Pay Versus Performance Disclosure

In accordance with SEC rules, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company performance for the fiscal years listed below. Please refer to the CD&A for a complete description of how executive compensation relates to Company performance and how the CHR Committee makes its decisions.

									Average Summary		Average		Value of Initial Fixed $100 Investment Based On:						Adjusted
Year	Summary Compensation Table Total for Kenningham⁽¹⁾		Compensation Actually Paid to Kenningham^{(1) (2) (3)}		Summary Compensation Table Total for Hesterberg⁽¹⁾		Compensation Actually Paid to Hesterberg^{(1) (2) (3)}		Compensation Table Total for Non-CEO NEOs⁽⁴⁾		Compensation Actually Paid to Non-CEO NEOs^{(2) (3) (4)}		Total Shareholder Return		Peer Group Total Shareholder Return⁽⁵⁾		Net Income (in millions)		Net Income from Continuing Operations
(a)		(b)		(c)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2023	$	7,274,300	$	12,370,687		N/A		N/A	$	2,053,869	$	3,343,276	$	313.79	$	268.90	$	601.6	$	623.3
2022		N/A		N/A	$	8,774,685	$	8,512,251	$	2,881,512	$	2,877,697	$	184.39	$	189.75	$	751.5	$	728.7
2021		N/A		N/A	$	8,577,257	$	19,080,981	$	2,684,236	$	4,992,687	$	197.96	$	205.74	$	552.1	$	633.7
2020		N/A		N/A	$	7,298,579	$	12,911,445	$	2,657,309	$	3,543,096	$	131.93	$	146.68	$	286.5	$	333.0


⁽¹⁾	Earl Hesterberg served as CEO until 12/31/2022. Effective 1/1/2023, Daryl Kenningham was named CEO.
⁽²⁾	Deductions from, and additions to, total compensation in the 2023 Summary Compensation Table to calculate Compensation Actually Paid consist of:


⁽¹⁾	Earl Hesterberg served as CEO until 12/31/2022. Effective 1/1/2023, Daryl Kenningham was named CEO.

⁽²⁾	Deductions from, and additions to, total compensation in the 2023 Summary Compensation Table to calculate Compensation Actually Paid consist of:

	2023
	Daryl A. Kenningham		Average Non-CEO NEOs
Total Compensation from Summary Compensation	$	7,274,300	$	2,053,869
Adjustments for Pension
Adjustment for Summary Compensation Table Pension	$	0	$	0
Amount added for current year service cost	$	0	$	0
Amount added for prior service cost impacting current year	$	0	$	0
Total Adjustments for Pension	$	0	$	0
Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	$	(3,499,802)	$	(737,385)
Year-end fair value of unvested awards granted in the current year	$	6,420,975	$	1,284,874
Year-over-year difference of year-end fair values for unvested awards granted in prior years	$	2,395,423	$	684,640
Fair values at vest date for awards granted and vested in current year	$	0	$	0
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	$	(298,389)	$	38,931
Forfeitures during current year equal to prior year-end fair value	$	0	$	0
Dividends or dividend equivalents not otherwise included in the total compensation	$	78,180	$	18,348
Total Adjustments for Equity Awards	$	5,096,387	$	1,289,408
Compensation Actually Paid (as calculated)	$	12,370,687	$	3,343,276

⁽³⁾	Equity valuation assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions.

⁽⁴⁾	Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:

2023: Daniel J. McHenry, Peter C. DeLongchamps, Gillian A. Hobson, Michael D. Jones

2022: Daryl A. Kenningham, Daniel J. McHenry, Peter C. DeLongchamps, Darryl Burman

2021: Daryl A. Kenningham, Daniel J. McHenry, Frank Grese Jr., Peter C. DeLongchamps

2020: Daryl A. Kenningham, Daniel J. McHenry, John Rickel, Frank Grese Jr., Peter C. DeLongchamps

⁽⁵⁾	The peer group is comprised of Lithia Motors, Autonation, Sonic Automotive, Penske Automotive Group, and Asbury Automotive Group
⁽⁶⁾	Reconciliations for Adjusted Net Income can be found on page 130 of this proxy statement

Company Selected Measure Name

Adjusted Net Income

Named Executive Officers, Footnote [Text Block]


⁽¹⁾	Earl Hesterberg served as CEO until 12/31/2022. Effective 1/1/2023, Daryl Kenningham was named CEO.

⁽⁴⁾	Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:

2023: Daniel J. McHenry, Peter C. DeLongchamps, Gillian A. Hobson, Michael D. Jones

2022: Daryl A. Kenningham, Daniel J. McHenry, Peter C. DeLongchamps, Darryl Burman

2021: Daryl A. Kenningham, Daniel J. McHenry, Frank Grese Jr., Peter C. DeLongchamps

2020: Daryl A. Kenningham, Daniel J. McHenry, John Rickel, Frank Grese Jr., Peter C. DeLongchamps

Peer Group Issuers, Footnote [Text Block]

The peer group is comprised of Lithia Motors, Autonation, Sonic Automotive, Penske Automotive Group, and Asbury Automotive Group

Adjustment To PEO Compensation, Footnote [Text Block]

⁽²⁾	Deductions from, and additions to, total compensation in the 2023 Summary Compensation Table to calculate Compensation Actually Paid consist of:

	2023
	Daryl A. Kenningham		Average Non-CEO NEOs
Total Compensation from Summary Compensation	$	7,274,300	$	2,053,869
Adjustments for Pension
Adjustment for Summary Compensation Table Pension	$	0	$	0
Amount added for current year service cost	$	0	$	0
Amount added for prior service cost impacting current year	$	0	$	0
Total Adjustments for Pension	$	0	$	0
Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	$	(3,499,802)	$	(737,385)
Year-end fair value of unvested awards granted in the current year	$	6,420,975	$	1,284,874
Year-over-year difference of year-end fair values for unvested awards granted in prior years	$	2,395,423	$	684,640
Fair values at vest date for awards granted and vested in current year	$	0	$	0
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	$	(298,389)	$	38,931
Forfeitures during current year equal to prior year-end fair value	$	0	$	0
Dividends or dividend equivalents not otherwise included in the total compensation	$	78,180	$	18,348
Total Adjustments for Equity Awards	$	5,096,387	$	1,289,408
Compensation Actually Paid (as calculated)	$	12,370,687	$	3,343,276

Non-PEO NEO Average Total Compensation Amount

^[1]

$ 2,053,869

$ 2,881,512

$ 2,684,236

$ 2,657,309

Non-PEO NEO Average Compensation Actually Paid Amount

^[1],[2],[3]

$ 3,343,276

2,877,697

4,992,687

3,543,096

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

⁽²⁾	Deductions from, and additions to, total compensation in the 2023 Summary Compensation Table to calculate Compensation Actually Paid consist of:

	2023
	Daryl A. Kenningham		Average Non-CEO NEOs
Total Compensation from Summary Compensation	$	7,274,300	$	2,053,869
Adjustments for Pension
Adjustment for Summary Compensation Table Pension	$	0	$	0
Amount added for current year service cost	$	0	$	0
Amount added for prior service cost impacting current year	$	0	$	0
Total Adjustments for Pension	$	0	$	0
Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	$	(3,499,802)	$	(737,385)
Year-end fair value of unvested awards granted in the current year	$	6,420,975	$	1,284,874
Year-over-year difference of year-end fair values for unvested awards granted in prior years	$	2,395,423	$	684,640
Fair values at vest date for awards granted and vested in current year	$	0	$	0
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	$	(298,389)	$	38,931
Forfeitures during current year equal to prior year-end fair value	$	0	$	0
Dividends or dividend equivalents not otherwise included in the total compensation	$	78,180	$	18,348
Total Adjustments for Equity Awards	$	5,096,387	$	1,289,408
Compensation Actually Paid (as calculated)	$	12,370,687	$	3,343,276

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

TABULAR LIST OF FINANCIAL PERFORMANCE MEASURES

In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules), to our NEOs in 2023 to our performance were: