Pay vs Performance Disclosure, Table


Pay Versus Performance
									Value of initial fixed $100 investment based on:
Year	Summary Compensation Table Total for Mr. Manley(1)	Summary Compensation Table Total for Mr. Jackson(1)	Summary Compensation Table Total for Ms. Miller(1)	Compensation Actually Paid to Mr. Manley(2)	Compensation Actually Paid to Mr. Jackson(2)	Compensation Actually Paid to Ms. Miller(2)	Average Summary Compensation Table Total for Non-PEO NEOs(3)	Average Compensation Actually Paid to Non-PEO NEOs(4)	Total Shareholder Return(5)	Peer Group Total Shareholder Return(6)	Net Income (millions)(7)	Adjusted Operating Income Per Basic Share(8)
(a)	(b)	(b)	(b)	(c)	(c)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2024	$15,928,029	—	—	$22,612,761	—	—	$4,407,609	$5,550,338	$349	$186	$692	$29.97
2023	$13,588,817	—	—	$20,284,705	—	—	$4,121,198	$5,596,060	$309	$172	$1,021	$35.44
2022	$13,499,193	—	—	$12,706,450	—	—	$3,753,082	$2,390,745	$221	$123	$1,377	$35.63
2021	$8,513,663	$18,288,250	—	$8,159,065	$42,209,539	—	$5,761,104	$10,159,292	$240	$170	$1,373	$25.26
2020	—	$14,198,071	$12,362,521	—	$28,786,698	$4,112,952	$3,538,126	$5,295,383	$144	$126	$382	$11.95

Company Selected Measure Name

Adjusted operating income per basic share

Named Executive Officers, Footnote

The dollar amounts reflected in the columns labeled “(b)” are the amounts of total compensation reported for Messrs. Manley and Jackson and Ms. Miller for each corresponding year in the “Total” column of the applicable “Summary Compensation Table.”The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding any person who served as our principal executive officer, or “PEO”) in the “Total” column of the applicable “Summary Compensation Table.” The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Thomas A. Szlosek, Jeff Parent, Gianluca Camplone, and C. Coleman Edmunds, (ii) for 2023, Thomas A. Szlosek, Gianluca Camplone, C. Coleman Edmunds, Dave Koehler, Marc Cannon, and Joseph T. Lower; (iii) for 2022, Joseph T. Lower, Gianluca Camplone, Marc Cannon, C. Coleman Edmunds, and James R. Bender; (iv) for

2021, Joseph T. Lower, Marc Cannon, C. Coleman Edmunds, and James R. Bender; and (v) for 2020, Joseph T. Lower, Marc Cannon, C. Coleman Edmunds, James R. Bender, and Christopher R. Cade.

Peer Group Issuers, Footnote

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Our peer group consists of other public companies in the automotive retail market, referred to as the “Public Auto Retail Peer Group.” The Public Auto Retail Peer Group consists of Asbury Automotive Group, Inc., CarMax, Inc., Group 1 Automotive, Inc., Lithia Motors, Inc., Penske Automotive Group, Inc., and Sonic Automotive, Inc.

Adjustment To PEO Compensation, Footnote

The dollar amounts reported in the columns labeled “(c)” represent the amount of “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K and referred to as “CAP”) to Messrs. Manley and Jackson and Ms. Miller. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Manley and Jackson or Ms. Miller during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Manley’s and Jackson’s and Ms. Miller’s total compensation for each year to determine their respective CAP:


Year	Principal Executive Officer	Grant Date Fair Value of Equity Awards Granted During the Year	Fair Value at Year-End of Equity Awards Granted During the Year	Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End	Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year	Fair Value as of the End of Prior Year of Awards Cancelled During the Year	Total Adjustment to Equity Value Reflected in Compensation Paid
2024	Michael Manley	$(10,157,879)	$11,793,037	$4,928,471	$121,103	—	$6,684,732
2023	Michael Manley	$(8,315,079)	$9,070,897	$5,315,485	$624,585	—	$6,695,888
2022	Michael Manley	$(7,199,903)	$6,845,204	$(345,729)	$(92,315)	—	$(792,743)
2021	Michael Manley	$(6,699,904)	$6,345,306	—	—	—	$(354,598)
	Michael Jackson	$(9,099,956)	$13,948,969	$18,220,232	$1,939,393	(1,087,349)	$23,921,289
2020	Michael Jackson	$(7,946,117)	$12,646,506	$10,939,424	$(1,051,186)	—	$14,588,627
	Cheryl Miller	$(8,852,752)	$4,131,708	—	$(167,686)	$(3,360,839)	$(8,249,569)

Non-PEO NEO Average Total Compensation Amount

$ 4,407,609

$ 4,121,198

$ 3,753,082

$ 5,761,104

$ 3,538,126

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,550,338

5,596,060

2,390,745

10,159,292

5,295,383

Adjustment to Non-PEO NEO Compensation Footnote

The dollar amounts reported in column (e) represent the average CAP for the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for each year to determine the average CAP for such group:


Year		Grant Date Fair Value of Equity Awards Granted During the Year	Fair Value at Year-End of Equity Awards Granted During the Year	Fair Value at Vesting Date of Equity Awards Granted and Vested During the Year	Change in Fair Value of Awards Granted in Prior Years that Remain Unvested as of Year-End	Change in Fair Value as of Vesting Date of Awards Granted in Prior Years and Vested During the Year	Fair Value as of the End of Prior Year of Awards Cancelled During the Year	Total Adjustment to Equity Value Reflected in Compensation Paid





2024	Average Non-PEO NEOs	$(2,076,382)	$2,410,630	—	$815,448	$(6,967)	—	$1,142,729
2023	Average Non-PEO NEOs	$(2,582,891)	$2,159,120	$2,475(a)	$1,236,451	$691,414	$(31,707)	$1,474,862
2022	Average Non-PEO NEOs	$(2,036,536)	$1,769,634	—	$(226,814)	$(148,343)	$(720,280)	$(1,362,339)




2021	Average Non-PEO NEOs	$(3,556,044)	$4,437,291	—	$3,342,317	$174,624	—	$4,398,188





2020	Average Non-PEO NEOs	$(1,804,891)	$2,834,605	—	$778,518	$(50,975)	—	$1,757,257

Compensation Actually Paid vs. Total Shareholder Return

CAP and Cumulative TSR

The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our cumulative total shareholder return across our last five completed fiscal years.

Compensation Actually Paid vs. Net Income

CAP and Net Income

The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our net income across our last five completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure

CAP and Adjusted Operating Income per Basic Share

The following graph describes the relationship between (a) the CAP for our principal executive officers and the average CAP for our named executive officers other than our principal executive officers included in the applicable Summary Compensation Table and (b) our adjusted operating income per basic share across our last five completed fiscal years.

CAP vs. Adjusted Operating Income Per Basic Share V2.jpg

Total Shareholder Return Vs Peer Group

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

The following graph describes the relationship between (a) our cumulative total shareholder return across our last five completed fiscal years and (b) the cumulative total shareholder return for our peer group across the same period.

Tabular List, Table


Most Important Financial Performance Measures
Adjusted Operating Income Per Basic Share
Relative TSR
Return on Invested Capital

Total Shareholder Return Amount

$ 349

309

221

240

144

Peer Group Total Shareholder Return Amount

186

172

123

170

126

Net Income (Loss)

$ 692,000,000

$ 1,021,000,000

$ 1,377,000,000

$ 1,373,000,000

$ 382,000,000

Company Selected Measure Amount | $ / shares

29.97

35.44

35.63

25.26

11.95

Additional 402(v) Disclosure

Cumulative Total Shareholder Return (“TSR”) is calculated in accordance with the requirements of Item 402(v) of Regulation S-K.The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year.

Analysis of the Information Presented in the Pay Versus Performance Table

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Committee’s fundamental philosophy is to closely link executive compensation with the achievement of performance goals tied to key metrics and to create an owner-oriented culture through our executive compensation programs. The objectives of our executive compensation program are to ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to optimize business performance, deploy capital productively, and increase long-term stockholder value. While the Committee utilizes several performance measures to align executive compensation with Company performance, all of those measures are not presented in the Pay

Versus Performance table. Moreover, the Committee generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Measure:: 1

Non-GAAP Measure Description

Name

Adjusted Operating Income Per Basic Share

Adjusted operating income per basic share is calculated by dividing a measure of operating income (referred to as “Adjusted Operating Income”) by the weighted average actual basic shares outstanding during the applicable year. Adjusted Operating Income includes net income (loss) from discontinued operations and floorplan interest expense and excludes, if applicable in a given year, restructuring expenses, goodwill, franchise rights, and other asset impairment charges, certain bonus accruals, charges or credits recorded in SG&A expenses related to our deferred compensation plan, and other significant reserves, losses, or write-downs. Adjusted Operating Income is also adjusted for acquisitions, to the extent such acquisition was not already included in calculating the performance goal, and to reflect a capital charge for the repurchase of shares of our common stock. The Committee also has the authority to make, and from time to time makes, appropriate equitable adjustments to reflect the impact of unusual or infrequently occurring items.

Measure:: 2

Name

Relative TSR

Measure:: 3

Name

Return on Invested Capital

Michael Manley [Member]

PEO Total Compensation Amount

$ 15,928,029

$ 13,588,817

$ 13,499,193

$ 8,513,663

PEO Actually Paid Compensation Amount

$ 22,612,761

$ 20,284,705

$ 12,706,450

$ 8,159,065

PEO Name

Michael Manley

Michael Jackson [Member]

PEO Total Compensation Amount

$ 18,288,250

$ 14,198,071

PEO Actually Paid Compensation Amount

$ 42,209,539

$ 28,786,698

PEO Name

Michael Jackson

Cheryl Miller [Member]

PEO Total Compensation Amount

$ 12,362,521

PEO Actually Paid Compensation Amount

$ 4,112,952

PEO Name

Cheryl Miller

PEO | Michael Manley [Member]

PEO | Michael Manley [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

$ 6,684,732

$ 6,695,888

$ (792,743)

$ (354,598)

PEO | Michael Manley [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(10,157,879)

(8,315,079)

(7,199,903)

(6,699,904)

PEO | Michael Manley [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

11,793,037

9,070,897

6,845,204

6,345,306

PEO | Michael Manley [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

4,928,471

5,315,485

(345,729)

PEO | Michael Manley [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

121,103

624,585

(92,315)

PEO | Michael Jackson [Member]

PEO | Michael Jackson [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

23,921,289

$ 14,588,627

PEO | Michael Jackson [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(9,099,956)

(7,946,117)

PEO | Michael Jackson [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

13,948,969

12,646,506

PEO | Michael Jackson [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

18,220,232

10,939,424

PEO | Michael Jackson [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

1,939,393

(1,051,186)

PEO | Cheryl Miller [Member]

(1,087,349)

PEO | Cheryl Miller [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(8,249,569)

PEO | Cheryl Miller [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(8,852,752)

PEO | Cheryl Miller [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

4,131,708

PEO | Cheryl Miller [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

PEO | Cheryl Miller [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(167,686)

(3,360,839)

Non-PEO NEO

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

1,142,729

1,474,862

(1,362,339)

4,398,188

1,757,257

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(2,076,382)

(2,582,891)

(2,036,536)

(3,556,044)

(1,804,891)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,410,630

2,159,120

1,769,634

4,437,291

2,834,605

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

815,448

1,236,451

(226,814)

3,342,317

778,518

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

^[1]

2,475

^[1]

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

(6,967)

691,414

(148,343)

174,624

(50,975)