AN 10-K Annual Report Dec. 31, 2022 | Alphaminr

AN 10-K Fiscal year ended Dec. 31, 2022

AUTONATION, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 Amended and Restated By-Laws of AutoNation, Inc. 8-K 001-13107 3.1 11/18/21 4.1 Indenture, dated April 14, 2010 (the 2010 Indenture), among AutoNation, Inc. andComputershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee 8-K 001-13107 4.1 4/15/10 4.2 Supplemental Indenture to 2010 Indenture, dated September 21, 2015, relating to the Companys 4.5% Senior Notes due 2025. 8-K 001-13107 4.3 9/21/15 4.3 Form of 4.5% Senior Notes due 2025 (included in Exhibit 4.2). 8-K 001-13107 4.3 9/21/15 4.4 Supplemental Indenture to 2010 Indenture, dated February 29, 2016, relating to the Companys 4.5% Senior Notes due 2025. 10-Q 001-13107 4.4 4/22/16 4.5 Supplemental Indenture to 2010 Indenture, dated July 29, 2016, relating to the Companys 4.5% Senior Notes due 2025. 10-Q 001-13107 4.4 10/28/16 4.6 Supplemental Indenture to 2010 Indenture, dated August 3, 2017, relating to the Companys 4.5% Senior Notes due 2025. 10-Q 001-13107 4.4 11/2/17 4.7 Supplemental Indenture to 2010 Indenture, dated November 10, 2017, relating to the Companys 3.5% Senior Notes due 2024. 8-K 001-13107 4.2 11/13/17 4.8 Form of 3.5% Senior Notes due 2024 (included in Exhibit 4.7). 8-K 001-13107 4.2 11/13/17 4.9 Supplemental Indenture to 2010 Indenture, dated November 10, 2017, relating to the Companys 3.8% Senior Notes due 2027. 8-K 001-13107 4.4 11/13/17 4.10 Form of 3.8% Senior Notes due 2027 (included in Exhibit 4.9). 8-K 001-13107 4.4 11/13/17 4.11 Supplemental Indenture to 2010 Indenture, dated May 22, 2020, relating to the Companys 4.75% Senior Notes due 2030. 8-K 001-13107 4.2 5/22/20 4.12 Form of 4.75% Senior Notes due 2030 (included in Exhibit 4.11). 8-K 001-13107 4.2 5/22/20 4.13 Supplemental Indenture to 2010 Indenture, dated July 29, 2021, relating to the Companys 1.95% Senior Notes due 2028 and 2.4% Senior Notes due 2031. 8-K 001-13107 4.2 7/29/21 4.14 Form of 1.95% Senior Notes due 2028 (included in Exhibit 4.13). 8-K 001-13107 4.2 7/29/21 4.15 Form of 2.4% Senior Notes due 2031 (included in Exhibit 4.13). 8-K 001-13107 4.2 7/29/21 4.16 Supplemental Indenture to 2010 Indenture, dated February 28, 2022, relating to theCompanys3.85%Senior Notesdue 2032. 8-K 001-13107 4.2 3/1/22 4.17 Form of 3.85% Senior Notes due 2032 (included in Exhibit 4.16). 8-K 001-13107 4.3 3/1/22 4.18 Description of Registrants Securities. 10-K 001-13107 4.16 2/17/22 10.1* AutoNation, Inc. Deferred Compensation Plan, as amended and restated. 10.2 AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan. 10-K 001-13107 10.17 2/28/07 10.3 Amendment to the AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan, effective as of October 26, 2010. 10-Q 001-13107 10.4 10/28/10 10.4 Amendment to the AutoNation, Inc. 2007 Non-Employee Director Stock Option Plan, effective as of February 1, 2012. 8-K 001-13107 10.2 2/2/12 10.5 AutoNation, Inc. 2014 Non-Employee Director Equity Plan (the 2014 Director Plan). 10-Q 001-13107 10.6 4/18/14 10.6 Terms of Non-Employee Director Restricted Stock Units granted under the 2014 Director Plan. 10-Q 001-13107 10.2 7/17/14 10.7 Amendment to the 2014 Director Plan, effective as of January 31, 2017. 10-Q 001-13107 10.1 4/25/17 10.8 AutoNation, Inc. 2008 Employee Equity and Incentive Plan (the 2008 Plan). 10-Q 001-13107 10.1 4/25/08 10.9 Form of Stock Option Agreement under the 2008 Plan (for grants made in 2009-2013). 10-Q 001-13107 10.4 4/24/09 10.10 Form of Stock Option Agreement under the 2008 Plan (for grants made in 2014). 8-K 001-13107 10.1 3/7/14 10.11 Form of Stock Option Agreement under the 2008 Plan for grants in 2015. 10-Q 001-13107 10.4 4/22/15 10.12 Form of Stock Option Agreement under the 2008 Plan for grants in 2016. 10-Q 001-13107 10.1 4/22/16 10.13 AutoNation, Inc. Policy Regarding Recoupment of Certain Incentive Compensation. 8-K 001-13107 10.1 2/6/15 10.14 AutoNation, Inc. 2017 Employee Equity and Incentive Plan (the 2017 Plan). 8-K 001-13107 10.1 4/21/17 10.15 Form of AutoNation, Inc. Restricted Stock Unit Award Agreement under the 2017 Plan for grants prior to November 2021. 10-Q 001-13107 10.3 8/2/17 10.16 Form of AutoNation, Inc. Restricted Stock Unit Award Agreement under the 2017 Plan for grantsinNovember 2021. 10-K 001-13107 10.16 2/17/22 10.17 Form of AutoNation, Inc. Stock Unit Awards Agreement under the 2017 Planprior to 2022. 10-Q 001-13107 10.1 5/1/18 10.18 Form of AutoNation, Inc. Retention Restricted Stock Unit Award Agreement. 10-K 001-13107 10.18 2/17/22 10.19 Form of AutoNation, Inc. Stock Unit Award Agreementunder the 2017 Planfor grants in 2022. 10-Q 001-13107 10.1 4/21/22 10.19 AutoNation, Inc. Executive Severance Plan, adopted as of April 18, 2018. 10-Q 001-13107 10.2 5/1/18 10.20 Restricted Stock Unit Award Agreement, dated as of January 13, 2020, by and between AutoNation, Inc. and Joseph T. Lower. 10-K 001-13107 10.37 2/18/20 10.21 Separation Agreement and General Release of All Claims, dated July 14, 2020, by and between AutoNation, Inc. and Cheryl Miller. 8-K 001-13107 10.2 7/14/20 10.22 Amended and Restated Employment Agreement, dated July 14, 2020, by and between AutoNation, Inc. and Michael J. Jackson. 8-K 001-13107 10.1 7/14/20 10.23 Employment Agreement, dated as of September 9, 2021, by and between AutoNation, Inc. and Michael Manley. 8-K 001-13107 10.1 9/21/21 10.24 Retirement and General Release Agreement, dated as of November 1, 2021, by and between Michael J. Jackson and AutoNation, Inc. 10-K 001-13107 10.24 2/17/22 10.25 Letter Agreement, dated as of February 10, 2022, by and between AutoNation, Inc. and Gianluca Camplone. 10-Q 001-13107 10.2 4/21/22 10.26 Restricted Stock Unit Award Agreement, dated as of March 1, 2022, by and between AutoNation, Inc. and Gianluca Camplone. 10-Q 001-13107 10.3 4/21/22 10.27 Letter Agreement, dated as of August 12, 2022, by and between AutoNation, Inc. and Lisa Esparza. 10-Q 001-13107 10.2 10/27/22 10.28 First Amendment, dated as of September 29, 2022, to the Third Amended and Restated Credit Agreement, dated March 26, 2020, by and among the Company, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other parties thereto. 10-Q 001-13107 10.1 10/27/22 10.29 Form of Commercial Paper Dealer Agreement between AutoNation, Inc., as Issuer, and the Dealer party thereto. 8-K 001-13107 10.2 3/26/20 21.1* Subsidiaries of AutoNation, Inc. 23.1* Consent of KPMG LLP. 31.1* Certification of Principal Executive Officer Pursuant to Rule13a-14(a) of the Exchange Act. 31.2* Certification of Principal Financial Officer Pursuant to Rule13a-14(a) of the Exchange Act. 32.1** Certification of Principal Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section1350. 32.2** Certification of Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section1350.