13  %

Components and repair gross margin, excluding reconditioning and
preparation

                                                         47.3   %          47.8  %             (0.5) %
Reconditioning and preparation *                                   135.8             114.7                21.1                 18  %
Complete elements and repair gross revenue                          $    605.9$ 529.7$     76.2                 14  %


* Reconditioning and preparation represents the gross revenue earned by our elements
and repair departments for inner work carried out and is included as a
discount of Components and repair value of gross sales throughout the accompanying
Consolidated Statements of Earnings upon the sale of the car.


The $294.5 million (33%) improve in elements and repair income was as a consequence of a
$218.7 million (37%) improve in buyer pay income, a $65.8 million (54%)
improve in wholesale elements income, and a $10.0 million (6%) improve in
guarantee income. Identical retailer elements and repair income elevated $126.7 million
(15%) from $867.8 million in 2020 to $994.5 million in 2021. The rise in
similar retailer elements and repair income was as a consequence of a $103.7 million (18%) improve
in buyer pay income and a $41.7 million (35%) improve in wholesale elements
income, partially offset by a $18.7 million (11%) lower in guarantee income.

Components and repair gross revenue, excluding reconditioning and preparation,
elevated by $141.1 million (33%) to $566.6 million and similar retailer gross revenue,
excluding reconditioning and preparation, elevated by $55.1 million (13%) to
$470.1 million. The $55.1 million improve in similar retailer gross revenue, excluding
reconditioning and preparation, is primarily as a consequence of a $59.8 million (20%)
improve in buyer pay gross revenue, and a $7.1 million (33%) improve in
wholesale elements gross revenue, partially offset by an $11.8 million (13%)
lower in guarantee gross revenue. The elements and repair enterprise was negatively
impacted by the COVID-19 pandemic in 2020 however has since recovered to
pre-pandemic ranges. As well as, the scarcity of latest car stock has
elevated demand for used autos which in flip has generated addition
reconditioning and preparation gross revenue for the elements and repair
departments.





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Finance and Insurance coverage, net-

                                                    For the Yr Ended December 31,          Improve                %
                                                        2021               2020             (Lower)            Change
                                                               ({Dollars} in thousands and thousands, aside from per car information)
As Reported:
Finance and insurance coverage, internet                          $    402.7$  305.1$      97.6                  32  %
Finance and insurance coverage, internet per car offered         $    1,872$  1,736$       136                   8  %

Identical Retailer:
Finance and insurance coverage, internet                          $    364.0$  299.1$      64.9                  22  %

Finance and insurance coverage, internet per car offered $ 1,906$ 1,745$ 161

                   9  %


F&I income, internet elevated by $97.6 million (32%) in 2021 when in comparison with 2020
primarily because of a 22% improve in new and used retail unit gross sales and an
8% improve in F&I per car retailed.

On a similar retailer foundation F&I income, internet elevated by $64.9 million (22%) in 2021
when in comparison with 2020 primarily because of an 11% improve in new and used
retail unit gross sales and a 9% improve in F&I per car retailed.

Throughout 2021 we continued to learn from a good shopper lending
setting, which allowed extra of our prospects to reap the benefits of a broader
array of F&I merchandise and our continued deal with enhancing the F&I outcomes at
our lower-performing shops by way of our F&I coaching packages.

TCA SEGMENT
                                                     For the Yr Ended December 31,           Improve               %
                                                         2021                2020             (Lower)           Change
                                                                             ({Dollars} in thousands and thousands)

Finance and insurance coverage, gross income                $      12.0          $       -          $      12.0                  N/A
Finance and insurance coverage, value of gross sales                $       6.5          $       -          $       6.5                  N/A
Finance and insurance coverage, gross revenue                 $       5.5          $       -          $       5.5                  N/A


On December 17, 2021 we acquired TCA. TCA provides quite a lot of F&I merchandise, such
as prolonged car service contracts, pay as you go upkeep contracts, GAP
insurance coverage, car theft help contracts, key alternative contracts,
paintless dent restore contracts, look safety contracts, tire and
wheel, and lease wear-and-tear contracts. Nearly all of TCA's merchandise are
offered by way of affiliated LHM car dealerships.

Income generated by TCA is earned over the interval of the associated service
product contract. The tactic for recognizing income is assigned primarily based on
contract kind and anticipated declare patterns. Premium revenues are supplemented
with funding positive factors or losses and earnings earned related to the
efficiency of TCA's funding portfolio. Through the 15-day interval the Firm
owned TCA in December 2021, TCA generated $12.0 million of income, consisting
of each earned premium and funding earnings.

Direct bills paid for the acquisition of contracts on which income has been
acquired however not but earned have been deferred and are amortized over the
associated contract interval. Bills are matched with earned premiums leading to
recognition over the lifetime of the contracts. Through the 15-day interval the Firm
owned TCA in December 2021, TCA recorded $6.5 million of value of gross sales
consisting primarily of claims expense and amortization of deferred acquisition
prices.









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CONSOLIDATED

Promoting, Common, and Administrative Expense-


                                                                      For the Yr Ended December 31,                                                           % of Gross
                                                                       % of Gross                                  % of Gross              Improve           Revenue Improve
                                                 2021                    Revenue                 2020                 Revenue               (Lower)            (Lower)
                                                                                                 ({Dollars} in thousands and thousands)
As Reported:
Personnel prices                           $         539.6                     28.4  %       $   386.5                     31.6  %       $     153.1                    (3.2) %
Gross sales compensation                                  190.8                     10.0  %           121.4                      9.9  %              69.4                     0.1  %
Share-based compensation                             16.2                      0.9  %            12.6                      1.0  %               3.6                    (0.1) %
Outdoors providers                                    110.6                      5.8  %            82.9                      6.8  %              27.7                    (1.0) %
Promoting                                          30.7                      1.6  %            25.5                      2.1  %               5.2                    (0.5) %
Lease                                                 37.6                      2.0  %            32.2                      2.6  %               5.4                    (0.6) %
Utilities                                            18.8                      1.0  %            15.8                      1.3  %               3.0                    (0.3) %
Insurance coverage                                            22.5                      1.2  %            16.7                      1.4  %               5.8                    (0.2) %
Different                                               107.1                      5.6  %            88.3                      7.2  %              18.8                    (1.6) %
Promoting, basic, and administrative
expense                                   $       1,073.9                     56.5  %       $   781.9                     63.9  %       $     292.0                    (7.4) %
Gross revenue                              $       1,902.2$ 1,223.4

Identical Retailer:
Personnel prices                           $         460.9                     28.5  %       $   377.5                     31.6  %       $      83.4                    (3.1) %
Gross sales compensation                                  167.5                     10.3  %           118.5                      9.9  %              49.0                     0.4  %
Share-based compensation                             16.2                      1.0  %            12.6                      1.1  %               3.6                    (0.1) %
Outdoors providers                                     97.1                      6.0  %            80.3                      6.7  %              16.8                    (0.7) %
Promoting                                          25.8                      1.6  %            24.2                      2.0  %               1.6                    (0.4) %
Lease                                                 37.5                      2.3  %            32.0                      2.7  %               5.5                    (0.4) %
Utilities                                            16.0                      1.0  %            15.3                      1.3  %               0.7                    (0.3) %
Insurance coverage                                            18.2                      1.1  %            15.7                      1.3  %               2.5                    (0.2) %
Different                                                92.0                      5.7  %            86.8                      7.2  %               5.2                    (1.5) %
Promoting, basic, and administrative
expense                                   $         931.2                     57.5  %       $   762.9                     63.8  %       $     168.3                    (6.3) %
Gross revenue                              $       1,619.1$ 1,195.3


SG&A expense as a proportion of gross revenue decreased 740 foundation factors from
63.9% in 2020 to 56.5% in 2021. Identical retailer SG&A expense as a proportion of gross
revenue decreased 630 foundation factors from 63.8% in 2020 to 57.5% in 2021. The
lower in SG&A as a proportion of gross revenue is primarily the results of
greater gross income earned throughout our Dealership phase, in addition to
sustaining expense self-discipline, notably in personnel prices, with enhanced
productiveness of our crew members.

Depreciation and Amortization Expense –


The $3.4 million (9%) improve in depreciation and amortization expense throughout
2021 in comparison with 2020, was primarily the results of depreciation related to
dealership acquisitions throughout 2021, extra belongings positioned into service
throughout 2021, and depreciation expense related to the acquisition of beforehand
leased properties.

Franchise Rights Impairment –


We assessed our producer franchise rights for impairment by evaluating the
current worth of money flows attributable to every franchise proper to its carrying
worth. Because of our impairment testing carried out, we acknowledged no
impairment prices in the course of the 12 months ended December 31, 2021 and a $23.0 million
pre-tax non-cash cost associated to eleven dealerships in the course of the 12 months ended
December 31, 2020.

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Different Working (Earnings) Bills, internet -

Different working (earnings) bills, internet contains positive factors and losses from the sale
of property and gear, earnings derived from lease preparations, and different
non-core working gadgets. Through the twelve months ended December 31, 2021, the
Firm recorded different working earnings, internet of $5.4 million, which included a
$3.5 million acquire associated to authorized settlements and a $1.9 million acquire on
divestitures of sure actual property.

Through the twelve months ended December 31, 2020, the Firm recorded different
working expense, internet of $9.2 million, which included $12.9 million associated to
the Park Place acquisition, $0.7 million actual property associated impairment
partially offset by a $2.1 million acquire associated to authorized settlements and a $0.3
million acquire associated to the sale of vacant actual property.

Ground Plan Curiosity Expense –

Ground plan curiosity expense decreased by $9.5 million (54%) to $8.2 million
throughout 2021 in comparison with $17.7 million throughout 2020, because of decrease new
car stock ranges throughout 2021 attributable to manufacturing points associated to the
semiconductor scarcity and COVID-19.

Different Curiosity Expense –


Different curiosity expense elevated $37.2 million (66%) from $56.7 million in 2020
to $93.9 million in 2021. In 2021, we incurred roughly $27.5 million in
bridge dedication charges associated to our acquisition of LHM and TCA. Throughout 2021,
we additionally incurred extra curiosity expense associated to our $800.0 million 2029
Notes (as outlined under) and $600.0 million 2032 Notes (as outlined under) issued
in November 2021, the proceeds of which had been additionally used to finance latest
acquisitions. As well as, we incurred curiosity expense in reference to the
2021 BofA Actual Property Facility, the proceeds of which was used to finance the
acquisition of beforehand leased Park Place Dealership premises.

Achieve on Dealership Divestitures –

Through the 12 months ended December 31, 2021, we offered one franchise (one dealership
location) within the Charlottesville, Virginia market. The Firm recorded a
pre-tax acquire totaling $8.0 million, which is introduced in our accompanying
Consolidated Statements of Earnings as Achieve on dealership divestitures, internet.


Through the 12 months ended December 31, 2020, we offered two franchises (two dealership
places) within the Atlanta, Georgia market, we offered six franchises (5
dealership places) and one collision heart within the Jackson, Mississippi
market, and we offered one franchise (one dealership location) within the Greenville,
South Carolina market. The Firm recorded a pre-tax acquire totaling $62.3
million.

Earnings Tax Expense –


The $81.6 million (97%) improve in earnings tax expense was the results of a
$359.6 million (106%) improve in earnings earlier than earnings taxes. Our efficient tax
charge decreased 110 foundation factors from 24.8% in 2020 to 23.7% in 2021. The
lower in our efficient tax charge was primarily as a consequence of decreases in state charges
in jurisdictions by which the Firm has vital exercise. We anticipate our
efficient tax charge to be within the 25%-26% in 2022 as we increase our operations into
states with greater tax charges.

Discuss with Be aware 16 “Earnings Taxes” for extra info relating to earnings
taxes.









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RESULTS OF OPERATIONS

The Yr Ended December 31, 2020 In comparison with the Yr Ended December 31, 2019

                                                        For the Yr Ended December 31,           Improve                %
                                                            2020                2019             (Lower)            Change
                                                                      ({Dollars} in thousands and thousands, besides per share information)
REVENUE:
New car                                             $  3,767.4$ 3,863.3$     (95.9)                 (2) %
Used car                                               2,169.5            2,131.6                 37.9                   2  %
Components and repair                                            889.8              899.4                 (9.6)                 (1) %
Finance and insurance coverage, internet                                   305.1              316.0                (10.9)                 (3) %
TOTAL REVENUE                                              7,131.8            7,210.3                (78.5)                 (1) %
GROSS PROFIT:
New car                                                  218.5              159.5                 59.0                  37  %
Used car                                                 156.6              134.1                 22.5                  17  %
Components and repair                                            543.2              559.3                (16.1)                 (3) %
Finance and insurance coverage, internet                                   305.1              316.0                (10.9)                 (3) %
TOTAL GROSS PROFIT                                         1,223.4            1,168.9                 54.5                   5  %
OPERATING EXPENSES:
Promoting, basic, and administrative                         781.9              799.8                (17.9)                 (2) %
Depreciation and amortization                                 38.5               36.2                  2.3                   6  %
Franchise rights impairment                                   23.0                7.1                 15.9                     NM
Different working bills, internet                                  9.2                0.8                  8.4                     NM
INCOME FROM OPERATIONS                                       370.8              325.0                 45.8                  14  %
OTHER EXPENSES (INCOME):
Ground plan curiosity expense                                   17.7               37.9                (20.2)                (53) %
Different curiosity expense, internet                                   56.7               54.9                  1.8                   3  %

Loss on extinguishment of long-term debt, internet                 20.6                  -                 20.6                   -
Achieve on dealership divestitures, internet                         (62.3)             (11.7)               (50.6)                    NM
Complete different bills, internet                                     32.7               81.1                (48.4)                (60) %
INCOME BEFORE INCOME TAXES                                   338.1              243.9                 94.2                  39  %
Earnings tax expense                                            83.7               59.5                 24.2                  41  %

NET INCOME                                              $    254.4$   184.4$      70.0                  38  %

Web earnings per frequent share-Diluted                     $    13.18$    9.55$      3.63                  38  %


______________________________

NM-Not Significant

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                                                                              For the Yr Ended December 31,
                                                                                2020                   2019
REVENUE MIX PERCENTAGES:
New autos                                                                       52.8  %                53.6  %
Used retail autos                                                               27.0  %                26.9  %
Used car wholesale                                                              3.4  %                 2.6  %
Components and repair                                                                  12.5  %                12.5  %
Finance and insurance coverage, internet                                                          4.3  %                 4.4  %
Complete income                                                                     100.0  %               100.0  %
GROSS PROFIT MIX PERCENTAGES:
New autos                                                                       17.9  %                13.6  %
Used retail autos                                                               11.9  %                11.5  %
Used car wholesale                                                              0.9  %                 0.1  %
Components and repair                                                                  44.4  %                47.8  %
Finance and insurance coverage, internet                                                         24.9  %                27.0  %
Complete gross revenue                                                                100.0  %               100.0  %
GROSS PROFIT MARGIN                                                                17.2  %                16.2  %
SG&A EXPENSES AS A PERCENTAGE OF GROSS PROFIT                                      63.9  %                68.4  %


Complete income throughout 2020 decreased by $78.5 million (1%) in comparison with 2019, due
to a $95.9 million (2%) lower in new car income, a $9.6 million (1%)
lower in elements and repair income and a $10.9 million (3%) lower in F&I
income, partially offset by a $37.9 million (2%) improve in used car
income. The $54.5 million (5%) improve in gross revenue throughout 2020 was the
results of a $59.0 million (37%) improve in new car gross revenue, a $22.5
million (17%) improve in used car gross revenue, partially offset by a $16.1
million (3%) lower in elements and repair gross revenue and a $10.9 million (3%)
lower in F&I gross revenue. Our whole gross revenue margin elevated 100 foundation
factors from 16.2% in 2019 to 17.2% in 2020.

Earnings from operations throughout 2020 elevated by $45.8 million (14%) in comparison with
2019, primarily as a consequence of a $54.5 million (5%) improve in gross revenue and a $17.9
million (2%) lower in promoting, basic, and administrative bills partially
offset by a $15.9 million improve in franchise rights impairment, an $8.4
million improve in different working bills, internet and a $2.3 million (6%)
improve in depreciation and amortization bills.

Complete different bills, internet decreased by $48.4 million (60%) in 2020, primarily
as a consequence of a $50.6 million improve in acquire on dealership divestitures and a $20.2
million lower in ground plan curiosity expense, partially offset by a $20.6
million loss on extinguishment of debt and a $1.8 million improve in different
curiosity expense, internet. In consequence, earnings earlier than earnings taxes elevated by
$94.2 million (39%) to $338.1 million in 2020. The $24.2 million (41%)
improve in earnings tax expense was primarily attributable to the 39% improve in
earnings earlier than taxes and a 40 foundation level improve within the 2020 efficient tax
charge. General, internet earnings elevated by $70.0 million (38%) from $184.4 million
in 2019 to $254.4 million in 2020.

We assess the natural progress of our income and gross revenue on a similar retailer
foundation. We consider that our evaluation on a similar retailer foundation represents an
vital indicator of comparative monetary efficiency and offers related
info to evaluate our efficiency. As such, for the next dialogue,
similar retailer quantities consist of knowledge from dealerships for an identical months
in every comparative interval, commencing with the primary month we owned the
dealership. Moreover, quantities associated to divested dealerships are excluded
from every comparative interval.








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New Car-

                                                   For the Yr Ended December 31,           Improve                %
                                                       2020                2019             (Lower)            Change
                                                              ({Dollars} in thousands and thousands, aside from per car information)
As Reported:
Income:
Luxurious                                             $  1,450.1$ 1,318.7$     131.4                  10  %
Import                                                1,550.6            1,742.4               (191.8)                (11) %
Home                                                766.7              802.2                (35.5)                 (4) %
Complete new car income                          $  3,767.4$ 3,863.3$     (95.9)                 (2) %
Gross revenue:
Luxurious                                             $    113.7$    83.3$      30.4                  36  %
Import                                                   59.7               42.1                 17.6                  42  %
Home                                                 45.1               34.1                 11.0                  32  %
Complete new car gross revenue                     $    218.5$   159.5$      59.0                  37  %
New car items:
Luxurious                                                 25,259             23,988                1,271                   5  %
Import                                                 52,201             61,420               (9,219)                (15) %
Home                                               17,705             19,835               (2,130)                (11) %
Complete new car items                                95,165            105,243              (10,078)                (10) %

Identical Retailer:
Income:
Luxurious                                             $  1,126.3$ 1,271.2$    (144.9)                (11) %
Import                                                1,472.7            1,602.5               (129.8)                 (8) %
Home                                                648.1              690.5                (42.4)                 (6) %
Complete new car income                          $  3,247.1$ 3,564.2$    (317.1)                 (9) %
Gross revenue:
Luxurious                                             $     81.8$    80.1$       1.7                   2  %
Import                                                   56.3               39.1                 17.2                  44  %
Home                                                 37.8               28.8                  9.0                  31  %
Complete new car gross revenue                     $    175.9$   148.0$      27.9                  19  %
New car items:
Luxurious                                                 20,009             23,085               (3,076)                (13) %
Import                                                 49,744             56,707               (6,963)                (12) %
Home                                               15,156             17,205               (2,049)                (12) %
Complete new car items                                84,909             96,997              (12,088)                (12) %






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New Car Metrics-

                                                   For the Yr Ended December 31,         Improve                %
                                                       2020               2019            (Lower)            Change
As Reported:
Income per new car offered                       $  39,588$ 36,708$    2,880                   8  %
Gross revenue per new car offered                  $   2,296$  1,516$      780                  51  %
New car gross margin                                 5.8   %            4.1  %              1.7  %

Luxurious:
Gross revenue per new car offered                  $   4,501$  3,473$    1,028                  30  %
New car gross margin                                 7.8   %            6.3  %              1.5  %

Import:

Gross revenue per new car offered                  $   1,144$    685$      459                  67  %
New car gross margin                                 3.9   %            2.4  %              1.5  %

Home:

Gross revenue per new car offered                  $   2,547$  1,719$      828                  48  %
New car gross margin                                 5.9   %            4.3  %              1.6  %

Identical Retailer:
Income per new car offered                       $  38,242$ 36,745$    1,497                   4  %
Gross revenue per new car offered                  $   2,072$  1,526$      546                  36  %
New car gross margin                                 5.4   %            4.2  %              1.2  %

Luxurious:
Gross revenue per new car offered                  $   4,088$  3,470$      618                  18  %
New car gross margin                                 7.3   %            6.3  %              1.0  %

Import:

Gross revenue per new car offered                  $   1,132$    690$      442                  64  %
New car gross margin                                 3.8   %            2.4  %              1.4  %

Home:

Gross revenue per new car offered                  $   2,494$  1,674$      820                  49  %
New car gross margin                                 5.8   %            4.2  %              1.6  %


New car income decreased by $95.9 million (2%), because of a ten%
lower in new car unit gross sales partially offset by an 8% improve in income
per new car offered. Identical retailer new car income decreased by $317.1 million
(9%) because of a 12% lower in new car items offered, partially offset
by a 4% improve in income per new car offered.

Identical retailer new car gross revenue in 2020 elevated by $27.9 million (19%), as
a results of a 36% improve in gross revenue per new car offered partially offset
by a 12% lower in unit volumes. Identical retailer new car gross margin elevated
120 foundation level to five.4% in 2020, primarily because of a provide scarcity for
a lot of 2020 attributable to manufactures lowering or halting manufacturing because of the
COVID-19 pandemic.

We completed 2020 with a 40 day provide of latest car stock which is under
our goal of 70 to 75 days primarily because of manufacturing challenges
attributable to the COVID-19 pandemic.






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Used Car-

                                                             For the Yr Ended December 31,                     Improve                 %
                                                                 2020                          2019             (Lower)             Change
                                                                         ({Dollars} in thousands and thousands, aside from per car information)
As Reported:
Income:
Used car retail revenues                       $        1,930.0$ 1,941.3$      (11.3)                 (1) %
Used car wholesale revenues                               239.5                            190.3                  49.2                  26  %
Used car income                               $        2,169.5$ 2,131.6$       37.9                   2  %
Gross revenue:
Used car retail gross revenue                   $          145.3                        $   133.1$       12.2                   9  %
Used car wholesale gross revenue                            11.3                              1.0                  10.3                     NM
Used car gross revenue                          $          156.6                        $   134.1$       22.5                  17  %
Used car retail items:
Used car retail items                                    80,537                           88,602                (8,065)                 (9) %

Identical Retailer:
Income:
Used car retail revenues                       $        1,685.8$ 1,772.4$      (86.6)                 (5) %
Used car wholesale revenues                               190.7                            175.5                  15.2                   9  %
Used car income                               $        1,876.5$ 1,947.9$      (71.4)                 (4) %
Gross revenue:
Used car retail gross revenue                   $          127.4                        $   124.1$        3.3                   3  %
Used car wholesale gross revenue                             9.1                              1.6                   7.5                     NM
Used car gross revenue                          $          136.5                        $   125.7$       10.8                   9  %
Used car retail items:
Used car retail items                                    72,468                           80,717                (8,249)                (10) %

______________________________

NM-Not Significant

Used Car Metrics-

                                                   For the Yr Ended December 31,          Improve                %
                                                       2020               2019             (Lower)             Change
As Reported:
Income per used car retailed                  $  23,964$ 21,910$     2,054                    9  %
Gross revenue per used car retailed             $   1,804$  1,502$       302                   20  %
Used car retail gross margin                         7.5   %            6.9  %               0.6  %

Identical Retailer:
Income per used car retailed                  $  23,263$ 21,958$     1,305                    6  %
Gross revenue per used car retailed             $   1,758$  1,537$       221                   14  %
Used car retail gross margin                         7.6   %            7.0  %               0.6  %


Used car income elevated by $37.9 million (2%), as a consequence of a $49.2 million
(26%) improve in used car wholesale income partially offset by a $11.3
million (1%) lower in used retail income. Identical retailer used car income
decreased by $71.4 million (4%) as a consequence of an $86.6 million (5%) lower in used
car retail income, partially offset by a $15.2 million (9%) improve in
used car wholesale revenues.

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In 2020, whole Firm and similar retailer used car retail gross revenue margins
elevated 60 foundation factors to 7.5% and seven.6%, respectively. We primarily attribute
the rise in used car retail gross revenue margin to elevated demand for
used autos because of new car stock shortages attributable to the
COVID-19 pandemic.

We consider that our used car stock continues to be well-aligned with
present shopper demand, with roughly 31 days of provide as of December 31,
2020.

Components and Service-

                                                               For the Yr Ended December
                                                                           31,                      Improve               %
                                                                  2020              2019           (Lower)            Change
                                                                                     ({Dollars} in thousands and thousands)
As Reported:
Components and repair income                                     $  889.8$ 899.4$     (9.6)                (1) %
Components and repair gross revenue:
Buyer pay                                                  $  310.6$ 317.3$     (6.7)                (2) %
Guarantee                                                          92.8              88.8                 4.0                  5  %
Wholesale elements                                                   22.1              23.8                (1.7)                (7) %

Components and repair gross revenue, excluding reconditioning and
preparation

                                                   $  425.5$ 429.9$     (4.4)                (1) %

Components and repair gross margin, excluding reconditioning and
preparation

                                                       47.8   %          47.8  %                -  %
Reconditioning and preparation *                                 117.7             129.4               (11.7)                (9) %
Complete elements and repair gross revenue                          $  543.2$ 559.3$    (16.1)                (3) %

Identical Retailer:
Components and repair income                                     $  775.4$ 840.0$    (64.6)                (8) %
Components and repair gross revenue:
Buyer pay                                                  $  269.5$ 298.7$    (29.2)               (10) %
Guarantee                                                          76.7              83.4                (6.7)                (8) %
Wholesale elements                                                   19.7              21.8                (2.1)               (10) %

Components and repair gross revenue, excluding reconditioning and
preparation

                                                   $  365.9$ 403.9$    (38.0)                (9) %

Components and repair gross margin, excluding reconditioning and
preparation

                                                       47.2   %          48.1  %             (0.9) %
Reconditioning and preparation *                                 104.9             118.4               (13.5)               (11) %
Complete elements and repair gross revenue                          $  470.8$ 522.3$    (51.5)               (10) %


* Reconditioning and preparation represents the gross revenue earned by our elements
and repair departments for inner work carried out and is included as a
discount of Components and repair value of gross sales throughout the accompanying
Consolidated Statements of Earnings upon the sale of the car.


The $9.6 million (1%) lower in elements and repair income was primarily as a consequence of
a $11.2 million lower in wholesale elements income and a $0.3 million lower
in buyer pay income partially offset by a $1.9 million improve in guarantee
income. The wholesale elements enterprise was negatively affected by the COVID-19
pandemic which considerably diminished demand because of fewer miles being
pushed. Identical retailer elements and repair income decreased $64.6 million (8%) from
$840.0 million in 2019 to $775.4 million in 2020. The lower in similar retailer
elements and repair income was as a consequence of a $33.9 million (7%) lower in buyer
pay income, a $13.6 million (9%) lower in guarantee income, and a $11.1
million (9%) lower in wholesale elements income.

Components and repair gross revenue, excluding reconditioning and preparation,
decreased by $4.4 million (1%) to $425.5 million and similar retailer gross revenue,
excluding reconditioning and preparation, decreased by $38.0 million (9%) to
$365.9 million. The $38.0 million lower in similar retailer gross revenue, excluding
reconditioning and preparation, is primarily as a consequence of a $29.2 million (10%)
lower in buyer pay gross revenue, a $6.7 million (8%) lower in guarantee
gross revenue, and a $2.1 million (10%) lower in wholesale elements gross revenue.
The COVID-19 world pandemic negatively impacted our elements and repair enterprise
for many of 2020 because of individuals driving fewer miles and subsequently
requiring much less car upkeep. As well as, fewer accidents on the roadways
negatively impacted our collision restore enterprise.
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Finance and Insurance coverage, net-

                                                    For the Yr Ended December 31,          Improve                %
                                                        2020               2019             (Lower)            Change
                                                               ({Dollars} in thousands and thousands, aside from per car information)
As Reported:
Finance and insurance coverage, internet                          $    305.1$  316.0$     (10.9)                 (3) %
Finance and insurance coverage, internet per car offered         $    1,736$  1,630$       106                   7  %

Identical Retailer:
Finance and insurance coverage, internet                          $    279.4$  292.3$     (12.9)                 (4) %

Finance and insurance coverage, internet per car offered $ 1,775$ 1,645$ 130

                   8  %


F&I income, internet decreased by $10.9 million (3%) in 2020 when in comparison with 2019
primarily because of a 9% lower in new and used retail unit gross sales
partially offset by a 7% improve in F&I per car retailed.


On a similar retailer foundation F&I income, internet decreased by $12.9 million (4%) in 2020
when in comparison with 2019 primarily because of a 11% lower in new and used
retail unit gross sales partially offset by a 8% improve in F&I per car retailed.

Throughout 2020 we continued to learn from a good shopper lending
setting, which allowed extra of our prospects to reap the benefits of a broader
array of F&I merchandise and our continued deal with enhancing the F&I outcomes at
our lower-performing shops by way of our F&I coaching packages.
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Promoting, Common, and Administrative Expense-


                                                                      For the Yr Ended December 31,                                                          % of Gross
                                                                       % of Gross                                 % of Gross              Improve          Revenue (Lower)
                                                  2020                   Revenue                 2019                Revenue               (Lower)             Improve
                                                                                                 ({Dollars} in thousands and thousands)
As Reported:
Personnel prices                            $         386.5                    31.6  %       $   384.2                    32.9  %       $       2.3                    (1.3) %
Gross sales compensation                                   121.4                     9.9  %           122.1                    10.4  %              (0.7)                   (0.5) %
Share-based compensation                              12.6                     1.0  %            12.5                     1.1  %               0.1                    (0.1) %
Outdoors providers                                      82.9                     6.8  %            85.1                     7.3  %              (2.2)                   (0.5) %
Promoting                                           25.5                     2.1  %            34.4                     2.9  %              (8.9)                   (0.8) %
Lease                                                  32.2                     2.6  %            27.1                     2.3  %               5.1                     0.3  %
Utilities                                             15.8                     1.3  %            16.4                     1.4  %              (0.6)                   (0.1) %
Insurance coverage                                             16.7                     1.4  %            14.5                     1.2  %               2.2                     0.2  %
Different                                                 88.3                     7.2  %           103.5                     8.9  %             (15.2)                   (1.7) %
Promoting, basic, and administrative
expense                                    $         781.9                    63.9  %       $   799.8                    68.4  %       $     (17.9)                   (4.5) %
Gross revenue                               $       1,223.4$ 1,168.9

Identical Retailer:
Personnel prices                            $         339.4                    31.9  %       $   359.5                    33.0  %       $     (20.1)                   (1.1) %
Gross sales compensation                                   107.2                    10.1  %           112.3                    10.3  %              (5.1)                   (0.2) %
Share-based compensation                              12.6                     1.2  %            12.5                     1.1  %               0.1                     0.1  %
Outdoors providers                                      74.0                     7.0  %            78.7                     7.2  %              (4.7)                   (0.2) %
Promoting                                           19.8                     1.9  %            30.6                     2.8  %             (10.8)                   (0.9) %
Lease                                                  31.7                     3.0  %            26.8                     2.5  %               4.9                     0.5  %
Utilities                                             13.9                     1.3  %            15.2                     1.4  %              (1.3)                   (0.1) %
Insurance coverage                                             13.7                     1.3  %            12.4                     1.1  %               1.3                     0.2  %
Different                                                 80.0                     7.5  %            98.9                     9.2  %             (18.9)                   (1.7) %
Promoting, basic, and administrative
expense                                    $         692.3                    65.2  %       $   746.9                    68.6  %       $     (54.6)                   (3.4) %
Gross revenue                               $       1,062.6$ 1,088.3


SG&A expense as a proportion of gross revenue decreased 450 foundation factors from
68.4% in 2019 to 63.9% in 2020. Identical retailer SG&A expense as a proportion of gross
revenue decreased 340 foundation factors from 68.6% in 2019 to 65.2% in 2020. The
lower in SG&A as a proportion of gross revenue is the results of broad value
chopping measures carried out because of the COVID-19 world pandemic and
greater gross income on new and used car gross sales triggered by new car
stock shortages attributable to pandemic associated manufacturing disruptions. In
addition to personnel value financial savings realized because of headcount reductions,
our value chopping measures considerably diminished controllable bills, comparable to
promoting and journey. We had been additionally in a position to generate financial savings by adjusting our
loaner car fleet to accommodate the COVID-19 triggered service quantity
downturn. We anticipate our SG&A expense as a proportion of gross revenue to
progressively improve as new car stock ranges start to normalize in 2021.

Depreciation and Amortization Expense –


The $2.3 million (6%) improve in depreciation and amortization expense throughout
2020 in comparison with 2019, was primarily the results of depreciation related to
dealership acquisitions throughout 2020, extra belongings positioned into service
throughout 2020, and depreciation expense related to the acquisition of beforehand
leased properties.

Franchise Rights Impairment –


We assessed our producer franchise rights for impairment by evaluating the
current worth of money flows attributable to every franchise proper to its carrying
worth. Because of our impairment testing carried out as of March 31, 2020, we
acknowledged
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a $23.0 million pretax non-cash cost associated to eleven dealerships in the course of the
12 months ended December 31, 2020 and a $7.1 million cost because of our annual
impairment check associated to 6 dealerships for the 12 months ended December 31, 2019.

Different Working Bills (Earnings), internet –


Different working bills (earnings), internet contains positive factors and losses from the sale
of property and gear, earnings derived from lease preparations, and different
non-core working gadgets. Through the twelve months ended December 31, 2020, the
Firm recorded different working expense, internet of $9.2 million, which included a
$12.9 million associated to the Park Place acquisition, $0.7 million actual property
associated impairment, partially offset by a $2.1 million acquire associated to authorized
settlements and a $0.3 million acquire associated to the sale of vacant actual property.

Through the twelve months ended December 31, 2019, the Firm recorded expense
of $0.8 million, internet, which included a $2.6 million pre-tax loss associated to the
write-off of fastened belongings, partially offset by $1.8 million, internet of different
non-core working earnings.

Ground Plan Curiosity Expense –


Ground plan curiosity decreased by $20.2 million (53%) to $17.7 million throughout
2020 in comparison with $37.9 million throughout 2019, because of a lower within the
LIBOR charge on which our ground plan rate of interest is calculated in addition to
typically decrease new car stock ranges throughout 2020 because of pandemic
associated manufacturing points.

Earnings Tax Expense -

The $24.2 million (41%) improve in earnings tax expense was the results of a $94.2
million (39%) improve in earnings earlier than earnings taxes. Our efficient tax charge
elevated 40 foundation factors from 24.4% in 2019 to 24.8% in 2020. The rise in
our efficient tax charge was primarily as a consequence of an elevated sate charge attributed to
greater apportionment in sure jurisdictions in states by which the Firm has
vital exercise. We anticipate our efficient tax charge to be round 25% in 2021.


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LIQUIDITY AND CAPITAL RESOURCES


As of December 31, 2021, we had whole out there liquidity of $437.0 million,
which consisted of money and money equivalents (excluding TCA), $83.5 million of
out there funds in our ground plan offset accounts, $270.2 million of
availability below our revolving credit score facility, and $20.6 million of
availability below our used car revolving ground plan facility. The borrowing
capacities below our revolving credit score facility and our used car revolving
ground plan facility are restricted by borrowing base calculations and, from time to
time, could also be additional restricted by our required compliance with sure monetary
covenants. As of December 31, 2021, these monetary covenants didn't additional
restrict our availability below our different credit score services. For extra info
on our monetary covenants, see "Covenants and Defaults" and "Share Repurchases
and Dividend Restrictions" under.

We regularly consider our liquidity and capital sources primarily based upon (i) our
money and money equivalents available, (ii) the funds that we anticipate to generate
by way of future operations, (iii) present and anticipated borrowing availability
below our 2019 Senior Credit score Facility (mentioned additional under), (iv) quantities in
our new car ground plan notes payable offset accounts, and (v) the potential
impression of our capital allocation technique and any contemplated or pending future
transactions, together with, however not restricted to, financings, acquisitions,
inclinations, fairness and/or debt repurchases, dividends, or different capital
expenditures. We consider we can have ample liquidity to satisfy our debt
service and dealing capital necessities; commitments and contingencies; debt
compensation, maturity and repurchase obligations; acquisitions; capital
expenditures; and any working necessities for no less than the subsequent twelve
months.

LHM Acquisition


On December 17, 2021, the Firm accomplished the LHM Acquisition, thereby
buying 54 new car dealerships, seven used vehicles shops, 11 collision
facilities, a used car wholesale enterprise, the true property associated thereto,
and the entities comprising the TCA enterprise for a complete buy value of $3.48
billion. The true property was acquired in escrow, to be launched, along with
the associated portion of the acquisition value, topic to the satisfaction of
sure title associated situations. The acquisition value was financed by way of a
mixture of money, proceeds from the issuance of frequent inventory and borrowings
together with the issuance of the 2029 Senior Notes and 2032 Senior Notes, the
drawdown on the 2021 Actual Property Facility and the 2019 Senior Credit score Facility
and different ground plan borrowings.

Park Place Acquisition


On March 24, 2020, the Firm delivered discover to the sellers terminating the
2019 Asset Buy Settlement and the Actual Property Buy Settlement associated to
the Park Place acquisition in trade for the fee of $10.0 million of
liquidated damages. In reference to the termination of the Transaction
Agreements, the Firm delivered a discover of particular necessary redemption to
holders of its $525.0 million mixture principal quantity of Senior Notes due
2028 (the"2028 Notes") and $600.0 million mixture principal quantity of Senior
Notes due 2030 (the "2030 Notes") pursuant to which it redeemed on a professional rata
foundation (1) $245.0 million of the 2028 Notes and (2) $280.0 million of the 2030
Notes, in every case, at 100% of the respective principal quantity plus accrued and
unpaid curiosity to, however excluding the particular necessary redemption date (the
"Particular Necessary Redemption").

On July 6, 2020, the Firm entered into the Revised Asset Buy Settlement
with respect to the Park Place acquisition. The Park Place acquisition was
accomplished on August 24, 2020 for a purchase order value of $889.9 million. The
buy value was financed by way of a mixture of money, ground plan services
and vendor financing mentioned in additional element under.

Materials Indebtedness


We presently are social gathering to the next materials credit score services and
agreements, and have the next materials indebtedness excellent. For a extra
detailed description of the fabric phrases of those agreements and services,
and this indebtedness, see Be aware 14 "Debt" footnote included within the Notes to
Consolidated Monetary Statements.

•2019 Senior Credit score Facility-On September 25, 2019, the Firm and sure of
its subsidiaries entered into the 2019 third amended and restated credit score
settlement with Financial institution of America, as administrative agent, and the opposite lenders
social gathering thereto (the "2019 Senior Credit score Facility"). In reference to LHM
Acquisition, the Firm entered right into a 2021 Third Modification to the 2019 Senior
Credit score Facility on October 29, 2021. As amended, the 2019 Senior Credit score
Settlement offers for the next:

Revolving Credit score Facility - A $450.0 million Revolving Credit score Facility for,
amongst different issues, acquisitions, working capital and capital expenditures,
together with a $50.0 million sub-limit for letters of credit score. As of December 31,
2021, we had $10.8 million in excellent letters of credit score, $169.0 million in
borrowings and $270.2 million of borrowing availability.

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New Car Ground Plan Facility - A $1.75 billion New Car Ground Plan
Facility which permits us to switch money as an offset to ground plan notes
payable. These transfers scale back the quantity of excellent new car ground plan
notes payable that may in any other case accrue curiosity, whereas retaining the power
to switch quantities from the offset account into our working money accounts
inside one to 2 days. Because of the usage of this ground plan offset
account, we skilled a discount in Ground Plan Curiosity Expense on our
Consolidated Statements of Earnings. As of December 31, 2021, we had $233.2
million excellent below the New Car Ground Plan Facility, which is internet of
$81.5 million in our ground plan offset account.

Used Car Ground Plan Facility - A $350.0 million Used Car Ground Plan
Facility to finance the acquisition of used car stock and for, amongst
different issues, working capital and capital expenditures, in addition to to refinance
used autos. We started the 12 months with nothing drawn on our used car ground
plan facility. As of December 31, 2021, we had borrowings of $294.0 million on
our Used Car Ground Plan Facility. Our remaining borrowing capability below the
Used Car Ground Plan Facility was restricted to $20.6 million primarily based on our
borrowing base calculation as of December 31, 2021.

Topic to compliance with sure situations, the 2019 Senior Credit score Settlement
offers that we have now the power, at our choice and topic to the receipt of
extra commitments from current or new lenders, to extend the scale of the
services by as much as $350.0 million within the mixture with out lender consent.

At our choice, we have now the power to re-designate a portion of our availability
below the Revolving Credit score Facility to the New Car Ground Plan Facility or
the Used Car Ground Plan Facility. The utmost quantity we're allowed to
re-designate is decided primarily based on mixture commitments below the Revolving
Credit score Facility, much less $50.0 million. As well as, we're in a position to re-designate
any quantities moved to the New Car Ground Plan Facility or the Used Car
Ground Plan Facility again to the Revolving Credit score Facility. As of December 31,
2021, no availability was re-designated.

Borrowings below the 2019 Senior Credit score Facility bear curiosity, at our choice,
primarily based on LIBOR or the Base Fee, in every case, plus an Relevant Fee. The Base
Fee is the very best of (i) the Federal Funds Fee plus 0.50%, (ii) the Financial institution of
America prime charge, and (iii) one month LIBOR plus 1.00%. Relevant Fee means
with respect to the Revolving Credit score Facility, a spread from 1.00% to 2.00% for
LIBOR loans and 0.15% to 1.00% for Base Fee loans, in every case primarily based on the
Firm's consolidated whole lease adjusted leverage ratio. Borrowings below the
New Car Floorplan Facility bear curiosity, at our choice, primarily based on LIBOR plus
1.10% or the Base Fee plus 0.10%. Borrowings below the Used Car Floorplan
Facility bear curiosity, at our choice, primarily based on LIBOR plus 1.40% or the Base
Fee plus 0.40%.

Along with the fee of curiosity on borrowings excellent below the 2019
Senior Credit score Facility, we're required to pay a quarterly dedication price on
whole unused commitments thereunder. The price for unused commitments below the
Revolving Credit score Facility is between 0.15% and 0.40% per 12 months, primarily based on the
Firm's whole lease adjusted leverage ratio, and the price for unused
commitments below the New Car Facility Ground Plan and the Used Car
Facility Ground Plan Facility is 0.15% per 12 months.

•Producer affiliated new car ground plan and different financing
facilities-We now have a ground plan facility with the Ford Motor Credit score Firm
("Ford Credit score") to buy new Ford and Lincoln car stock. Our ground
plan facility with Ford Credit score was amended in July 2020 and may be terminated by
both the Firm or Ford Credit score with a 30-day discover interval. We now have additionally
established a ground plan offset account with Ford Credit score, which operates in a
related method to our ground plan offset account with Financial institution of America. As of
December 31, 2021, we had $37.3 million, which is internet of $2.0 million in our
ground plan offset account, excellent below our ground plan facility.
Moreover, we had $146.3 million, excellent below our 2019 Senior Credit score
Facility and services with sure producers for the financing of loaner
autos, which had been introduced inside Accounts payable and accrued liabilities
in our Consolidated Stability Sheets. Neither our ground plan facility with Ford
Credit score nor our services for loaner autos have acknowledged borrowing limitations.

•2029 and 2032 Senior Notes - On November 19, 2021, the Firm accomplished its
providing of $800.0 million mixture principal quantity of 4.625% senior notes due
2029 (the "2029 Senior Notes") and $600.0 million mixture principal quantity of
5.000% senior notes due 2032 (the "2032 Senior Notes"). The 2029 Senior Notes
and 2032 Senior Notes mature on November 15, 2024 and February 15, 2032,
respectively. Curiosity is payable semiannually, on November 15 and Might 15 of
annually. The 2029 Senior Notes and the 2032 Senior Notes had been supplied,
along with extra borrowings and money available, to (i) fund the LHM
Acquisition and (ii) pay charges and bills in reference to the foregoing.

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The 2029 Notes and 2032 Notes have been absolutely and unconditionally assured, on
a joint and several other foundation, by considerably all of our subsidiaries aside from
the TCA Non-Guarantor Subsidiaries. As well as, the notes are topic to
customary covenants, occasions of default and elective redemption revisions.

•2028 and 2030 Senior Notes-On February 19, 2020, the Firm accomplished its
providing of senior unsecured notes, consisting of $525.0 million mixture
principal quantity of the Present 2028 Notes and $600.0 million mixture
principal quantity of the Present 2030 Notes. The 2028 Notes and 2030 Notes
mature on March 1, 2028 and March 1, 2030, respectively. Curiosity is payable
semiannually, on March 1 and September 1 of every 12 months. The 2028 Notes and the
2030 Notes had been supplied, along with extra borrowings and money available,
to (i) fund the acquisition of considerably all the belongings of Park Place,
(ii) redeem all of our excellent $600.0 million mixture principal quantity of
6.0% Senior Subordinated Notes due 2024 (the "6.0% Notes") and (iii) pay charges
and bills in reference to the foregoing.

On March 24, 2020, the Firm delivered discover to the sellers terminating the
2019 Park Place Agreements. In consequence, the Firm redeemed $245.0 million
mixture principal million of the 2028 Notes and $280.0 million mixture
principal quantity of the 2030 Notes pursuant to the Particular Necessary Redemption.

In September 2020, the Firm accomplished an add-on issuance of $250.0 million
mixture principal quantity of extra senior notes consisting of $125.0
million mixture principal quantity of extra 2028 Notes at a value of
101.00% of par, plus accrued curiosity from September 1, 2020, and $125.0 million
mixture principal quantity of extra 2030 Notes (along with the
extra 2028 Notes, the "Extra Notes") at a value of 101.75% of par,
plus accrued curiosity from September 1, 2020 (the "September 2020 Providing").
After deducting the preliminary purchasers' reductions of $2.8 million, we acquired
internet proceeds of roughly $250.6 million from the September Providing. The
$3.5 million premium paid by the preliminary purchasers of the Extra Notes was
recorded as a part of long-term debt on our Consolidated Stability Sheet and
is being amortized as a discount of curiosity expense over the remaining time period of
the Notes. The proceeds of the September 2020 Providing had been used to redeem the
Vendor Notes issued in reference to the Park Place Acquisition.

The notes of every sequence are assured, collectively and severally, on a senior
unsecured foundation, by every of our current and future restricted subsidiaries,
aside from the TCA Non-Guarantor Subsidiaries. As well as, the notes are
topic to customary covenants, occasions of default and elective redemption
revisions. The 2028 Notes and the 2030 Notes had been required to be registered
below the Securities Act of 1933 inside 270 days of the deadline for the
providing of every respective sequence. The Firm accomplished the registration of
the 2028 Notes and 2030 Notes in October 2020.

•6.0% Senior Subordinated Notes due 2024 - In reference to the issuance of
the Present 2028 Notes and Present 2030 Notes, on March 4, 2020, we redeemed
all of our 6.0% Notes at 103% of par, plus accrued and unpaid curiosity as much as,
however excluding, the date of redemption.

•Vendor Notes - The Vendor Notes comprised $150.0 million in mixture principal
quantity of 4.00% promissory be aware due August 2021 and $50.0 million in mixture
principal quantity of 4.00% promissory be aware due February 2022 and had been issued on
August 24, 2020 along side the Park Place Acquisition. In September
2020, the Firm redeemed the Vendor Notes with the proceeds of the September
2020 Providing of Senior Notes.

•Mortgage Financings-We now have a number of mortgage agreements with finance corporations
affiliated with our car producers ("captive mortgages") and different
lenders. As of December 31, 2021 we had whole mortgage notes payable excellent
of $71.7 million that are collateralized by the related actual property.

•2021 Actual Property Facility-On December 17, 2021, we entered into an actual property
time period mortgage credit score settlement with Financial institution of America, N.A., as administrative agent
and the opposite lenders social gathering thereto, which offers for time period loans in an
mixture quantity equal to $689.7 million (the "2021 Actual Property Facility"). As
of December 31, 2021, we had $689.7 million of excellent borrowings below the
2021 Actual Property Facility. There is no such thing as a additional borrowing availability below this
settlement.

•2021 BofA Actual Property Facility-On Might 10, 2021, we entered into an actual property
time period mortgage credit score settlement (the "2021 BofA Actual Property Credit score Settlement"), by
and among the many Firm and sure of its subsidiaries, Financial institution of America, N.A., as
administrative agent and the varied monetary establishments social gathering thereto, as
lenders, which offers for time period loans in an mixture quantity equal to
$184.4 million, topic to customary phrases and situations (the "2021 BofA Actual
Property Facility"). As of December 31, 2021, we had $180.7 million of excellent
borrowings below the 2021 BofA Actual Property Facility. There is no such thing as a additional
borrowing availability below this settlement.


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•2018 Financial institution of America Facility-OnNovember 13, 2018, we entered into an actual
property time period mortgage credit score settlement (as amended, restated or supplemented from
time to time, the "2018 BofA Actual Property Credit score Settlement") with Financial institution of
America, as lender, offering for time period loans in an mixture quantity to not
exceed $128.1 million, topic to customary phrases and situations (the "2018 BofA
Actual Property Facility"). Our proper to make attracts below the 2018 BofA Actual Property
Facility terminated on November 13, 2019. The entire actual property financed by
an working dealership subsidiary of the Firm below the 2018 BofA Actual
Property Facility is collateralized by first precedence liens, topic to sure
permitted exceptions. As of December 31, 2021, we had $78.8 million of
excellent borrowings below the 2018 BofA Actual Property Facility. There is no such thing as a
additional borrowing availability below this facility.

•2018 Wells Fargo Grasp Mortgage Facility-On November 16, 2018, sure of our
subsidiaries entered right into a grasp mortgage settlement (the "2018 Wells Fargo Grasp
Mortgage Settlement") with Wells Fargo as lender, which offers for time period loans to
sure of our subsidiaries which might be debtors below the 2018 Wells Fargo Grasp
Mortgage Settlement in an mixture quantity to not exceed $100.0 million (the "2018
Wells Fargo Grasp Mortgage Facility"). Our proper to make attracts below the 2018 Wells
Fargo Grasp Mortgage Facility terminated on June 30, 2020. On November 16, 2018 and
June 26, 2020, we borrowed an mixture quantity of $25.0 million and $69.4
million, respectively, below the 2018 Wells Fargo Grasp Mortgage Facility, the
proceeds of which had been used for basic company functions. As of December 31,
2021, we had $81.9 million, excellent borrowings below the 2018 Wells Fargo
Grasp Mortgage Facility. There is no such thing as a additional borrowing availability below this
settlement.

•2015 Wells Fargo Grasp Mortgage Facility-On February 3, 2015, sure of our
subsidiaries entered into an amended and restated grasp mortgage settlement (the
"2015 Wells Fargo Grasp Mortgage Settlement") with Wells Fargo Financial institution, Nationwide
Affiliation ("Wells Fargo"), as lender, which offers for time period loans to sure
of our subsidiaries which might be debtors below the 2015 Wells Fargo Grasp Mortgage
Settlement in an mixture quantity to not exceed $100.0 million (the "2015 Wells
Fargo Grasp Mortgage Facility"). Borrowings below the 2015 Wells Fargo Grasp Mortgage
Facility are assured by us and are collateralized by the true property
financed below the 2015 Wells Fargo Grasp Mortgage Facility. As of December 31,
2021, the excellent stability below this settlement was $53.2 million. There's
no additional borrowing availability below this facility.

•2013 BofA Actual Property Facility-On September 26, 2013, we entered into an actual
property time period mortgage credit score settlement (the "2013 BofA Actual Property Credit score Settlement")
with Financial institution of America, N.A. ("Financial institution of America"), as lender, offering for time period
loans in an mixture quantity to not exceed $75.0 million, topic to customary
phrases and situations (the "2013 BofA Actual Property Facility"). As of December 31,
2021, we had $31.1 million of excellent borrowings below the 2013 BofA Actual
Property Facility. There is no such thing as a additional borrowing availability below this settlement

Covenants and Defaults


We're topic to quite a few customary covenants in our varied debt and lease
agreements, together with these described under. We had been in compliance with all of
our covenants as of December 31, 2021. Failure to adjust to any of our debt
covenants would represent a default below the related debt agreements, which
would entitle the lenders below such agreements to terminate our capacity to
borrow below the related agreements and speed up our obligations to repay
excellent borrowings, if any, until compliance with the covenants had been
waived. In lots of circumstances, defaults below certainly one of our agreements may set off
cross-default provisions in our different agreements. If we're unable to stay in
compliance with our monetary or different covenants, we might be required to hunt
waivers or modifications of our covenants from our lenders, or we would want to
increase debt and/or fairness financing or promote belongings to generate proceeds
ample to repay such debt. We can't give any assurance that we might be
in a position to efficiently take any of those actions on phrases, or at instances, that will
be obligatory or fascinating.

The representations and covenants contained within the 2021 Actual Property Facility,
2021 BofA Actual Property Facility, 2018 BofA Actual Property Credit score Settlement, 2018
Wells Fargo Grasp Mortgage Settlement, 2013 BofA Actual Property Credit score Settlement, 2015
Wells Fargo Grasp Mortgage Settlement and the associated paperwork are customary for
financing transactions of this nature, together with, amongst others, necessities to
adjust to a minimal consolidated fastened cost protection ratio and most
consolidated whole lease adjusted leverage ratio, in every case, as relevant.
As well as, sure different covenants may limit our capacity to incur
extra debt, pay dividends or purchase or get rid of belongings. Every of those
agreements offers for occasions of default which might be customary for financing
transactions of this nature, together with cross-defaults to different materials
indebtedness. Upon the prevalence of an occasion of default, we might be required
by the relevant settlement to instantly repay all quantities excellent
thereunder.

The representations and covenants contained within the settlement governing the 2019
Senior Credit score Facility are customary for financing transactions of this nature
together with, amongst others, a requirement to adjust to a minimal consolidated
fastened cost protection ratio and most consolidated whole lease adjusted
leverage ratio, in every case as set out within the settlement governing the 2019
Senior Credit score Facility. As well as, sure different covenants may limit the
Firm's capacity to incur extra debt, pay dividends or purchase or dispose
of belongings. The settlement governing the 2019 Senior Credit score Facility additionally

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offers for occasions of default which might be customary for financing transactions of
this nature, together with cross-defaults to different materials indebtedness. In sure
situations, an occasion of default below both the Revolving Credit score Facility or the
Used Car Ground Plan Facility might be, or end in, an occasion of default
below the New Car Ground Plan Facility, and vice versa. Upon the prevalence
of an occasion of default, the Firm might be required to instantly repay all
quantities excellent below the relevant facility.

The 2019 Senior Credit score Facility and the Indentures presently enable for
restricted funds with out restrict as long as our Consolidated Complete Leverage
Ratio (as outlined within the 2019 Senior Credit score Facility and the Indentures) isn't any
better than 3.0 to 1.0 after giving impact to such proposed restricted
funds. Restricted funds typically embody gadgets comparable to dividends, share
repurchases, unscheduled repayments of subordinated debt, or purchases of
sure investments. Topic to our continued compliance with a consolidated
fastened cost protection ratio and a most consolidated whole lease adjusted
leverage ratio, in every case as set out within the Indentures, restricted funds
capability additions (or subtractions if damaging) equal to a base stage plus the
cumulative quantity of (i) 50% of our internet earnings (as outlined within the 2019 Senior
Credit score Facility) plus (ii) 100% of any money proceeds we obtain from the sale of
fairness pursuits minus (iii) the greenback quantity of share purchases made and
dividends paid in the course of the outlined measurement intervals, topic to sure
exceptions. Within the occasion that our Consolidated Complete Leverage Ratio does (or
would) exceed 3.0 to 1.0, the 2019 Senior Credit score Facility and the Indentures
would then additionally enable for restricted funds below mutually unique
parameters, topic to sure exclusions.

Underneath the 2028 Senior Notes and 2030 Senior Notes, our most restrictive
indentures, these parameters are:

•The Firm might repurchase its personal shares in an mixture quantity to not exceed
$20.0 million in any fiscal 12 months.


•The Firm might in any other case make restricted funds solely up the cumulative
capability above. Our restricted fee capability stability as of December 31, 2021
was $958.6 million.

Share Repurchases and Dividend Restrictions


Our capacity to repurchase shares or pay dividends on our frequent inventory is topic
to our compliance with the covenants and restrictions described in "Covenants
and Defaults" above.

On January 30, 2014, our Board of Administrators licensed the Repurchase Program.
On October 19, 2018, our Board of Administrators reset the authorization below our
Repurchase Program to $100.0 million within the mixture, for the repurchase of our
frequent inventory in open market transactions or privately negotiated transactions,
sometimes.

Throughout 2021, we didn't repurchase any shares of our frequent inventory below the
Repurchase Program. As of December 31, 2021 we had remaining authorization to
repurchase $100.0 million in shares of our frequent inventory below the Repurchase
Program.

On February 14, 2022, the Board of Administrators elevated the Firm's share
repurchase authorization below our Repurchase Program by $100.0 million to
$200.0 million. The extent that the Firm repurchases its shares, the quantity
of shares and the timing of any repurchases will rely on basic market
situations, authorized necessities and different company issues. The
repurchase program could also be modified, suspended or terminated at any time with out
prior discover.

Throughout 2021, we repurchased 65,937 shares of our frequent inventory for $10.4 million
from staff in reference to a internet share settlement function of worker
equity-based awards.

Contractual Obligations

As of December 31, 2021, we had the next contractual obligations (in
thousands and thousands; be aware references are to the notes to our Consolidated Monetary
Statements included elsewhere herein):

                                                                              Funds due by interval
                                  2022             2023             2024             2025             2026           Thereafter            Complete
Ground plan notes payable
(Notes11&12)                   $ 564.5          $     -          $     -          $     -          $     -          $        -          $   564.5
Working lease liabilities
(a)                               28.5             26.0             18.8             17.1             15.9               168.8              275.1
Working lease liabilities
expense (a)                       11.5             10.6              9.8              9.1              8.4                60.7              110.1
Lengthy-term debt (Be aware 14) (a)      53.7             75.9            263.7            142.7            574.3             2,504.2            3,614.5
Curiosity on long-term debt
(a)(b)                           131.2            129.6            127.6            123.0            120.7               369.9            1,002.0

Complete contractual obligations $ 789.4$ 242.1$ 419.9

$ 291.9$ 719.3$ 3,103.6$ 5,566.2

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________________________________________
(a)For added info associated to the Firm's working and finance
lease liabilities introduced throughout the accompanying Consolidated Monetary
Statements, see Be aware 19 "Leases" of the Notes thereto.
(b)Contains variable charge curiosity funds calculated utilizing an estimated LIBOR
charge of 0.10%, and assumes that borrowings won't be refinanced previous to or
upon maturity.

Money Flows

Classification of Money Flows Related to Ground Plan Notes Payable


Borrowings and repayments of ground plan notes payable by way of our 2019 Senior
Credit score Facility ("Non-Commerce"), and all ground plan notes payable referring to used
autos (collectively known as "Ground Plan Notes Payable-Non-Commerce"), are
categorized as financing actions on the accompanying Consolidated Statements
of Money Flows, with borrowings mirrored individually from repayments. The online
change in ground plan notes payable to a lender affiliated with the producer
from which we buy a selected new car (collectively known as
"Ground Plan Notes Payable-Commerce") is classed as an working exercise on the
accompanying Consolidated Statements of Money Flows. Borrowings of ground plan
notes payable related to stock acquired in reference to all
acquisitions and repayments made in reference to all divestitures are
categorized as a financing exercise within the accompanying Consolidated Assertion of
Money Flows. Money flows associated to ground plan notes payable included in working
actions differ from money flows associated to ground plan notes payable included
in financing actions solely to the extent that the previous are payable to a
lender affiliated with the producer from which we bought the associated
stock, whereas the latter are payable to our 2019 Senior Credit score Facility that
contains lenders affiliated with the producers and lenders not affiliated
with the producers from which we bought the associated stock. The
majority of our ground plan notes are payable to our 2019 Senior Credit score Facility,
except ground plan notes payable referring to the financing of latest
Ford and Lincoln autos.

Ground plan borrowings are required by all car producers for the acquisition
of latest autos, and all ground plan lenders require quantities borrowed for the
buy of a car to be repaid inside a short while interval after the associated
car is offered. In consequence, we consider that you will need to perceive the
relationship between the money flows of all of our ground plan notes payable and
new car stock to be able to perceive our working capital and working
money circulation and to have the ability to evaluate our working money circulation to that of our
opponents (i.e., if our opponents have a special mixture of commerce and
non-trade ground plan financing as in comparison with us). As well as, we embody all
ground plan borrowings and repayments in our inner working money circulation
forecasts. In consequence, we use the non-GAAP measure "Adjusted money circulation offered
by working actions" (outlined under) to match our outcomes to forecasts. We
consider that splitting the money flows of ground plan notes payable between
working actions and financing actions, whereas all new car stock
exercise is included in working actions, ends in considerably completely different
working money circulation than if all of the money flows of ground plan notes payable had been
categorized collectively in working actions.

Adjusted money circulation offered by working actions contains borrowings and
repayments of Ground Plan Notes Payable Non-Commerce and used ground plan notes
payable borrowing base modifications. Adjusted money circulation offered by working
actions might not be akin to equally titled measures of different corporations
and shouldn't be thought of in isolation, or as an alternative to evaluation of
our working ends in accordance with GAAP. With the intention to compensate for these
potential limitations we additionally assessment the associated GAAP measures. Adjusted money
circulation offered by working actions for the years ended December 31, 2020 and
2019 differ from beforehand disclosed non-gaap working money circulation measures
introduced in Administration's Dialogue and Evaluation because of the impression on working
money flows, as reported, of the Firm's materials acquisitions in the course of the 12 months
ended December 31, 2021. We consider that the extra changes associated to
money flows related to our used car borrowing base, floorplan offset
accounts and the impression of acquisitions and divestitures eliminates money circulation
volatility and offers an adjusted working money circulation metric that greatest
displays our outcomes of operations and our administration of stock and associated
financing actions.

We now have offered under a reconciliation of money circulation offered by working
actions, as if all modifications in ground plan notes payable, aside from (i)
borrowings related to acquisitions and repayments related to
divestitures and (ii) borrowings and repayments related to the acquisition of
used car stock and (iii) modifications within the floorplan offset accounts had been
categorized as an working exercise for each Floorplan Notes Payable - Non-Commerce
and Ground Plan Notes Payable - Commerce.
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                                                                               For the Yr Ended December 31,
                                                                            2021                2020             2019
                                                                                        (In thousands and thousands)

Reconciliation of Money offered by working actions to Money
offered by working actions, as adjusted
Money offered by working actions, as reported

                    $     1,163.7$ 652.5$ 349.8
Change in Ground Plan Notes Payable Non-Commerce, internet                           

(608.7) (155.3) (194.7)
Change in Ground Plan Notes Payable Non-Commerce related to ground
plan offset, used car borrowing base modifications adjusted for
acquisition and divestitures

                                                     131.1              9.1            138.2

Change in Ground Plan Notes Payable Commerce related to ground plan
offset and internet acquisition and divestitures

                                   (54.0)           (63.7)           (11.0)
Adjusted money circulation offered by working actions                   $       632.1$ 442.6$ 282.3


Working Actions-

Web money offered by working actions totaled $1.16 billion, $652.5 million,
and $349.8 million for the years ended December 31, 2021, 2020, and 2019,
respectively. Adjusted money circulation offered by working actions totaled $632.1
million, $442.6 million, and $282.3 million for the years ended December 31,
2021, 2020, and 2019, respectively. Adjusted money circulation offered by working
actions contains internet earnings, changes to reconcile internet earnings to internet money
offered by working actions, modifications in working capital, modifications in used
car borrowing base, modifications in Ground Plan Notes Payable - Non-Commerce and
Commerce, excluding the impression of offsets, and excluding working money flows
related to acquisitions and divestitures associated to loaner autos and new
car inventories financed by way of Ground Plan Notes Payable - Commerce.

The $189.5 million improve in Adjusted money circulation offered by working
actions for the 12 months ended December 31, 2021 in comparison with the 12 months ended
December 31, 2020, was primarily the results of the next:


•improve in $314.2 million internet earnings and non-cash changes to internet earnings
primarily associated to much less acquire on dealership divestitures in 2021 compared
to 2020, partially offset by no franchise rights impairment in 2021; and

•$69.7 million associated to gross sales quantity and the timing of assortment of accounts
receivable and contracts-in-transit throughout 2021 as in comparison with 2020.

The rise in our Adjusted money circulation offered by working actions, was
partially offset by:


•$67.3 million associated to a lower in stock, internet of ground plan notes
payable, together with each commerce and non-trade, excluding offset and together with used
car borrowing base modifications adjusted for acquisitions and divestitures;

•$26.8 million associated to the change in different long-term belongings and liabilities;

•$43.8 million associated to the change in different present belongings, internet; and

•$56.8 million associated to a lower in accounts payable and accrued
liabilities.

The $160.3 million improve in our Adjusted money circulation offered by working
actions for the 12 months ended December 31, 2020 in comparison with the 12 months ended
December 31, 2019, was primarily the results of the next:


•$23.6 million associated to a improve in stock, internet of ground plan notes
payable, together with each commerce and non-trade, excluding offset and together with used
car borrowing base modifications adjusted for acquisitions and divestitures;

•$57.5 million associated to a rise in accounts payable and accrued
liabilities;

•$59.2 million associated to non-cash changes to internet earnings primarily associated
to the acquire on dealership divestitures in 2020 when in comparison with 2019;

•$16.5 million associated to gross sales quantity and the timing of assortment of accounts
receivable and contracts-in-transit throughout 2020 as in comparison with 2019; and

•$14.3 million associated to the change in different long-term belongings and liabilities.

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The lower in our internet money offered by working actions, as adjusted, was
partially offset by:

•$9.6 million associated to the change in different present belongings, internet; and

•$1.2 million associated to working lease liabilities.

Investing Actions-


Web money utilized in investing actions totaled $3.92 billion, $820.8 million, and
$227.6 million for the years ended December 31, 2021, 2020, and 2019,
respectively. Money flows from investing actions relate primarily to capital
expenditures, acquisitions, divestitures, and the sale of property and
gear.

Capital expenditures, excluding the acquisition of actual property and acquisitions,
had been $74.2 million, $46.5 million, and $57.6 million for the years ended
December 31, 2021, 2020, and 2019, respectively. Purchases of actual property
totaled $7.8 million, $2.3 million, and $9.2 million for the years ended
December 31, 2021, 2020, and 2019, respectively. As well as, we bought
beforehand leased services for $217.1 million, and $4.9 million in the course of the
years ended December 31, 2021, and 2019, respectively.

We anticipate that capital expenditures throughout 2022 will whole roughly $150.0
million to improve or substitute our current services, assemble new services,
increase our service capability, and spend money on expertise and gear. In
addition, as a part of our capital allocation technique, we regularly consider
alternatives to buy properties presently below lease and purchase
properties in reference to future dealership relocations. No assurances can
be offered that we'll have or be capable to entry capital at instances or on phrases
in quantities deemed essential to execute this technique.

On December 17, 2021, we accomplished the acquisition of LHM and TCA for a complete
buy value of roughly $3.48 billion. The sources of the acquisition value
included 2029 Notes, 2032 Notes, 2021 Actual Property Facility, proceeds from our
frequent inventory providing, new floorplan notes payable commerce and non-trade, used
car floorplan notes payable, payables to Vendor and money. Along with
these acquisitions, in the course of the 12 months ended December 31, 2021, we acquired the
belongings of 11 franchises (10 dealership places) in within the Denver, Colorado
market and three franchises (one dealership location) within the Indianapolis,
Indiana marketplace for a mixed buy value of $485.7 million. We funded this
acquisition with an mixture of $455.1 million of money, and $9.6 million of
ground plan borrowings for the acquisition of the associated new car stock. In
the combination, these acquisitions included buy value holdbacks of $21.0
million for potential indemnity claims made by us with respect to the acquired
franchises. Along with the acquisition quantities above, we launched
$1.0 million of buy value holdbacks associated to present and prior 12 months
acquisitions in the course of the 12 months ended December 31, 2021.

Through the 12 months ended December 31, 2020, we acquired considerably all the
belongings of, and leased the true property associated to 12 new car dealership
franchises (eight dealership places), two collision facilities and an auto
public sale comprising the Park Place Dealership group for a purchase order value of
$889.9 million. We funded this acquisition with $527.4 million of money, $200.0
million of Vendor Notes, $127.5 million of ground plan borrowings for the
buy of the associated new car stock and $35.0 million of ground plan
borrowings for the acquisition of the associated used car stock. As well as,
we acquired the belongings of three franchises (one dealership location) within the
Denver, Colorado marketplace for a purchase order value of $63.6 million. This acquisition
was funded with an mixture of $34.5 million of money and $27.1 million of ground
plan borrowings for the acquisition of the associated new car stock. These
acquisitions included buy value holdbacks of $2.0 million for potential
indemnity claims made by us with respect to the acquired franchises. As well as
to the acquisition quantities above, we launched $2.5 million of buy value
holdbacks associated to a previous 12 months acquisition.

Through the 12 months ended December 31, 2019, we acquired the belongings of 9
franchises (5 dealership places) and one collision heart within the
Indianapolis, Indiana market and one franchise (one dealership location) within the
Denver, Colorado marketplace for a mixed buy value of $210.4 million. We
funded these acquisitions with an mixture of $153.9 million of money and $55.3
million of ground plan borrowings for the acquisition of the associated new car
stock. Within the mixture, these acquisitions included buy value
holdbacks of $1.2 million for potential indemnity claims made by us with respect
to the acquired franchises. Along with the acquisition quantities above, we
launched $0.8 million of buy value holdbacks associated to a previous 12 months
acquisition.

Through the 12 months ended December 31, 2021, we divested one franchise (one
dealership location) within the Charlottesville, Virginia marketplace for proceeds of
$21.3 million.

Through the 12 months ended December 31, 2020, we divested two franchises (two
dealership places) within the Atlanta, Georgia market, six franchises (5
dealership places) and one collision heart within the Jackson, Mississippi
market, and one franchise (one dealership location) within the Greenville, South
Carolina
marketplace for proceeds of $177.9 million.

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Through the 12 months ended December 31, 2019, we divested one franchise (one
dealership location) and one collision heart for proceeds of $39.1 million.
Moreover, proceeds from the sale of belongings, unrelated to a dealership
divestiture, had been $21.5 million, $4.2 million, and $15.0 million for the years
ended December 31, 2021, 2020, and 2019, respectively.

Through the 12 months ended December 31, 2021, upon the acquisition of TCA, we
bought available-for-sale debt securities and fairness securities for $1.1
million and $0.4 million, respectively. Throughout December 2021, we additionally acquired
proceeds of $0.8 million and $0.4 million from the sale of accessible on the market
debt securities and fairness securities, respectively.

Financing Actions-

Web money offered by financing actions totaled $2.93 billion and $166.2
million
for the years ended December 31, 2021 and 2020, respectively. Web money
utilized in financing actions totaled $127.0 million for the 12 months ended
December 31, 2019.


Through the years ended December 31, 2021, 2020, and 2019, we had non-trade ground
plan borrowings of $5.04 billion, $4.31 billion, and $4.32 billion,
respectively. Included in our non-trade ground plan borrowings, had been borrowings
of $294.0 million, $220.0 million, and $80.0 million for the years ended
December 31, 2021, 2020, and 2019, respectively, associated to our used car
ground plan facility. Through the 12 months ended December 31, 2021 we borrowed $439.0
million and repaid $270.0 million on our revolving line of credit score. As well as,
in the course of the years ended December 31, 2021, 2020, and 2019, we had non-trade ground
plan borrowings of $214.5 million, $131.6 million, and $55.3 million
respectively, associated to acquisitions. Nearly all of our ground plan notes are
payable to events unaffiliated with the entities from which we buy our new
car stock, except ground plan notes payable referring to
the financing of latest Ford and Lincoln autos.

Through the years ended December 31, 2021, 2020, and 2019, we made non-trade
ground plan repayments of $5.36 billion, $4.47 billion, and $4.51 billion,
respectively. Included in our non-trade ground plan repayments had been repayments of
$220.0 million and $110.0 million for the years ended December 31, 2020, and
2019, respectively, associated to our used car ground plan facility. We had no
compensation for the 12 months ended December 31, 2021. As well as, in the course of the years
ended December 31, 2021, 2020 and 2019 we had ground plan repayments related
with dealership divestitures of $0.8 million, $60.4 million, and $14.1 million
respectively.

Through the years ended December 31, 2021, 2020, and 2019, we acquired proceeds
from borrowings totaling $2.27 billion, $1.88 billion and $97.7 million,
respectively.

Repayments of borrowings totaled $41.5 million, $1.62 billion, and $48.4
million
, for the years ended December 31, 2021, 2020, and 2019, respectively.

Through the 12 months ended December 31, 2021, we acquired internet proceeds from the
issuance of frequent inventory totaling $666.9 million.


Through the 12 months ended December 31, 2021, we didn't repurchase any shares of our
frequent inventory below our Repurchase Program. We did repurchase 65,937 shares of
our frequent inventory for $10.4 million from staff in reference to a internet share
settlement function of worker equity-based awards.

Off Stability Sheet Preparations


We had no off stability sheet preparations throughout any of the intervals introduced
aside from these disclosed in Be aware 21 "Commitments and Contingencies" of the
Notes to Consolidated Monetary Statements thereto.

Guarantor Monetary Info


As of December 31, 2021, the Firm had excellent $405 million of 4.500%
Senior Notes due 2028 and $445 million of 4.750% Senior Notes due 2030. As
defined in Be aware 14 of the Firm's Consolidated Monetary Statements as of
and for the 12 months ended December 31, 2021, the Senior Notes have been absolutely and
unconditionally assured, collectively and severally, on a senior unsecured foundation,
by every current and future restricted subsidiary of the Firm (the "Guarantor
Subsidiaries"), that are listed in Exhibit 22, except Landcar
Administration Firm, Landcar Company, Inc. and Landcar Casualty Firm and
their respective subsidiaries (collectively, the "TCA Non-Guarantor
Subsidiaries).

The next tables current summarized monetary info for the Firm
and the Guarantor Subsidiaries on a mixed foundation after elimination of (i)
intercompany transactions and balances amongst Asbury and the Guarantor
Subsidiaries and (ii) belongings, liabilities, and fairness in earnings from and
investments in any non-guarantor subsidiaries.

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Summarized Stability Sheet Knowledge of Asbury and Guarantor Subsidiaries
                                                             As of December 31,
                                                                    2021
                                                               (In thousands and thousands)
Present belongings                                              $          1,778.4
Present belongings - associates                                                  -
Non-current belongings                                                     5,511.3

Present liabilities                                                    1,473.2
Present liabilities - associates                                           6.9
Non-current liabilities                                                3,916.7



Summarized Assertion of Operations Knowledge for Asbury and Guarantor Subsidiaries
                                                                              For the Yr Ended
                                                                                 December 31,
                                                                                     2021
                                                                                (In thousands and thousands)
Web gross sales                                                                    $         9,825.7
Gross revenue                                                                           1,901.7
Earnings from operations                                                                   788.3
Web earnings                                                                               529.1

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