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)

10. RESTRUCTURING AND IMPAIRMENT CHARGES (RECOVERIES), NET

    During the fourth quarter of 1999, the Company approved a plan to restructure certain of its operations. The restructuring plan was comprised of the following major components: (1) exiting the used vehicle megastore business; and (2) reducing the corporate workforce. The restructuring plan also included divesting of certain non-core franchised dealerships. Approximately 2,000 positions were eliminated as a result of the restructuring plan of which 1,800 were megastore positions and 200 were corporate positions. These restructuring activities resulted in pre-tax charges of $443.7 million in 1999, of which $416.4 million appears as Asset Impairment Charges (Recoveries), Net in the Company's 1999 Consolidated Income Statements. These pre-tax charges include $286.9 million of asset impairment charges; $103.3 million of reserves for residual value guarantees for closed lease properties; $26.2 million of severance and other exit costs; and $27.3 million of inventory related costs. The $286.9 million asset impairment charge consists of: $244.9 million of megastore and other property impairments; $26.6 million of goodwill impairment reserves for the divestiture of certain non-core franchised automotive dealerships; and $15.4 million of information systems impairments. Of the $443.7 million restructuring reserve recorded, $10.8 million of severance was paid in 1999 and $53.7 million of asset impairments and write-offs were recorded during the fourth quarter of 1999.

    The Company intends to complete the sale of its Flemington dealer group during the second quarter of 2001 as previously described in Note2, Business Acquisitions and Divestitures, resulting in the substantial completion of its non-core dealership divestiture plan. Closed megastores and other properties are being disposed of through sales to third parties. Although these properties are being aggressively marketed, their ultimate disposition will not be substantially completed until late 2001. Revenue for the operations disposed or to be disposed was $923.5 million, $2.12 billion and $1.70 billion during 2000, 1999 and 1998 respectively. Operating income for the operations disposed or to be disposed was $21.8 million, $15.5 million and $12.9 million for the years ended December 31, 2000, 1999 and 1998 respectively.

    The following summarizes activity in the Company's restructuring and impairment reserves for the year ended December 31, 2000:


                                                                                 Deductions
                                 Balance            Amounts Charged      ---------------------------        Balance
Reserve                     December 31, 1999     (Credited) to Income       Cash         Non-cash     December 31, 2000
-------------------------- -------------------   ---------------------   ------------   ------------  ------------------
                                                                                        
Asset reserves:
  Asset impairment .......    $    263.3(1)           $   (15.0)         $    --        $ (86.9)          $   161.4
  Inventory ..............          15.0                     --               --          (15.0)                 --
Accrued liabilities:
  Property lease residual
   value guarantees ......         103.3                  (14.8)           (88.5)            --                  --
  Severance and other
   exit costs ............          17.3                    9.4            (22.7)          (2.8)                1.2
Finance lease residual
  value write-down .......            --                   16.6               --          (16.6)                 --
                              ------------            ---------          -------        -------           ---------
                              $    398.9              $    (3.8)         $(111.2)       $(121.3)          $   162.6
                              ============            =========          =======        =======           =========

(1) Includes $19.7 million of reserves that had been established on these properties prior to the 1999 restructuring and impairment charges recorded.

    The following summarizes the components of the $3.8 million amount credited to income during the year ended December 31, 2000:


                              Properties Placed Back        Net Gain on           Additional
                             into Service or Retained     Sold Properties     Impairment Charges     Other      Total
                            --------------------------   -----------------   --------------------  ---------  ---------
                                                                                                 
 Asset reserves:
  Asset impairment ........          $ (23.2)                 $ (3.4)               $ 11.6           $  --      $(15.0)
 Accrued liabilities:
  Property lease residual
    value guarantees ......            (13.0)                   (1.8)                   --              --       (14.8)
  Severance and other
    exit costs ............               --                      --                    --            9.4          9.4
 Finance lease residual
  value write-down ........               --                      --                    --           16.6         16.6
                                     -------                  ------                ------          ------      ------
                                     $ (36.2)                 $ (5.2)               $ 11.6          $ 26.0      $ (3.8)
                                     =======                  ======                ======          ======      ======


    During 2000, certain events occurred which caused the Company to re-evaluate its plans with respect to various retail properties. As a result, certain megastore properties were placed back in service and the Company decided to retain certain dealerships that had been held for sale. Accordingly, based upon the Company's re-evaluation of the fair values of the properties, the Company determined that the asset impairment and lease residual value reserves for these properties were no longer necessary and the Company was required to reverse the related estimated reserves totaling $36.2 million back into income. An additional impairment charge of $11.6 million was recognized primarily related to a decision in 2000 to close one additional megastore property as part of the overall restructuring plan. During 2000, the Company also recognized an impairment charge totaling $16.6 million associated with the deterioration in residual values of finance lease receivables. The Company discontinued writing finance leases in mid-1999 and the majority of the leases terminate in late 2001.