Form 10-K AUTONATION, INC. For: Dec 31

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February 22, 2019 5:20 PM EST

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Exhibit 10.31

SEPARATION AGREEMENT
AND GENERAL RELEASE OF ALL CLAIMS

This Separation Agreement and General Release of All Claims (the “Agreement”) is entered into and effective as of January 7, 2019, subject to the terms and conditions set forth herein, by and between Lance E. Iserman (“Executive”) and AutoNation, Inc. (“AutoNation” or “Company”) relating to Executive’s employment with and separation from the Company. When used herein, the term “Company” includes each and every officer, director, employee, agent, parent corporation(s), subsidiary corporation(s), wholly owned companies, affiliate(s) and division(s), their successors, assigns, beneficiaries, servants, legal representatives, insurers and heirs.

Separation Date and Terms. As of January 7, 2019, Executive resigned from his position as Executive Vice President and Chief Operating Officer (the “Separation Date”), at which time Executive’s employment with the Company and in any and all other positions with the Company that Executive held terminated (including, but not limited to, as an officer or director of any subsidiary of the Company, and being a member on any committees). On the next regularly scheduled payroll date following the Separation Date, the Company will pay to Executive: (a) all wages earned through the Separation Date and (b) any accrued and unused vacation as of the Separation Date paid in accordance with the applicable Company policy. Except as set forth herein, Executive acknowledges that the Company owes no other bonuses, commissions, wages, vacation pay, sick pay, or benefits to Executive as of the Separation Date.

Company Consideration. For and in consideration of the promises made by Executive in this Agreement, subject to Executive executing this Agreement as provided in Section 14 below and not revoking this Agreement prior to the expiration of the seven (7)-day revocation period provided in this Agreement (the date of such expiration being hereinafter referred to as the “Effective Date”) and subject to Executive’s compliance with Executive’s restrictive covenant obligations in this Agreement and in any other existing agreements with the Company, AutoNation agrees as follows:

(a)

Severance Payment. To pay Executive severance pay in the total gross amount of $2,256,139.12, less applicable taxes and other withholdings and authorized or required deductions. The severance pay will be disbursed in an initial installment of $334,784.95 (less withholdings and deductions) and 35 installments of $54,895.83 (less withholdings and deductions) in accordance with the Company’s normal payroll schedule. The first installment will be disbursed on the Company’s first payroll date following the Effective Date. The remaining installments will be disbursed on a consecutive semi-monthly basis following payment of the first installment.

(b)

2018 Bonus Payment. To pay Executive an additional payment equal to the annual bonus that Executive would have been entitled to receive in respect of the 2018 fiscal year, which amount, determined based on the Company’s actual performance for such year relative to the performance goals applicable to Executive and shall be payable in a lump sum at the same time bonuses are paid to other executives of the Company, but in no event later than March 15, 2019 (less withholdings and deductions). The performance pay-out percentage applied to Executive’s target bonus shall be the same as that applied to other Executive Officers of the Company. Notwithstanding the terms of the Company’s Executive Severance Plan, Executive shall not be eligible for a bonus in respect of the 2019 fiscal year.

(c)

COBRA Severance Payment. To pay to Executive an additional severance payment equal to the cost of health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), grossed up for taxes, based on current health, dental and vision elections for an eighteen (18) month period. This additional severance payment will be disbursed to Executive in one lump-sum no later than the Company’s first payroll administratively feasible following the Effective Date. This additional severance payment will be subject to applicable taxes and withholdings.


(d)	Outplacement Services. The Company shall provide Executive with outplacement services, at the sole cost of the Company not to exceed $20,000, with a firm to be mutually agreed upon by the parties for a period of up to twelve (12) months.

(e)

No Entitlement. The payments and benefits provided in this Section 2 are in accordance with the Company’s Executive Severance Plan and AutoNation shall not be obligated to provide any additional consideration other than the consideration discussed in this Section 2. The benefits provided to Executive by AutoNation pursuant to this Section 2 represent benefits that Executive would not be entitled to absent this Agreement and the Company’s Executive Severance Plan (other than COBRA at Executive’s own expense).

Other Benefits. Executive’s participation in the Company’s group medical and dental programs will cease on January 31, 2019. As of this date, Executive will be responsible for paying Executive’s entire monthly COBRA premiums. Executive must elect to receive COBRA if Executive wants continuation coverage under the Company’s group health benefits programs. Executive’s right to COBRA and the time for electing COBRA and making the required COBRA payments will be explained in a separate COBRA notice package, which will be provided to Executive within the timeframe required by applicable law. As of the Separation Date, other than the benefits set forth in Section 2(c) and 4 of this Agreement, Executive is no longer eligible to participate in any other benefit programs offered by the Company, including, but not limited to, vacation and the 401(k) plan. If Executive participated in the AutoNation Deferred Compensation Plan, Executive will be entitled to a payout of Executive’s account balances in such plan in accordance with Executive’s election and the terms of the plan. The Company shall provide Executive with any and all reasonably available documents relative to Executive’s accrued benefits upon written request by Executive. Additionally, the Company (or an authorized representative thereof) shall execute any and all necessary documents to effectuate, or enable the Executive to effectuate, any “roll over” or transfer of accrued benefits in accordance with applicable law.

Stock Options, Restricted Stock and Restricted Stock Units. Executive will receive no further equity awards after the Separation Date. Executive’s equity awards, including stock options, restricted stock and restricted stock units, will cease vesting as of the Separation Date, and all of Executive’s unvested equity awards, including stock options, restricted stock and restricted stock units, will terminate as of the Separation Date. As provided for in and subject to the applicable stock option plans, Executive will have sixty (60) calendar days immediately following the Separation Date to exercise any of Executive’s vested and unexercised stock options, at which time any such stock options that have not been exercised will terminate. Executive should refer to the applicable equity award agreements and plans for additional information.

Cooperation. Executive agrees to make himself available to the Company and its officers, if necessary, for consultation on a reasonable basis from time to time as to any matters on which Executive worked while an employee of the Company. The Company acknowledges that Executive may have other full-time employment and the Company agrees that it will use its reasonable efforts to minimize the amount of time that any such consultation shall require of Executive. Executive further agrees not to testify for, appear on behalf of, or otherwise assist in any way any individual, company, or agency in any claim against the Company by private third parties, unless and only pursuant to a lawful subpoena issued to Executive. Except as provided in Section 12, Executive also agrees to promptly notify the Company upon receipt of any notice or contact (including whether written or oral, and including any subpoena or deposition notice) requesting or compelling information or Executive’s testimony or requesting documents related to matters which Executive worked on while an employee of the Company, and Executive agrees to coordinate with the Company in any response thereto.

surrounding his separation, any interactions with any Company employees or directors, and, except as otherwise provided in this Agreement, any claims Executive may have had against the Company, are confidential. Executive further agrees that information about the Company’s customers or other organizations with which it does business is the exclusive property of the Company and is also confidential. Executive shall not use or disclose any such confidential information, for the benefit of himself or another, and shall treat such information as confidential, unless Executive has specific prior written authorization from the Company to use or disclose it.


7.	Compliance with Other Agreements. Executive acknowledges and agrees that he has complied and shall continue to comply with the terms of all other agreements between Executive and the Company, as modified or amended, including, but not limited to, any confidentiality agreement, non-compete agreement and/or restrictive covenants agreement.

Return of Company Property. Executive agrees to return all property belonging to the Company in his possession or under his control (including, without limitation, company identification card, laptop computer or tablet, executive demonstrator vehicle, confidential information, etc.) no later than the Separation Date. Executive also understands and agrees that, effective on the Separation Date, Executive is no longer authorized to incur any expenses or obligations or liabilities on behalf of the Company.

No Right to Give Interviews. Without the prior written consent of the Company, Executive shall not (a) give any interviews or public speeches concerning the Company, any matter that Executive participated in while an employee of the Company, or any past or present employee of the Company, or in relation to any matter concerning the Company occurring after the Separation Date or (b) directly or indirectly, prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions, or other creations concerning the Company or concerning any person whom any member of the public might associate with the Company.


10.	Non-Disparagement. Executive agrees not to undertake any disparaging conduct directed at the Company and to refrain from making any negative or derogatory statements concerning the Company. Executive waives any privilege or qualified privilege that may apply to any such communication.


11.	Non-Solicitation/No-Hire/Non-Competition.

(a)

Except where such agreement is prohibited by applicable law, Executive agrees that, for a period of twelve (12) months immediately following the Separation Date, Executive shall not, directly or indirectly: (i) employ, or knowingly permit any company or business directly or indirectly controlled by him/her to employ, any person who was employed by the Company or any subsidiary or affiliate of the Company within the six-month period prior to and including the Separation Date, or in any manner seek to induce any such person to leave his/her employment; (ii) knowingly solicit or induce, through the use of confidential information, any customers of the Company who/which were customers at any time during Executive’s relationship with the Company to patronize any business directly or indirectly in competition with the businesses conducted by the Company or any subsidiary or affiliate of the Company; (iii) request or advise any person who is a customer or vendor of the Company or any subsidiary or affiliate of the Company or its successors to withdraw, curtail or cancel any such customer’s or vendor’s business with any such entity; and/or (iv) violate any non-competition covenant with the Company, as if such covenants had remained in effect through such period.

(b)

Without limiting the generality of this Agreement, the severance pay and severance benefits set forth in Section 2 of this Agreement shall immediately cease (provided that Executive shall be entitled to receive and retain at least one thousand dollars ($1,000) of severance payments and benefits) and not be resumed in the event that Executive is in material breach of the restrictive covenants set forth in this Agreement or in any other restrictive covenant agreement with the Company (collectively, the “Restrictive Covenants”).

12.

Permitted Disclosures. Pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement Executive has with the Company shall prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.

13.

Full General Release of Claims. Except as provided in this Section 13, Executive, for himself and for his heirs, successors, assigns, and all other persons claiming through Executive, irrevocably and unconditionally releases and forever discharges the Company, together with each of its past present and future owners, parents, subsidiaries and affiliates, and all of their predecessors, successors, assigns, officers, directors, and employees and each of their respective subsidiaries, affiliates, estates, predecessors, successors and assigns, from any and all claims, complaints, liabilities, obligations, promises, agreements, damages, causes of action, costs, losses, debts and expenses of every kind, in law or in equity, whether known or unknown, foreseen or unforeseen, from the beginning of time to the date Executive executes this Agreement, as applicable, including any and all claims in connection with Executive’s employment with the Company, including without limitation, those claims arising from or relating to Executive’s separation from the Company. Except as provided in this Section 13, this general release is a full and final bar to any claims Executive may have against the Company, including, without limitation, any claims arising from or relating to:


(a)	Executive’s pay, bonuses, vacation, or any other employee benefits, and other terms and conditions of employment or employment practices of the Company;


(b)	stock options, restricted stock, restricted stock units or other equity or equity-based awards, whether pursuant to a stock option plan, agreement or otherwise (except as expressly provided in Section 4 above with respect to unvested stock options, or with respect to outstanding vested equity awards as of the date hereof);


(c)	any claims for punitive, compensatory, and/or retaliatory discharge damages; back and/or front pay claims and fringe benefits; or payment of any attorneys’ fees for Executive;

(d)

the Civil Rights Acts of 1866, 1871, and 1991; Title VII of the Civil Right Act of 1964; 42 U.S.C. §1981; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act; the Rehabilitation Act; the Americans with Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Age Discrimination in Employment Act; the Older Worker Benefits Protection Act; the Occupational Safety and Health Act; the Family and Medical Leave Act; the Florida Civil Rights Act (as any of these laws may have been amended); or any other federal, state, or local labor, employment, or anti-discrimination laws; and/or

(e)

to the extent permitted by applicable law, based on any contract, tort, federal, state, or local “whistleblower” or retaliation claims, personal injury, or wrongful discharge theory; provided, however, that nothing in this Section 13 shall be deemed to release or impair (i) any rights under the terms of this Agreement, (ii) any vested rights under Company benefit plans and any rights under COBRA, (iii) any rights to outstanding vested equity awards as provided in Section 4 above, under applicable equity plans and equity award agreements, (iv) any and all rights to

indemnification, advancement or reimbursement of expenses, and insurance coverage available to Executive as an officer, director or employee of the Company or any Company subsidiary (including the Company’s director and officer insurance coverage), including without limitation under the Company’s or any Company subsidiary’s charter and by-laws and under applicable corporate law (including without limitation to the maximum extent permitted under the Delaware General Corporation Law), or (v) any rights that cannot be waived under applicable law, such as the right to make a claim for unemployment or workers’ compensation benefits.

14.

Time to Consider/Revocation Period. Notwithstanding anything in this Agreement to the contrary, Executive must execute this Agreement on or within forty-five (45) calendar days following the Separation Date in order to be entitled to the payments and benefits in Sections 2, 4 and 11 of this Agreement (other than COBRA at Executive’s own expense). Executive will have the right to revoke Executive’s execution of this Agreement within seven (7) calendar days following the date Executive executes this Agreement. If Executive does not advise the Company in writing within the revocation period of Executive’s intent to revoke Executive’s execution of this Agreement, Executive’s execution of this Agreement will become effective and enforceable upon the expiration of the seven (7) days. If Executive does not execute this Agreement on or within forty-five (45) calendar days following the Separation Date, or Executive revokes Executive’s execution, the Company shall have no obligation to provide Executive with the payments and benefits set forth in Sections 2, 4 and 11 above (other than COBRA at Executive’s own expense).

15.

Voluntary Action. Executive acknowledges that he has read each section of this Agreement and understands his rights and obligations, and that the Company has advised Executive to consult with an attorney of Executive’s choosing prior to executing this Agreement. Executive further acknowledges and agrees that: (a) this Agreement is written in a manner understandable to Executive; (b) this Agreement is granted in exchange for consideration which is in addition to anything of value to which Executive is otherwise entitled; (c) Executive has been given a reasonable opportunity to consider and review this Agreement; (d) Executive has had an opportunity to review this Agreement and, and, specifically, the release in Section 13 of this Agreement, with an attorney of Executive’s choosing prior to executing this Agreement; (e) Executive may challenge the validity of Executive’s waiver in this Agreement of Executive’s rights under the Age Discrimination in Employment Act and the Older Worker Benefits Protection Act; and (f) Executive’s signature on this Agreement is knowing and voluntary.


16.	Miscellaneous.

(a)

Entire Agreement. Except as otherwise provided in this Section 16(a), this Agreement contains the entire agreement between Executive and the Company relating to the subject matter hereof, and all prior agreements, negotiations and representations are replaced by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall limit or modify the rights of the Company or the obligations of Executive contained in any other confidentiality agreement, non-compete agreement and/or restrictive covenants previously signed by Executive, as amended, modified and/or supplemented, as such provisions shall survive the execution of this Agreement and Executive’s separation from the Company. This Agreement may only be changed by a written amendment signed by Executive and the Chief Executive Officer, the General Counsel, the Vice President of Human Resources, or other duly authorized officer of the Company.

(b)

No Admission. The Company and Executive agree that the payments to Executive, and the terms and conditions of said payments by the Company, are not to be construed as an admission of liability by the Company. Executive specifically agrees that the Company’s payments are not intended to be, and will not be offered in evidence or argued in any proceeding as, an admission of liability. The Company specifically disclaims any liability to Executive or to any other person or entity.


(c)	Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement will not affect any other provision of this Agreement, which shall remain in full force and effect. Nor

will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable in any respect, this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein.


(d)	Effect of Waiver. The failure of the Company at any time to require performance of any provision of this Agreement will in no manner affect the right to enforce the same.


(e)	Binding Nature. This Agreement will be binding upon the Company and Executive and will inure to the benefit of any successor or successors of the Company. This Agreement is not assignable by Executive, except in the case of death or permanent and total disability where Executive’s estate or guardian shall be entitled to receive the consideration to be paid under this Agreement.


(f)	Exclusive Venue and Jurisdiction. Subject to Section 16(m), any suit, action, or proceeding relating to this Agreement shall be brought in the state courts of Broward County, Florida or in the United States District Court for the Southern District of Florida. The Company and Executive hereby accept the exclusive jurisdiction of those courts for the purpose of any such suit, action, or proceeding.


(g)	Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.


(h)	Headings. The section headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.


(i)	Construction. The Company and Executive have jointly participated in the negotiation of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it was drafted jointly by the Company and Executive and no presumptions or burdens of proof shall arise favoring any party by virtue of authorship of this Agreement.


(j)	Notice. Any notice, request, statement, information or other document to be given to either party by the other must be in writing and delivered as follows:



If to the Company: Vice President Human Resources AutoNation, Inc. 200 S.W. 1s^t Avenue — 14^th Floor Fort Lauderdale, FL 33301 With Copy to: General Counsel AutoNation, Inc. 200 S.W. 1s^t Avenue — 16^th Floor Fort Lauderdale, FL 33301	If to Executive: [address noted on Exhibit A]

Any party may change the address to which notices hereunder are to be sent to it by giving written notice of a change of address.


(k)	Liability for Breach. In the event that either party breaches any of the terms of this Agreement, the non-breaching party may pursue any and all remedies allowable under state and/or federal law. Depending on the interpretation of applicable law, these remedies may include monetary damages,

equitable relief, and, in the case of Executive’s breach, recoupment of the benefits described in Section 2 of this Agreement. In the event of Executive’s breach of Section 5 (“Cooperation” provision), Section 6 (“Confidential Information” provision), Section 7 (“Compliance with Other Agreements” provision), Section 8 (“Return of Company Property” provision), Section 9 (“No Right to Give Interviews” provision), Section 10 (“Non-Disparagement” provision) and/or Section 11 (“Non-Solicitation/No-Hire/Non-Competition” provision), the Company will provide written notice of such breach to Executive and Executive agrees that he will relinquish the benefits set forth in Section 2 of this Agreement, unless if such breach is curable, Executive cures such breach within 30 days’ written notice to Executive from the Company. The non-breaching party shall be entitled to an award of its reasonable attorney’s fees and costs in any litigation arising out of a breach of the terms of this Agreement.

(l)

Section 409A. The Company and Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be completed in a manner consistent with such view. The Company and Executive each agree that upon the Separation Date, Executive will experience a “separation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Separation Date separation from service shall instead be paid on the first business day after the date that is six months following the Separation Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including without limitation any taxes under Section 409A), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in Executive’s income. Executive acknowledges and agrees that the Company shall not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

(m)

Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. Notwithstanding any other provision of this Agreement, any dispute hereunder shall be resolved pursuant to arbitration in accordance with the most recent arbitration agreement in effect between Executive and the Company, except that the Company or Executive may pursue equitable relief in a court of law.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the Company and Executive have executed this Separation Agreement and General Release of All Claims as of January 7, 2019.

– I HEREBY ACCEPT AND AGREE TO ABIDE BY THIS AGREEMENT –



AutoNation, Inc. /s/ Coleman Edmunds Coleman Edmunds Executive Vice President and General Counsel Date: January 17, 2019	/s/ Lance E. Iserman Lance E. Iserman Date: January 17, 2019

Exhibit 10.32

SEPARATION AGREEMENT
AND GENERAL RELEASE OF ALL CLAIMS

This Separation Agreement and General Release of All Claims (the “Agreement”) is entered into and effective as of January 31, 2019, subject to the terms and conditions set forth herein, by and between Dennis Berger (“Executive”) and AutoNation, Inc. (“AutoNation” or “Company”) relating to Executive’s employment with and separation from the Company. When used herein, the term “Company” includes each and every officer, director, employee, agent, parent corporation(s), subsidiary corporation(s), wholly owned companies, affiliate(s) and division(s), their successors, assigns, beneficiaries, servants, legal representatives, insurers and heirs.

Separation Date and Terms. As of January 31, 2019, Executive resigned from his position as Executive Vice President and Chief Human Resources Officer (the “Separation Date”), at which time Executive’s employment with the Company and in any and all other positions with the Company that Executive held terminated (including, but not limited to, as an officer or director of any subsidiary of the Company, and being a member on any committees). On the next regularly scheduled payroll date following the Separation Date, the Company will pay to Executive: (a) all wages earned through the Separation Date and (b) any accrued and unused vacation as of the Separation Date paid in accordance with the applicable Company policy. Except as set forth herein, Executive acknowledges that the Company owes no other bonuses, commissions, wages, vacation pay, sick pay, or benefits to Executive as of the Separation Date.

(a)

Severance Payment. To pay Executive severance pay in the total gross amount of $1,378,640.73 less applicable taxes and other withholdings and authorized or required deductions. The severance pay will be disbursed in an initial installment of $139,057 (less withholdings and deductions) and 35 installments of $35,416.68 (less withholdings and deductions) in accordance with the Company’s normal payroll schedule. The first installment will be disbursed on the Company’s first payroll date following the Effective Date. The remaining installments will be disbursed on a consecutive semi-monthly basis following payment of the first installment.

(b)

(c)

COBRA Severance Payment. To pay to Executive an additional severance payment equal to the cost of health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), grossed up for taxes, based on current health, dental and vision elections for a seven (7) month period. This additional severance payment will be disbursed to Executive in one lump-sum no later than the Company’s first payroll administratively feasible following the Effective Date. This additional severance payment will be subject to applicable taxes and withholdings.


(d)	Reimbursement of Certain Expenses. The Company shall reimburse Executive for lease termination and moving expenses up to $25,000 (less withholdings and deductions), relating to the termination of his lease in, and moving out of, Fort Lauderdale, Florida.

(e)

Other Benefits. Executive’s participation in the Company’s group medical and dental programs will cease on December 31, 2019. As of this date, Executive will be responsible for paying Executive’s entire monthly COBRA premiums. Executive must elect to receive COBRA if Executive wants continuation coverage under the Company’s group health benefits programs. Executive’s right to COBRA and the time for electing COBRA and making the required COBRA payments will be explained in a separate COBRA notice package, which will be provided to Executive within the timeframe required by applicable law. As of the Separation Date, other than the benefits set forth in Section 3 and 4 of this Agreement, Executive is no longer eligible to participate in any other benefit programs offered by the Company, including, but not limited to, vacation and the 401(k) plan. If Executive participated in the AutoNation Deferred Compensation Plan, Executive will be entitled to a payout of Executive’s account balances in such plan in accordance with Executive’s election and the terms of the plan. The Company shall provide Executive with any and all reasonably available documents relative to Executive’s accrued benefits upon written request by Executive. Additionally, the Company (or an authorized representative thereof) shall execute any and all necessary documents to effectuate, or enable the Executive to effectuate, any “roll over” or transfer of accrued benefits in accordance with applicable law.

Restricted Stock Units. Executive will receive no further equity awards after the Separation Date. Executive’s equity awards, including restricted stock units and performance restricted stock units, will cease vesting as of the Separation Date, and all of Executive’s unvested equity awards, including restricted stock units and performance restricted stock units, will terminate as of the Separation Date; except that, Executive shall be treated as “retirement” eligible as of the Separation Date solely as to the award of 22,021 restricted stock units granted on April 2, 2018. Executive should refer to the applicable equity award agreements and plans for additional information, including as to “retirement” treatment.

Confidential Information. Executive agrees that the records, information, files, lists, operations data, and other materials of the Company that Executive created, used, or had access to during his employment with the Company belong exclusively to the Company and are confidential. Executive further agrees that information or records relating to his employment with the Company, including any circumstances surrounding his separation, any interactions with any Company employees or directors, and, except as otherwise provided in this Agreement, any claims Executive may have had against the Company, are

confidential. Executive further agrees that information about the Company’s customers or other organizations with which it does business is the exclusive property of the Company and is also confidential. Executive shall not use or disclose any such confidential information, for the benefit of himself or another, and shall treat such information as confidential, unless Executive has specific prior written authorization from the Company to use or disclose it.


7.	Compliance with Other Agreements. Executive acknowledges and agrees that he has complied and shall continue to comply with the terms of all other agreements between Executive and the Company, as modified or amended, including, but not limited to, any confidentiality agreement, non-compete agreement and/or restrictive covenants agreement.


10.	Non-Disparagement. Executive agrees not to undertake any disparaging conduct directed at the Company and to refrain from making any negative or derogatory statements concerning the Company. Executive waives any privilege or qualified privilege that may apply to any such communication.


11.	Non-Solicitation/No-Hire/Non-Competition.

(a)

(b)

Without limiting the generality of this Agreement, the severance pay and severance benefits set forth in Section 2 of this Agreement shall immediately cease (provided that Executive shall be entitled to receive and retain at least one thousand dollars ($1,000) of severance payments and benefits) and not be resumed in the event that Executive (i) is in material breach of the restrictive covenants set forth in this Agreement or in any other restrictive covenant agreement with the Company (collectively, the “Restrictive Covenants”) or (ii) would be in material breach of the Restrictive Covenants had such Restrictive Covenants been in effect through the eighteen (18)-month period following the Separation Date.

12.

13.


(a)	Executive’s pay, bonuses, vacation, or any other employee benefits, and other terms and conditions of employment or employment practices of the Company;


(b)	restricted stock units, performance restricted stock units or other equity or equity-based awards (except as expressly provided in Section 4 above);


(c)	any claims for punitive, compensatory, and/or retaliatory discharge damages; back and/or front pay claims and fringe benefits; or payment of any attorneys’ fees for Executive;

(d)

(e)

(including the Company’s director and officer insurance coverage), including without limitation under the Company’s or any Company subsidiary’s charter and by-laws and under applicable corporate law (including without limitation to the maximum extent permitted under the Delaware General Corporation Law), or (v) any rights that cannot be waived under applicable law, such as the right to make a claim for unemployment or workers’ compensation benefits.

14.

15.


16.	Miscellaneous.

(a)

(b)

(c)

Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement will not affect any other provision of this Agreement, which shall remain in full force and effect. Nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained

in this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable in any respect, this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein.


(d)	Effect of Waiver. The failure of the Company at any time to require performance of any provision of this Agreement will in no manner affect the right to enforce the same.


(e)	Binding Nature. This Agreement will be binding upon the Company and Executive and will inure to the benefit of any successor or successors of the Company. This Agreement is not assignable by Executive, except in the case of death or permanent and total disability where Executive’s estate or guardian shall be entitled to receive the consideration to be paid under this Agreement.


(f)	Exclusive Venue and Jurisdiction. Subject to Section 16(m), any suit, action, or proceeding relating to this Agreement shall be brought in the state courts of Broward County, Florida or in the United States District Court for the Southern District of Florida. The Company and Executive hereby accept the exclusive jurisdiction of those courts for the purpose of any such suit, action, or proceeding.


(g)	Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.


(h)	Headings. The section headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.


(i)	Construction. The Company and Executive have jointly participated in the negotiation of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if it was drafted jointly by the Company and Executive and no presumptions or burdens of proof shall arise favoring any party by virtue of authorship of this Agreement.


(j)	Notice. Any notice, request, statement, information or other document to be given to either party by the other must be in writing and delivered as follows:



If to the Company: General Counsel AutoNation, Inc. 200 S.W. 1st Avenue — 16^th Floor Fort Lauderdale, FL 33301	If to Executive: [address noted on Exhibit A]

Any party may change the address to which notices hereunder are to be sent to it by giving written notice of a change of address.

(k)

Liability for Breach. In the event that either party breaches any of the terms of this Agreement, the non-breaching party may pursue any and all remedies allowable under state and/or federal law. Depending on the interpretation of applicable law, these remedies may include monetary damages, equitable relief, and, in the case of Executive’s breach, recoupment of the benefits described in Section 2 of this Agreement. In the event of Executive’s breach of Section 5 (“Cooperation” provision), Section 6 (“Confidential Information” provision), Section 7 (“Compliance with Other Agreements” provision), Section 8 (“Return of Company Property” provision), Section 9 (“No Right to Give Interviews” provision), Section 10 (“Non-Disparagement” provision) and/or Section 11 (“Non-Solicitation/No-Hire/Non-Competition” provision), the Company will provide written notice of such breach to Executive and Executive agrees that he will relinquish the benefits set forth in Section 2 of this Agreement, unless if such breach is curable, Executive cures such breach within 30 days’ written notice to Executive from the Company. The non-breaching party shall be

entitled to an award of its reasonable attorney’s fees and costs in any litigation arising out of a breach of the terms of this Agreement.

(l)

(m)

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the Company and Executive have executed this Separation Agreement and General Release of All Claims as of January 31, 2019.

– I HEREBY ACCEPT AND AGREE TO ABIDE BY THIS AGREEMENT –



AutoNation, Inc. /s/Coleman Edmunds Coleman Edmunds Executive Vice President and General Counsel Date: January 31, 2019	/s/ Dennis Berger Dennis Berger Date: January 31, 2019

Exhibit 21.1



Legal Entity	Current DBA(s)	State of Organization
7 Rod Real Estate North, A Limited Liability Company		Wyoming
7 Rod Real Estate South, A Limited Liability Company		Wyoming
Abraham Chevrolet-Miami, Inc.	AutoNation Chevrolet Coral Gables	Delaware
Abraham Chevrolet-Tampa, Inc.		Delaware
ACER Fiduciary, Inc.		Delaware
ACP Auto Parts, LLC	AutoNation Parts Warehouse Las Vegas	Delaware
ACP Holding Corp.		Delaware
AL F-L Motors, LLC	AutoNation Ford Auburn; AutoNation Lincoln Auburn	Delaware
AL Fort Payne Motors, LLC		Delaware
Albert Berry Motors, Inc.		Texas
Allen Samuels Chevrolet of Corpus Christi, Inc.	AutoNation Chevrolet North Corpus Christi; AutoNation Collision Center North Corpus Christi	Texas
Allen Samuels Chevrolet of Waco, Inc.	AutoNation Chevrolet Waco; Mercedes-Benz of Waco; AutoNation Collision Center Waco	Texas
Allison Bavarian	BMW of Mountain View	California
Allison Bavarian Holding, LLC		Delaware
All-State Rent A Car, Inc.		Nevada
American Way Motors, Inc.	AutoNation Honda 385	Tennessee
AN AutoParts, Inc.	OEM Auto Parts and Accessories; Autopartsrunners	Delaware
AN Cadillac of WPB, LLC	AutoNation Cadillac West Palm Beach	Delaware
AN Central Region Management, LLC		Delaware
AN Chevrolet - Arrowhead, Inc.	AutoNation Chevrolet Arrowhead	Delaware
AN CJ Valencia, Inc.		Delaware
AN Collision Center FTL South, Inc.	AutoNation Collision Center Fort Lauderdale South	Delaware
AN Collision Center of Addison, Inc.	AutoNation Collision Center Addison	Delaware
AN Collision Center of Las Vegas, Inc.	AutoNation Collision Center Las Vegas	Nevada
AN Collision Center of North Houston, Inc.	AutoNation Collision Center North Houston	Delaware
AN Collision Center of Sarasota, Inc.		Florida
AN Collision Center of Tempe, Inc.	AutoNation Collision Center Tempe	Delaware
AN Corporate Management Payroll Corp.		Delaware
AN Corpus Christi GP, LLC		Delaware
AN Corpus Christi Imports Adv. GP, LLC		Delaware
AN Corpus Christi Imports Adv., LP		Texas
AN Corpus Christi Imports GP, LLC		Delaware
AN Corpus Christi Imports II GP, LLC		Delaware
AN Corpus Christi Imports II, LP		Texas
AN Corpus Christi Imports, LP		Texas
AN Corpus Christi Motors, Inc.	AutoNation Hyundai Corpus Christi	Delaware
AN Corpus Christi T. Imports GP, LLC		Delaware
AN Corpus Christi T. Imports, LP	AutoNation Toyota Corpus Christi	Texas
AN County Line Ford, Inc.	AutoNation Ford Burleson	Texas
AN Dealership Holding Corp.		Florida



Legal Entity	Current DBA(s)	State of Organization
AN F. Imports of Atlanta, LLC		Delaware
AN F. Imports of Hawthorne Holding, LLC		Delaware
AN F. Imports of Hawthorne, LLC		Delaware
AN F. Imports of North Denver, LLC	AutoNation Alfa Romeo and FIAT North Denver	Delaware
AN F. Imports of North Phoenix, Inc.		Delaware
AN F. Imports of Roseville Holding, LLC		Delaware
AN F. Imports of Roseville, Inc.		Delaware
AN Fort Myers Imports, LLC	AutoNation Toyota Fort Myers; AutoNation Collision Center Fort Myers	Delaware
AN Fremont Luxury Imports, Inc.	BMW of Fremont; AutoNation Collision Center Fremont	Delaware
AN H. Imports of Atlanta, LLC	AutoNation Hyundai Mall of Georgia	Delaware
AN Imports of Ft. Lauderdale, Inc.	Land Rover Fort Lauderdale; Jaguar Fort Lauderdale	Delaware
AN Imports of Seattle, Inc.		Delaware
AN Imports of Spokane, Inc.	AutoNation Honda Spokane Valley	Delaware
AN Imports of Stevens Creek Holding, LLC		Delaware
AN Imports of Stevens Creek, Inc.	MINI of Stevens Creek	Delaware
AN Imports on Weston Road, Inc.	AutoNation Toyota Weston	Florida
AN Luxury Imports GP, LLC		Delaware
AN Luxury Imports Holding, LLC		Delaware
AN Luxury Imports of Coconut Creek, Inc.	Mercedes-Benz of Coconut Creek; smart center of Coconut Creek	Delaware
AN Luxury Imports of Marietta, LLC	Mercedes-Benz of Marietta	Delaware
AN Luxury Imports of Palm Beach, Inc.	Mercedes-Benz of Delray	Delaware
AN Luxury Imports of Pembroke Pines, Inc.	Mercedes-Benz of Pembroke Pines	Delaware
AN Luxury Imports of Phoenix, Inc.	Audi Peoria	Delaware
AN Luxury Imports of San Diego, Inc.	BMW Encinitas	Delaware
AN Luxury Imports of Sanford, LLC	Mercedes-Benz of North Orlando	Delaware
AN Luxury Imports of Sarasota, Inc.	Mercedes-Benz of Sarasota; smart center Sarasota	Delaware
AN Luxury Imports of Spokane, Inc.	AutoNation Acura Spokane Valley	Delaware
AN Luxury Imports of Tucson, Inc.	BMW of Tucson	Delaware
AN Luxury Imports, Ltd.	BMW of Dallas; MINI of Dallas	Texas
AN Motors of Brooksville, Inc.	AutoNation Ford Brooksville; AutoNation Collision Center Brooksville	Florida
AN Motors of Dallas, Inc.		Delaware
AN Motors of Delray Beach, Inc.		Delaware
AN Motors of Ft. Lauderdale, Inc.		Florida
AN Motors of Memphis, Inc.	AutoNation GMC Mendenhall	Tennessee
AN Motors of Pembroke, LLC	AutoNation Chevrolet Pembroke Pines; AutoNation Collision Center Pembroke Pines	Delaware
AN Motors of Scottsdale, LLC	AutoNation Ford Scottsdale; AutoNation Collision Center North Scottsdale	Delaware
AN Motors on Federal Highway, LLC		Delaware
AN Motors on South Padre, LP	AutoNation Chevrolet South Corpus Christi; AutoNation Cadillac Corpus Christi; AutoNation Buick GMC Corpus Christi	Texas



Legal Entity	Current DBA(s)	State of Organization
AN North Phoenix Collision, Inc.	AutoNation Collision Center North Phoenix	Delaware
AN Pontiac GMC Houston North GP, LLC		Delaware
AN Pontiac GMC Houston North, LP		Texas
AN San Jose Luxury Imports Holdings, LLC		Delaware
AN San Jose Luxury Imports, Inc.	Mercedes-Benz of Stevens Creek; AutoNation Volvo Cars San Jose; AutoNation Collision Center Stevens Creek	California
AN Seattle Motors, Inc.		Delaware
AN Subaru Motors, Inc.	AutoNation Subaru Scottsdale	Delaware
AN T. Imports of Atlanta, LLC	AutoNation Toyota Mall of Georgia; AutoNation Collision Center Mall of Georgia	Delaware
AN Texas Region Management, Ltd.	AutoNation Shared Service Center	Texas
AN Tucson Imports, LLC		Delaware
AN Valencia Auto Imports, Inc.	MINI of Valencia	Delaware
AN Western Region Management, LLC		Delaware
AN/CF Acquisition Corp.	AutoNation Ford Littleton; AutoNation Collision Center Littleton	Delaware
AN/KPBG Motors, Inc.		Washington
AN/MF Acquisition Corp.		Delaware
AN/MNI Acquisition Corp.	AutoNation Nissan Memphis	Delaware
AN/PF Acquisition Corp.	AutoNation Ford Bellevue	Delaware
ANUSA Holding, LLC		Delaware
Appleway Chevrolet, Inc.	AutoNation Chevrolet Spokane Valley; AutoNation Subaru Spokane Valley; AutoNation Toyota Spokane Valley; AutoNation Volkswagen Spokane; Audi Spokane; Jaguar Spokane; Land Rover Spokane; AutoNation Collision Center Spokane; AutoNation Parts Center; AutoNation Towing Spokane	Washington
ASE Motors Holding Corp.		Texas
Auto Car Holding, LLC		Delaware
Auto Car, Inc.	AutoNation Honda Roseville; AutoNation Collision Center Sacramento	California
Auto Company 2016-13, Inc.		Delaware
Auto Company 2016-15, Inc.		Delaware
Auto Company 2016-16, Inc.		Delaware
Auto Company 2016-17, Inc.		Delaware
Auto Company 2016-18, Inc.		Delaware
Auto Company 2016-19, Inc.		Delaware
Auto Company 2016-20, Inc.		Delaware
Auto Company 2017-01, Inc.		Delaware
Auto Company 2017-02, Inc.		Delaware
Auto Company 2017-03, Inc.		Delaware
Auto Company 2017-04, Inc.		Delaware
Auto Company 2017-05, Inc.		Delaware
Auto Company 2017-06, Inc.		Delaware
Auto Company 2017-07, Inc.		Delaware
Auto Company 2017-08, Inc.		Delaware



Legal Entity	Current DBA(s)	State of Organization
Auto Company 2017-09, Inc.		Delaware
Auto Company 2017-10, Inc.		Delaware
Auto Company IX, Inc.		Delaware
Auto Company VI, Inc.	Audi Plano	Delaware
Auto Company VII, Inc.	Porsche Plano	Delaware
Auto Company VIII, Inc.		Delaware
Auto Company XI, Inc.	AutoNation Chrysler Dodge Jeep Ram Spring	Delaware
Auto Company XII, Inc.		Delaware
Auto Company XIII, Inc.	AutoNation Honda Chandler	Delaware
Auto Company XIV, Inc.	AutoNation Hyundai Tempe	Delaware
Auto Company XIX, Inc.	Porsche Irvine	Delaware
Auto Company XVII, Inc.	AutoNation Chrysler Dodge Jeep Ram Mobile	Delaware
Auto Company XXI, Inc.	Audi Bellevue; AutoNation Volvo Cars Bellevue; Mercedes-Benz of Bellevue; Porsche Bellevue	Delaware
Auto Company XXII, Inc.	Mercedes-Benz of San Jose; smart Center San Jose	Delaware
Auto Company XXIII, Inc.	AutoNation Chrysler Dodge Jeep Ram Valencia	Delaware
Auto Company XXV, Inc.	Mercedes-Benz of Reno	Delaware
Auto Company XXVII, Inc.	BMW of Delray Beach	Delaware
Auto Company XXVIII, Inc.		Delaware
Auto Dealership 2016-1, LLC		Delaware
Auto Dealership 2016-10, LLC		Delaware
Auto Dealership 2016-2, LLC		Delaware
Auto Dealership 2016-4, LLC		Delaware
Auto Dealership 2016-5, LLC		Delaware
Auto Dealership 2016-6, LLC		Delaware
Auto Dealership 2016-7, LLC		Delaware
Auto Dealership 2016-9, LLC		Delaware
Auto Dealership 2017-01, LLC		Delaware
Auto Dealership 2017-03, LLC		Delaware
Auto Dealership 2017-04, LLC		Delaware
Auto Dealership 2017-05, LLC		Delaware
Auto Dealership 2017-06, LLC		Delaware
Auto Dealership 2017-07, LLC		Delaware
Auto Dealership 2017-08, LLC		Delaware
Auto Dealership 2017-09, LLC		Delaware
Auto Dealership 2017-10, LLC		Delaware
Auto Dealership 2017-11, LLC		Delaware
Auto Dealership 2017-12, LLC		Delaware
Auto Dealership 2017-13, LLC		Delaware
Auto Dealership 2017-14, LLC		Delaware
Auto Dealership 2017-15, LLC		Delaware
Auto Dealership 2017-16, LLC		Delaware
Auto Dealership 2017-17, LLC		Delaware
Auto Dealership 2017-18, LLC		Delaware



Legal Entity	Current DBA(s)	State of Organization
Auto Dealership 2017-19, LLC		Delaware
Auto Dealership 2017-20, LLC		Delaware
Auto Dealership 2017-21, LLC		Delaware
Auto Dealership 2017-22, LLC		Delaware
Auto Dealership 2017-23, LLC		Delaware
Auto Dealership 2017-24, LLC		Delaware
Auto Dealership 2017-25, LLC		Delaware
Auto Dealership 2017-26, LLC		Delaware
Auto Dealership 2017-27, LLC		Delaware
Auto Dealership 2017-28, LLC		Delaware
Auto Dealership 2017-29, LLC		Delaware
Auto Dealership 2017-30, LLC		Delaware
Auto Dealership III, LLC	AutoNation Honda O'Hare	Delaware
Auto Dealership IV, LLC	AutoNation Hyundai O'Hare	Delaware
Auto Dealership IX, LLC		Delaware
Auto Dealership V, LLC	Mercedes-Benz of Wesley Chapel	Delaware
Auto Dealership VI, LLC	AutoNation Volkswagen Mall of Georgia	Delaware
Auto Dealership VII, LLC		Delaware
Auto Dealership VIII, LLC		Delaware
Auto Dealership X, LLC		Delaware
Auto Dealership XXIII, LLC		Delaware
Auto Holding, LLC		Delaware
Auto Mission Holding, LLC		Delaware
Auto Mission Ltd.	AutoNation Toyota Hayward	California
Auto Motors of Englewood, LLC	AutoNation Chrysler Jeep Arapahoe	Delaware
Auto TechLabs, Inc.		Delaware
Auto West, Inc.		California
Autohaus Holdings, Inc.		Delaware
AutoNation Benefits Company, Inc.		Florida
AutoNation Cayman Insurance Company, Ltd.		Cayman Islands
AutoNation Corporate Management, LLC		Delaware
AutoNation Enterprises Incorporated		Florida
AutoNation Financial Services, LLC		Delaware
AutoNation Fort Worth Motors, Ltd.	AutoNation Chevrolet North Richland Hills	Texas
AutoNation GM GP, LLC		Delaware
AutoNation Holding Corp.		Delaware
AutoNation Imports of Katy GP, LLC		Delaware
AutoNation Imports of Katy, L.P.		Texas
AutoNation Imports of Lithia Springs, LLC	AutoNation Toyota Thornton Road	Delaware
AutoNation Imports of Longwood, Inc.	AutoNation Honda Sanford	Delaware
AutoNation Imports of Palm Beach, Inc.	Lexus of Palm Beach	Delaware
AutoNation Imports of Winter Park, Inc.	AutoNation Toyota Winter Park	Delaware
AutoNation Motors Holding Corp.		Delaware



Legal Entity	Current DBA(s)	State of Organization
AutoNation Motors of Lithia Springs, Inc.		Delaware
AutoNation North Texas Management GP, LLC		Delaware
AutoNation Orlando Venture Holdings, Inc.		Delaware
AutoNation Realty Corporation		Delaware
AutoNation Suite 101, Inc.		Delaware
AutoNation USA of Perrine, Inc.	AutoNation Nissan Kendall	Delaware
AutoNation V. Imports of Delray Beach, LLC		Delaware
AutoNation.com, Inc.	AutoNation Direct	Delaware
Bankston Auto, Inc.		Texas
Bankston Chrysler Jeep of Frisco, L.P.		Texas
Bankston CJ GP, LLC		Delaware
Bankston Ford of Frisco, Ltd. Co.	AutoNation Ford Frisco	Texas
Bankston Nissan in Irving, Inc.		Texas
Bankston Nissan Lewisville GP, LLC		Delaware
Bankston Nissan Lewisville, Ltd.	AutoNation Nissan Lewisville	Texas
Bargain Rent-A-Car	Lexus of Cerritos; Lexus Collision Center Cerritos	California
Batfish, LLC		Colorado
BBCSS, Inc.		Arizona
Beach City Chevrolet Company, Inc.		California
Beach City Holding, LLC		Delaware
Beacon Motors, Inc.	AutoNation Chevrolet Doral; AutoNation Collision Center Airport Miami	Florida
Bell Motors, LLC	AutoNation Chrysler Dodge Jeep Ram and FIAT North Phoenix	Delaware
Bellevue Automotive, Inc.	AutoNation Chrysler Dodge Jeep Ram Bellevue	Delaware
Bellevue Collision, Inc.	AutoNation Collision Center Bellevue	Delaware
Bengal Motor Company, Ltd.	AutoNation Honda Miami Lakes	Florida
Bengal Motors, Inc.		Florida
Bethesda Luxury Imports, LLC	Jaguar Bethesda; Land Rover Bethesda	Delaware
Bill Ayares Chevrolet, LLC	AutoNation Chevrolet Laurel	Delaware
Bledsoe Dodge, LLC		Delaware
Bob Townsend Ford, Inc.		Delaware
Body Shop Holding Corp.		Delaware
Brown & Brown Chevrolet - Superstition Springs, LLC	AutoNation Chevrolet Mesa	Arizona
Brown & Brown Chevrolet, Inc.	AutoNation Chevrolet Gilbert	Arizona
Brown & Brown Nissan Mesa, L.L.C.	AutoNation Nissan Chandler; AutoNation Collision Center Chandler	Arizona
Brown & Brown Nissan, Inc.	AutoNation Nissan Tempe	Arizona
Buena Park Luxury Imports, Inc.	BMW Buena Park	Delaware
Bull Motors, LLC	AutoNation Ford Miami; AutoNation Collision Center Miami North	Delaware
C. Garrett, Inc.		Colorado
CA-CC Fremont, Inc.		Delaware
Carlisle Motors, LLC	AutoNation Ford St. Petersburg; AutoNation Lincoln Clearwater; AutoNation Collision Center Gulf to Bay	Delaware



Legal Entity	Current DBA(s)	State of Organization
Carwell Holding, LLC		Delaware
Carwell, LLC	Mercedes-Benz of South Bay; Jaguar Land Rover South Bay; AutoNation Collision Center South Bay	Delaware
Centennial Automotive, LLC	AutoNation Dodge Ram Arapahoe; AutoNation Parts Center Denver	Delaware
Centennial Collision, Inc.		Delaware
Cerritos Body Works Holding, LLC		Delaware
Cerritos Body Works, Inc.		California
Champion Chevrolet Holding, LLC		Delaware
Champion Chevrolet, LLC		Delaware
Champion Ford, Inc.		Texas
Chandler Collision, Inc.	AutoNation Collision Center Chandler West	Delaware
Charlie Hillard, Inc.	AutoNation Ford Fort Worth	Texas
Charlie Thomas Chevrolet GP, LLC		Delaware
Charlie Thomas Chevrolet, Ltd.	AutoNation Chevrolet Gulf Freeway; AutoNation Mitsubishi; AutoNation Collision Center NASA	Texas
Charlie Thomas Chrysler-Plymouth, Inc.		Texas
Charlie Thomas' Courtesy Ford, Ltd.	AutoNation Ford Corpus Christi; AutoNation Collision Center Corpus Christi II	Texas
Charlie Thomas' Courtesy GP, LLC		Delaware
Charlie Thomas Courtesy Leasing, Inc.		Texas
Charlie Thomas F. GP, LLC		Delaware
Charlie Thomas Ford, Ltd.	AutoNation Ford Gulf Freeway; AutoNation Collision Center Gulfgate	Texas
Chesrown Auto, LLC		Delaware
Chesrown Chevrolet, LLC	AutoNation Chevrolet North	Delaware
Chesrown Collision Center, Inc.	AutoNation Collision Center Denver	Colorado
Chesrown Ford, Inc.		Colorado
Chevrolet World, Inc.	AutoNation Chevrolet Airport	Florida
Chuck Clancy Ford of Marietta, LLC	AutoNation Ford Marietta; AutoNation Collision Center Marietta	Delaware
CJ Valencia Holding, LLC		Delaware
Coastal Cadillac, Inc.	AutoNation Cadillac Port Richey	Florida
Consumer Car Care Corporation		Tennessee
Contemporary Cars, Inc.	Mercedes-Benz of Orlando; smart center of Orlando	Florida
Cook-Whitehead Ford, Inc.	AutoNation Ford Panama City	Florida
Corporate Properties Holding, Inc.		Delaware
Corpus Christi ANUSA, LLC	AutoNation USA Corpus Christi	Delaware
Corpus Christi Collision Center, Inc.	AutoNation Collision Center Corpus Christi	Delaware
Costa Mesa Cars Holding, LLC		Delaware
Costa Mesa Cars, Inc.	AutoNation Honda Costa Mesa; AutoNation Collision Center Costa Mesa	California
Courtesy Auto Group, Inc.		Florida



Legal Entity	Current DBA(s)	State of Organization
Courtesy Broadway, LLC		Colorado
Covington Pike Motors, Inc.	AutoNation Honda Covington Pike	Tennessee
CT Intercontinental GP, LLC		Delaware
CT Intercontinental, Ltd.	BMW of Houston North; MINI of the Woodlands	Texas
CT Motors, Inc.	AutoNation Acura Gulf Freeway	Texas
D/L Motor Company	AutoNation Honda Clearwater; AutoNation Collision Center Clearwater; AutoNation Collision Center Clearwater South	Florida
Dealership Realty Corporation		Texas
Delray Luxury Imports, Inc.		Delaware
Desert Buick-GMC Trucks, L.L.C.	AutoNation Buick GMC West Sahara	Delaware
Desert Chrysler-Plymouth, Inc.		Delaware
Desert Dodge, Inc.		Nevada
Desert GMC, L.L.C.	AutoNation Buick GMC Henderson	Delaware
Dobbs Ford of Memphis, Inc.	AutoNation Ford Wolfchase	Delaware
Dobbs Ford, Inc.	AutoNation Ford Memphis; AutoNation Collision Center Memphis	Florida
Dobbs Mobile Bay, Inc.	AutoNation Ford Mobile; AutoNation Collision Center Mobile	Alabama
Dobbs Motors of Arizona, Inc.	AutoNation Honda Tucson Auto Mall	Arizona
Don Mealey Chevrolet, Inc.	AutoNation Chevrolet West Colonial; AutoNation Collision Center West Colonial	Florida
Don Mealey Imports, Inc.	AutoNation Acura North Orlando	Florida
Don-A-Vee Jeep Eagle, Inc.		California
Driver's Mart Worldwide, Inc.		Virginia
Eastern Region Management, LLC		Delaware
Eastgate Ford, Inc.		Ohio
Ed Mullinax Ford, LLC	AutoNation Ford Amherst; AutoNation Collision Center Amherst	Delaware
Edgren Motor Company, Inc.	AutoNation Honda Fremont	California
Edgren Motor Holding, LLC		Delaware
El Monte Imports Holding, LLC		Delaware
El Monte Imports, Inc.		Delaware
El Monte Motors Holding, LLC		Delaware
El Monte Motors, Inc.		Delaware
Emich Subaru West, LLC	AutoNation Subaru West	Delaware
Empire Services Agency, Inc.		Florida
Financial Services GP, LLC		Delaware
Financial Services, Ltd.		Texas
First Team Automotive Corp.		Delaware
First Team Ford of Manatee, Ltd.	AutoNation Ford Bradenton; AutoNation Collision Center Sarasota	Florida
First Team Ford, Ltd.	AutoNation Ford Sanford	Florida
First Team Management, Inc.		Florida
Fit Kit Holding, LLC		Delaware
Fit Kit, Inc.	AutoNation Toyota Buena Park	California



Legal Entity	Current DBA(s)	State of Organization
Florida Auto Corp.		Delaware
Ford of Kirkland, Inc.		Washington
Fox Chevrolet, LLC		Delaware
Fox Motors, LLC	AutoNation Buick GMC Laurel	Delaware
Fred Oakley Motors, Inc.		Delaware
Fremont Luxury Imports Holding, LLC		Delaware
Ft. Lauderdale Nissan, Inc.		Florida
G.B. Import Sales & Service Holding, LLC		Delaware
G.B. Import Sales & Service, LLC		Delaware
GA CDJR Motors, LLC	AutoNation Chrysler Dodge Jeep Ram and FIAT Columbus; AutoNation Chrysler Dodge Jeep Ram South Columbus	Delaware
GA Columbus Imports, LLC	AutoNation Volkswagen Columbus	Delaware
GA F Imports, LLC		Delaware
GA H Imports, LLC	AutoNation Honda Columbus	Delaware
GA HY Imports, LLC	AutoNation Hyundai Columbus	Delaware
GA-CC Columbus, Inc.	AutoNation Collision Center Columbus	Delaware
Gene Evans Ford, LLC	AutoNation Ford Union City; AutoNation Lincoln Union City; AutoNation Collision Center Union City	Delaware
George Sutherlin Nissan, LLC	AutoNation Nissan Marietta	Delaware
Germantown Luxury Imports, LLC		Delaware
Gilbert ANUSA, LLC		Delaware
Gilbert Body Shop, Inc.	AutoNation Collision Center Gilbert	Delaware
Government Boulevard Motors, Inc.	AutoNation Honda at Bel Air Mall	Alabama
Gulf Management, Inc.	Lexus of Clearwater; Lexus of Tampa Bay; Lexus of Tampa Bay Collision Center	Florida
Hayward Dodge, Inc.		Delaware
Henderson ANUSA, LLC	AutoNation USA Henderson	Delaware
Henderson Collision, Inc.	AutoNation Collision Center Henderson	Delaware
Hillard Auto Group, Inc.		Texas
Hollywood Imports Limited, Inc.	AutoNation Honda Hollywood; AutoNation Collision Center Hollywood	Florida
Horizon Chevrolet, Inc.		Ohio
House of Imports Holding, LLC		Delaware
House of Imports, Inc.	House of Imports; AutoNation Collision Center Buena Park	California
Houston ANUSA, LLC	AutoNation USA Houston	Delaware
Houston Auto M. Imports Greenway, Ltd.	Mercedes-Benz of Houston Greenway	Texas
Houston Auto M. Imports North, Ltd.	Mercedes-Benz of Houston North; smart center Houston North	Texas
Houston Imports Greenway GP, LLC		Delaware
Houston Imports North GP, LLC		Delaware
HVA Imports, LLC	Audi Hunt Valley	Delaware
HVM Imports, LLC	Mercedes-Benz of Hunt Valley	Delaware
HVS Motors, LLC	AutoNation Subaru Hunt Valley	Delaware
HVVW Motors, LLC		Delaware



Legal Entity	Current DBA(s)	State of Organization
Imports on PCH, Inc.		Delaware
Irvine Body Shop, Inc.		Delaware
Irvine Imports Holding, LLC		Delaware
Irvine Imports, Inc.	AutoNation Toyota Irvine	California
Irvine Toyota/Nissan/Volvo Limited Partnership		Georgia
Jemautco, Inc.		Ohio
Jerry Gleason Chevrolet, Inc.		Illinois
Jerry Gleason Dodge, Inc.		Illinois
Jim Quinlan Chevrolet Co.	AutoNation Chevrolet South Clearwater	Delaware
JLR Luxury Imports of Fremont, Inc.		Delaware
Joe MacPherson Ford	AutoNation Ford Tustin	California
Joe MacPherson Imports No. I		California
Joe MacPherson Infiniti	AutoNation Infiniti Tustin	California
Joe MacPherson Infiniti Holding, LLC		Delaware
John M. Lance Ford, LLC	AutoNation Ford Westlake; AutoNation Collision Center Westlake	Delaware
J-R Motors Company North	AutoNation Honda 104; AutoNation Hyundai 104	Colorado
J-R Motors Company South	AutoNation Toyota Arapahoe	Colorado
JRJ Investments, Inc.	Audi Las Vegas; BMW of Henderson; BMW of Las Vegas; MINI of Las Vegas; AutoNation Volkswagen Las Vegas	Nevada
Katy ANUSA, LLC	AutoNation ANUSA Katy	Delaware
Kenyon Dodge, Inc.		Florida
King's Crown Ford, Inc.	AutoNation Ford Jacksonville	Delaware
L.P. Evans Motors WPB, Inc.	Mercedes-Benz of Miami	Florida
L.P. Evans Motors, Inc.	AutoNation Nissan Miami	Florida
Lance Children, Inc.		Ohio
Las Vegas ANUSA, LLC		Delaware
Leesburg Imports, LLC	AutoNation Honda Dulles	Delaware
Leesburg Motors, LLC	AutoNation Toyota Leesburg	Delaware
Les Marks Chevrolet, Inc.		Texas
Lew Webb's Ford, Inc.		California
Lew Webb's Irvine Nissan Holding, LLC		Delaware
Lew Webb's Irvine Nissan, Inc.		California
Lewisville Collision, Inc.	AutoNation Collision Center Lewisville	Delaware
Lewisville Imports GP, LLC		Delaware
Lewisville Imports, Ltd.	AutoNation Honda Lewisville	Texas
Lot 4 Real Estate Holdings, LLC		Delaware
Luxury Orlando Imports, Inc.	Audi South Orlando	Delaware
Luxury Woodlands Imports, Inc.	BMW of the Woodlands	Delaware
MacHoward Leasing		California
MacHoward Leasing Holding, LLC		Delaware
MacPherson Enterprises, Inc.		California
Magic Acquisition Corp.	AutoNation Ford Valencia	Delaware
Magic Acquisition Holding, LLC		Delaware



Legal Entity	Current DBA(s)	State of Organization
Maitland Luxury Imports, Inc.	Porsche Orlando	Delaware
Marks Family Dealerships, Inc.		Texas
Marks Transport, Inc.	AutoNation Toyota Gulf Freeway	Texas
MC/RII, LLC		Ohio
Mealey Holdings, Inc.		Florida
Mesa Collision, Inc.	AutoNation Collision Center Mesa	Delaware
Midway Chevrolet, Inc.		Texas
Mike Hall Chevrolet, Inc.	AutoNation Chevrolet Highway 6; AutoNation Collision Center Highway 6	Delaware
Mike Shad Chrysler Plymouth Jeep Eagle, Inc.		Florida
Mike Shad Ford, Inc.	AutoNation Ford Orange Park; AutoNation Lincoln Orange Park; AutoNation Collision Center Orange Park	Florida
Mission Blvd. Motors, Inc.		California
Mobile Motors, LLC		Delaware
Mortimer Collision, LLC	AutoNation Collision Center Baltimore	Delaware
Mr. Wheels Holding, LLC		Delaware
Mr. Wheels, Inc.	AutoNation Toyota Cerritos	California
Mullinax East, LLC	AutoNation Ford East	Delaware
Mullinax Ford North Canton, Inc.	AutoNation Ford North Canton; AutoNation Collision Center North Canton	Ohio
Mullinax Ford South, Inc.	AutoNation Ford Margate; AutoNation Collision Center Margate	Florida
Mullinax Insurance Agency		Ohio
Mullinax Used Cars, Inc.		Ohio
Naperville Imports, Inc.	Mercedes-Benz of Naperville	Delaware
Newport Beach Cars Holding, LLC		Delaware
Newport Beach Cars, LLC	Newport Auto Center; Porsche Newport Beach; Bentley Newport Beach	Delaware
Nichols Ford, Ltd.	AutoNation Ford South Fort Worth; AutoNation Collision Center Fort Worth	Texas
Nichols GP, LLC		Delaware
Nissan of Brandon, Inc.		Florida
Northpoint Chevrolet, LLC	AutoNation Chevrolet Northpoint	Delaware
Northwest Financial Group, Inc.	BMW of Bellevue	Washington
NY LNR Luxury Imports, Inc.	Jaguar Land Rover Larchmont/New Rochelle	Delaware
NY Luxury Motors of Mt. Kisco, Inc.	Land Rover Mt. Kisco	Delaware
NY MT. Kisco Luxury Imports, Inc.	BMW of Mt. Kisco	Delaware
NY Palisades Luxury Imports, Inc.		Delaware
NY White Plains Luxury Imports, Inc.	Jaguar Land Rover White Plains	Delaware
Oxnard European Motors, LLC		Delaware
Oxnard Venture Holdings, Inc.		Delaware
Payton-Wright Ford Sales, Inc.		Texas
Pembroke Motors, Inc.	AutoNation Chrysler Dodge Jeep Ram Pembroke Pines	Delaware
Peyton Cramer Automotive	AutoNation Acura South Bay	California
Peyton Cramer Automotive Holding, LLC		Delaware



Legal Entity	Current DBA(s)	State of Organization
Peyton Cramer F. Holding, LLC		Delaware
Peyton Cramer Ford	AutoNation Ford Torrance	California
Peyton Cramer Infiniti		California
Peyton Cramer Infiniti Holding, LLC		Delaware
Peyton Cramer Jaguar		California
Peyton Cramer LM Holding, LLC		Delaware
Phoenix ANUSA, LLC	AutoNation USA Phoenix	Delaware
Pierce Automotive Corporation		Arizona
Pierce, LLC	AutoNation Toyota Tempe	Delaware
Pitre Chrysler-Plymouth-Jeep of Scottsdale, Inc.		Delaware
Plains Chevrolet GP, LLC		Delaware
Plains Chevrolet, Ltd.	AutoNation Chevrolet Amarillo; AutoNation Collision Center Amarillo	Texas
Plano Collision, Inc.	AutoNation Collision Center Plano	Delaware
Port City Imports, Inc.	AutoNation Honda South Corpus Christi	Texas
Prime Auto Cosmetics, Inc.	AutoNation Reconditioning Services	Delaware
Prime Auto Resources, Inc.	AutoNation Auto Auction; AutoNation Auto Auction Orlando; AutoNation Auto Auction Houston; AutoNation Auto Auction Atlanta	California
Quality Nissan GP, LLC		Delaware
Quality Nissan, Ltd.		Texas
Quinlan Motors, Inc.		Florida
R. Coop Limited		Colorado
R.L. Buscher II, Inc.		Colorado
R.L. Buscher III, Inc.		Colorado
Real Estate Holdings, Inc.		Florida
Renton H Imports, Inc.	AutoNation Honda Renton	Delaware
Republic Resources Company		Delaware
Republic Risk Management Services, Inc.		Florida
Resources Aviation, Inc.		Florida
RI Merger Corp.		Colorado
RI/BB Acquisition Corp.	AutoNation Collision Center East Colonial; AutoNation Collision Center Kissimmee; AutoNation Collision Center Longwood; AutoNation Collision Center Winter Garden; AutoNation Collision Center Oviedo; AutoNation Collision Center North; AutoNation Collision Center Airport	Delaware
RI/BBNM Acquisition Corp.		Arizona
RI/Hollywood Nissan Acquisition Corp.	AutoNation Nissan Pembroke Pines	Delaware
RI/LLC Acquisition Corp.		Colorado
RI/RMC Acquisition GP, LLC		Delaware
RI/RMC Acquisition, Ltd.	AutoNation Chevrolet West Austin	Texas
RI/RMT Acquisition GP, LLC		Delaware
RI/RMT Acquisition, Ltd.	AutoNation Toyota South Austin; AutoNation Collision Center Austin	Texas
RI/WFI Acquisition Corporation		Delaware



Legal Entity	Current DBA(s)	State of Organization
RKR Motors, Inc.	Mercedes-Benz of Pompano	Florida
Roseville Motor Corporation	AutoNation Chrysler Dodge Jeep Ram Roseville	California
Roseville Motor Holding, LLC		Delaware
Sacramento Collision, Inc.		Delaware
Sahara Imports, Inc.	AutoNation Honda East Las Vegas	Nevada
Sahara Nissan, Inc.	AutoNation Nissan Las Vegas	Nevada
Security Insurance Agency, Inc.		Maryland
Shamrock F. Holding, LLC		Delaware
Shamrock Ford, Inc.		California
Six Jays LLC		Colorado
SMI Motors Holding, LLC		Delaware
SMI Motors, Inc.		California
South Broadway Motors, LLC	AutoNation Chrysler Jeep Broadway	Delaware
Southwest Motors of Denver, LLC	AutoNation Chrysler Dodge Jeep Ram Southwest	Delaware
Star Motors, LLC	Mercedes-Benz of Fort Lauderdale	Delaware
Steakley Chevrolet GP, LLC		Delaware
Steakley Chevrolet, Ltd.		Texas
Steeplechase Motor Company		Texas
Steve Moore Chevrolet Delray, LLC		Delaware
Steve Moore Chevrolet, LLC	AutoNation Chevrolet Greenacres; AutoNation Collision Center Greenacres	Delaware
Stevens Creek Holding, LLC		Delaware
Stevens Creek Luxury Imports Holding, LLC		Delaware
Stevens Creek Luxury Imports, Inc.	AutoNation Maserati Stevens Creek; AutoNation Alfa Romeo Stevens Creek	Delaware
Stevens Creek Motors, Inc.	AutoNation Acura Stevens Creek	California
Sunrise Nissan of Jacksonville, Inc.		Florida
Sunrise Nissan of Orange Park, Inc.		Florida
Sunset Pontiac-GMC Truck South, Inc.		Florida
Sunset Pontiac-GMC, Inc.		Michigan
Superior Nissan, Inc.		North Carolina
Sutherlin Chrysler-Plymouth Jeep-Eagle, LLC		Delaware
Sutherlin H. Imports, LLC	AutoNation Honda Thornton Road	Delaware
Sutherlin Imports, LLC	AutoNation Toyota Pinellas Park; AutoNation Collision Center Pinellas Park	Delaware
Sutherlin Nissan, LLC	AutoNation Nissan Thornton Road	Delaware
Tasha Incorporated		California
Tempe Auto Imports, Inc.		Delaware
Tempe Body Shop, Inc.	AutoNation Collision Center North Tempe	Delaware
Terry York Motor Cars Holding, LLC		Delaware
Terry York Motor Cars, Ltd.	Land Rover Encino	California
Texan Ford Sales, Ltd.	AutoNation Ford Arlington; AutoNation Collision Center Arlington	Texas
Texan Ford, Inc.	AutoNation Ford Katy; AutoNation Collision Center Katy	Texas



Legal Entity	Current DBA(s)	State of Organization
Texan Sales GP, LLC		Delaware
Texas Management Companies LP, LLC		Delaware
The Pierce Corporation II, Inc.		Arizona
Tier2 Corporation		Delaware
Tinley Park A. Imports, Inc.		Delaware
Tinley Park J. Imports, Inc.		Delaware
Tinley Park V. Imports, Inc.		Delaware
TN CDJR Motors, LLC	AutoNation Chrysler Dodge Jeep Ram and FIAT Johnson City	Delaware
TN F Imports, LLC		Delaware
Torrance Nissan Holding, LLC		Delaware
Torrance Nissan, LLC		Delaware
Tousley Ford, Inc.	AutoNation Ford White Bear Lake	Minnesota
Toyota Cerritos Limited Partnership		Georgia
Triangle Corporation		Delaware
Tucson Collision, Inc.		Delaware
T-West Sales & Service, Inc.	AutoNation Toyota Las Vegas	Nevada
TX Alliance Motors, Inc.	AutoNation Chrysler Dodge Jeep Ram North Fort Worth; AutoNation Collision Center Alliance	Texas
TX Ennis Autoplex Motors, Inc.		Texas
TX Motors of North Richland Hills, Inc.	AutoNation Chrysler Dodge Jeep Ram North Richland Hills; AutoNation Hyundai North Richland Hills; AutoNation Collision Center North Richland Hills	Delaware
TX Motors on Katy Freeway, Inc.	AutoNation Chrysler Dodge Jeep Ram Katy; AutoNation Collision Center Katy West	Texas
TX Motors on Southwest Loop, Inc.		Texas
TX West Houston Motors, Inc.	AutoNation Chrysler Dodge Jeep Ram Houston; AutoNation Collision Center Houston	Texas
TX-CC Dallas, Inc.	AutoNation Collision Center Maple	Delaware
TX-CC Galleria, Inc.	AutoNation Collision Center Galleria	Delaware
TX-CC Spring, Inc.	AutoNation Collision Center Spring	Delaware
Valencia Auto Imports Holding, LLC		Delaware
Valencia B. Imports Holding, LLC		Delaware
Valencia B. Imports, Inc.	Valencia BMW	Delaware
Valencia Dodge		California
Valencia Dodge Holding, LLC		Delaware
Valencia H. Imports Holding, LLC		Delaware
Valencia H. Imports, Inc.	AutoNation Honda Valencia	Delaware
Valley Chevrolet, LLC	AutoNation Chevrolet Timonium; AutoNation Collision Center Timonium	Delaware
Vanderbeek Motors Holding, LLC		Delaware
Vanderbeek Motors, Inc.	AutoNation Mazda Roseville; AutoNation Subaru Roseville; BMW of Roseville; AutoNation Collision Center Roseville	California
Vanderbeek Olds/GMC Truck, Inc.		California
Vanderbeek Truck Holding, LLC		Delaware



Legal Entity	Current DBA(s)	State of Organization
Village Motors, LLC	AutoNation Toyota Libertyville	Delaware
Vince Wiese Chevrolet, Inc.	AutoNation Chevrolet Valencia	Delaware
Vince Wiese Holding, LLC		Delaware
VistaCal Luxury Imports, Inc.	BMW of Vista	Delaware
W.O. Bankston Nissan, Inc.		Texas
Wallace Dodge, LLC		Delaware
Wallace Ford, LLC	AutoNation Collision Center Delray	Delaware
Wallace Lincoln-Mercury, LLC		Delaware
Wallace Nissan, LLC		Delaware
Webb Automotive Group, Inc.		California
West Colorado Motors, LLC	AutoNation Chrysler Jeep West; AutoNation Buick GMC Park Meadows; AutoNation Buick GMC West; AutoNation Subaru Arapahoe	Delaware
West Houston Luxury Imports, Inc.		Delaware
West Side Motors, Inc.	AutoNation Honda West Knoxville	Tennessee
Westgate Chevrolet GP, LLC		Delaware
Westgate Chevrolet, Ltd.	AutoNation Chevrolet West Amarillo; AutoNation Cadillac West Amarillo	Texas
Westmont A. Imports, Inc.	Audi Westmont	Delaware
Westmont B. Imports, Inc.	Laurel BMW of Westmont	Delaware
Westmont Collision, Inc.	AutoNation Collision Center Westmont	Delaware
Westmont M. Imports, Inc.	Mercedes-Benz of Westmont	Delaware
Woody Capital Investment Company II		Colorado
Woody Capital Investment Company III		Colorado
Working Man's Credit Plan, Inc.		Texas
WPB Collision, Inc.	AutoNation Collision Center West Palm Beach	Delaware

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

AutoNation, Inc.:

We consent to the incorporation by reference in the registration statements listed below of AutoNation, Inc. of our reports dated February 22, 2019, with respect to the consolidated balance sheets of AutoNation, Inc. and subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10-K of AutoNation, Inc.


•	Form S-4 Registration No. 333-41505 and 333-17915; and


•	Form S-8 Registration No. 333-216482, 333-214308, 333-195706, 333-175830, 333-170737, 333-150756, 333-143250, 333-130019, 333-81888, 333-90819, 333-56967, 333-42891, 333-29265, 333-20669, 333-19453, 033-93742, and 333-07623

Our report on the consolidated financial statements refers to a change in the Company’s method of accounting for revenues and related costs for the year ended December 31, 2018 due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), effective January 1, 2018.

/s/ KPMG LLP

Fort Lauderdale, Florida

February 22, 2019

Exhibit 31.1

CERTIFICATION

I, Michael J. Jackson, certify that:

1. I have reviewed this Annual Report on Form 10-K of AutoNation, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ MICHAEL J. JACKSON

Michael J. Jackson

Chairman, Chief Executive Officer and President

Date: February 22, 2019

Exhibit 31.2

CERTIFICATION

I, Cheryl Miller, certify that:

1. I have reviewed this Annual Report on Form 10-K of AutoNation, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ CHERYL MILLER

Cheryl Miller

Executive Vice President and Chief Financial Officer

Date: February 22, 2019

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of AutoNation, Inc. (the “Company”) for the year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Michael J. Jackson, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MICHAEL J. JACKSON

Michael J. Jackson

Chairman, Chief Executive Officer and President

February 22, 2019

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of AutoNation, Inc. (the “Company”) for the year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Cheryl Miller, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ CHERYL MILLER

Cheryl Miller

Executive Vice President and Chief Financial Officer

February 22, 2019

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