GPI 10-K Annual Report Dec. 31, 2022 | Alphaminr
GROUP 1 AUTOMOTIVE INC
ALPHAMINR

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

Balance Sheet
Cash Flow
Income Statement
Debt
GROUP 1 AUTOMOTIVE INC
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PROXIES
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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 Company 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

2.1# Purchase Agreement, dated as of September 12, 2021, by and among Group 1 Automotive, Inc., GPB Portfolio Automotive, LLC, Capstone Automotive Group, LLC, Capstone Automotive Group II, LLC, Automile Parent Holdings, LLC, Automile TY Holdings, LLC and Prime Real Estate Holdings, LLC (incorporated by reference to Exhibit 2.1 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2021) 2.2+ Share Purchase Agreement, dated November 12, 2021, by and between Group 1 Automotive, Inc., Buyer and UAB as intervening party (English translation) (incorporated by reference to Exhibit 2.1 of Group 1 Automotive Inc.s Current Report on Form 8-K (File No. 001-13461) filed November 15, 2021) 3.1 Amended and Restated Certificate of Incorporation of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 3.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015) 3.2 Certificate of Designation of SeriesA Junior Participating Preferred Stock (incorporated by reference to Exhibit3.2 of Group 1s Quarterly Report on Form10-Q (File No.001-13461) for the period ended March31, 2007) 3.3 Third Amended and Restated Bylaws of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 3.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed April 6, 2017) 4.2 Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.8 to Group 1 Automotive, Inc.s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2020) 4.3 Indenture, dated as of August 17, 2020, by and among Group 1 Automotive, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed August 17, 2020) 4.4 Form of 4.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.1, Exhibit A, of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed August 17, 2020) 10.1 Eleventh Amended and Restated Revolving Credit Agreement, dated effective as of June 27, 2019 (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed July 1, 2019) 10.2 Waiver and First Amendment to Eleventh Amended and Restated Revolving Credit Agreement dated as of March 3, 2020 among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein, the Lenders listed therein, U.S. Bank National Association, N.A., as Administrative Agent, and Comerica Bank, as Floor Plan Agent (incorporated by reference to Exhibit 10.2 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (file No. 001-13461) for the quarter ended September 30, 2020) 10.3 Second Amendment to Eleventh Amended and Restated Revolving Credit Agreement dated as of October 30, 2020 among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein, the Lenders listed therein, U.S. Bank National Association, N.A., as Administrative Agent, and Comerica Bank, as Floor Plan Agent (incorporated by reference to Exhibit 10.5 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (file No. 001-13461) for the quarter ended September 30, 2020) 10.5 Master Assignment and Acceptance Agreement, dated effective December 11, 2012, between JPMorgan Chase Bank, N.A., Comerica Bank, and Bank of America, N.A., each, an Assignor, and VW Credit, Inc., as Assignee, pursuant to the terms of the Eighth Amended and Restated Revolving Credit Agreement, dated effective as of July 1, 2011, as amended (incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2012) 10.6 Loan Facility dated as of October3, 2008 by and between Chandlers Garage Holdings Limited and BMW Financial Services (GB) Limited. (incorporated by reference to Exhibit10.2 of Group 1 Automotive, Inc.s Quarterly Report on Form10-Q (File No.001-13461) for the quarter ended September30, 2008) 10.9* Policy on Payment or Recoupment of Performance-Based Cash Bonuses and Performance-Based Stock Bonuses in the Event of Certain Restatement (incorporated by reference to the section titled Policy on Payment or Recoupment of Performance-Based Cash Bonuses and Performance-Based Stock Bonuses in the Event of Certain Restatement in Item5.02 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.13461)filed November16, 2009) 10.10* Form of Indemnification Agreement of Group 1 Automotive, Inc. (incorporated by reference to Exhibit10.1 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed November13, 2007) 10.11 Purchase Agreement, dated October 6, 2021, by and among Group 1 Automotive, Inc., BofA Securities, Inc., as representative of the Initial Purchasers listed in Schedule 1 thereto, and the guarantors listed in Schedule 2 thereto (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed October 7, 2021) 10.12* Group 1 Automotive, Inc. Deferred Compensation Plan, as Amended and Restated, effective January 1, 2021 (incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2020) 10.13* Group 1 Automotive, Inc. 2014 Long Term Incentive Plan (incorporated by reference to Appendix A to Group 1 Automotive, Inc.s definitive proxy statement on Schedule 14A filed April 10, 2014) 10.14* First Amendment to the Group 1 Automotive, Inc. 2014 Long Term Incentive Plan, effective May 13, 2020 (incorporated by reference to Exhibit 10.4 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2020) 10.15* Form of Restricted Stock Agreement with Qualified Retirement Provisions (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended June 30, 2021) 10.16* Form of Phantom Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.5 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed March 16, 2005) 10.17* Form of Phantom Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.7 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2014) 10.18* Form of Restricted Stock Agreement for Employees (incorporated by reference to Exhibit 10.5 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2014) 10.19* Form of Restricted Stock Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.34 of Group 1 Automotive, Inc.s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2018) 10.20* Form of Phantom Stock Agreement (Cash Settlement) for Non-Employee Directors (incorporated by reference to Exhibit 10.33 of Group 1 Automotive, Inc.s Annual Report on Form 10-K (File No. 001-13461 for the year ended December 31, 2018) 10.21* Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended March 31, 2019) 10.22* Employment Agreement dated effective May 19, 2015 between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.1 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015) 10.23* Amendment to Employment Agreement dated effective as of May 17, 2018 between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.2 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2018) 10.24* Second Amendment to Employment Agreement, effective as of August 24, 2022, between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.3 of Group 1 Automotive Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2022). 10.25* Non-Compete Agreement dated effective May 19, 2015 between Group 1 Automotive, Inc. and Earl J. Hesterberg (incorporated by reference to Exhibit 10.2 to Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015) 10.26* Incentive Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement dated June 6, 2011, between Group 1 Automotive, Inc. and Daryl Kenningham (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended June 30, 2020) 10.27* First Amendment to Incentive, Compensation, Confidentiality, Non-Disclosure and Non-Compete Agreement, effective as of August 24, 2022, between Group 1 Automotive, Inc. and Daryl A. Kenningham (incorporated by reference to Exhibit 10.2 of Group 1 Automotive Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2022). 10.28* Employment Agreement dated effective as of December1, 2009 between Group 1 Automotive, Inc. and Darryl M. Burman (incorporated by reference to Exhibit10.1 of Group 1 Automotive, Inc.s Current Report on Form8-K (File No.001-13461) filed November16, 2009) 10.29* Incentive Compensation and Non-Compete Agreement dated December1, 2006 between Group 1 Automotive, Inc. and Darryl M. Burman (incorporated by reference to Exhibit10.2 of Group 1 Automotive, Inc.s Current Report on Form8-K/A (File No.001-13461) filed December1, 2006) 10.30* Offer Letter, dated June 1, 2020, between Group 1 Automotive, Inc. and Daniel McHenry (incorporated by reference to Exhibit 10.3 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended June 30, 2020) 10.31* Retention, Confidentiality and Non-Compete Agreement dated August 20, 2020 between Group 1 Automotive, Inc. and Daniel McHenry (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Quarterly Report on Form 10-Q (File No. 001-13461) for the quarter ended September 30, 2020) 10.32* Transition and Separation Agreement, effective as of November 1, 2022, between Group 1 Automotive, Inc. and Frank Grese 10.33* Group 1 Automotive, Inc. Aircraft Usage Policy (incorporated by reference to Exhibit 10.49 of Group 1 Automotive, Inc.s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2020) 10.34 Third Amendment to Eleventh Amended and Restated Revolving Credit Agreement dated as of December 30, 2021 among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein, the Lenders listed therein and U.S. Bank National Association, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.45 of Group 1 Automotive, Inc.s Annual Report on Form 10-K (File No. 001-13461) for the year ended December 31, 2021) 10.35 Twelfth Amended and Restated Revolving Credit Agreement dated as of March 9, 2022, among Group 1 Automotive, Inc., the Subsidiary Borrowers listed therein, the Lenders listed therein and U.S. Bank National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.s Current Report on Form 8-K (File No. 001-13461) filed on March 10, 2022). 10.36 First Amendment to the Twelfth Amended and Restated Revolving Credit Agreement dated effective as of August 18, 2022 (incorporated by reference to Exhibit 10.1 of Group 1 Automotive Inc.s Current Report on Form 8-K (File No. 001-13461) filed August 23, 2022). 21.1 Group 1 Automotive, Inc. Subsidiary List 23.1 Consent of Deloitte & Touche LLP 31.1 Certification of Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002