Form 10-K
     

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All tables in millions, except per share data)

3. NOTES PAYABLE AND LONG-TERM DEBT


    Notes payable and long-term debt at December 31 is as follows:


                                                               2000            1999
                                                          -------------   --------------
                                                                    
   Vehicle inventory credit facilities;
     secured by the Company's vehicle inventory;
     interest payable at LIBOR based rates;
     interest rates of 7.7% and 6.6% at
     December 31, 2000 and 1999, respectively .........    $  2,416.7      $   2,210.6
   $1.5 billion unsecured revolving credit facilities;
     interest payable using LIBOR based rates;
     interest rates of 7.6% and 6.6% at
     December 31, 2000 and 1999, respectively .........         615.0            669.0
   Other debt; secured by real property,
     equipment and other assets; interest ranging
     from 7.5% to 8.0%; maturing through 2010 .........         242.2            174.8
                                                           ----------      -----------
                                                              3,273.9          3,054.4
     Less: current maturities .........................      (2,423.5)        (2,218.3)
                                                           ----------      -----------
                                                           $    850.4      $     836.1
                                                           ==========      ===========


    As of December 31, 2000, the Company had $615.0 million drawn under two unsecured revolving credit facilities totaling $1.5 billion. One facility provides $1.0 billion of financing under a multi-year structure and matures April 2002. The other facility, a $500.0 million 364-day facility, was amended prior to its scheduled maturity in March 2001 to provide $250.0 million of borrowing capacity until the earlier of September 30, 2001 or the early renewal of the Company's multi-year $1.0 billion facility. The Company's revolving credit facilities require, among other items, that the Company maintain certain financial ratios and comply with certain financial covenants. The Company was in compliance with these ratios and covenants at December 31, 2000 and 1999.

    The Company finances vehicle inventory through secured financings, primarily floorplan facilitities, with manufacturers' captive finance subsidiaries, as well as independent financial institutions, and, until recently, a bank-sponsored commercial paper conduit facility that matured January 19, 2001, and was not renewed. As of December 31, 2000, committed capacity of the facilities was approximately $3.5 billion.

    The Company is a lessee under a $500.0 million lease facility that was established primarily to acquire and develop the Company's former megastore properties. As originally structured, the facility had been accounted for as an operating lease and included residual value guarantees. In 1999, certain properties under the facility were reflected as capital leases. In connection with the Company's 1999 restructuring activities described in Note 10, Restructuring and Impairment Charges (Recoveries), Net, the Company accrued an estimate of the liability under the residual value guarantees totaling approximately $103.3 million as of December 31, 1999. At December 31, 1999, $469.7 million was funded under this facility of which $152.5 million was accounted for as capital leases and the remaining $317.2 million was accounted for as operating leases. In September 2000, the Company funded its remaining lease residual value guarantee obligation to the lessor, reduced the facility size to $210.0 million and amended the terms of the facility by exercising its option to purchase the leased properties at the end of the lease term. As a result of the lease amendment, the remaining leases were required to be accounted for as capital leases with the property and related debt reflected on the balance sheet. As of December 31, 2000, $175.8 million was outstanding under this facility and is included in Long-Term Debt in the accompanying 2000 Consolidated Balance Sheet. Of the $175.8 million outstanding, $115.2 million is associated with operating properties and $60.6 million is attributable to properties held for sale. The facility matures April 2002. Interest payments are LIBOR based.

    During 2000, the Company entered into a sale-leaseback transaction involving its corporate headquarters facility that resulted in net proceeds of approximately $52.1 million. This transaction has been accounted for as a financing lease, wherein the property remains on the books and continues to be depreciated. The gain on this transaction will be recognized subsequent to the ten-year lease term. The Company has the option to renew the lease at the end of the lease term subject to certain conditions.

    At December 31, 2000, aggregate maturities of notes payable and long-term debt were as follows:

                                                                  
   2001 .....................................................    $  2,423.5
   2002 .....................................................         797.7
   2003 .....................................................           4.3
   2004 .....................................................           3.9
   2005 .....................................................           4.2
   Thereafter ...............................................          40.3
                                                                  ----------
                                                                 $  3,273.9
                                                                  ==========