AUTONATION, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

The following discussion should be read in conjunction with Part I, including
matters set forth in the "Risk Factors" section of this Form 10-K, and our
Consolidated Financial Statements and notes thereto included in Part II, Item 8
of this Form 10-K. This section of this Form 10-K includes discussion of
year-to-year comparisons between 2022 and 2021. Discussion of year-to-year
comparisons between 2021 and 2020 can be found in "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" in Part II, Item 7
of the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2021.

Except to the extent that differences among reportable segments are material to
an understanding of our business taken as a whole, we present the discussion in
Management's Discussion and Analysis of Financial Condition and Results of
Operations on a consolidated basis.

Overview


AutoNation, Inc., through its subsidiaries, is one of the largest automotive
retailers in the United States. As of December 31, 2022, we owned and operated
343 new vehicle franchises from 247 stores located in the United States,
predominantly in major metropolitan markets in the Sunbelt region. Our stores,
which we believe include some of the most recognizable and well known in our key
markets, sell 33 different new vehicle brands. The core brands of new vehicles
that we sell, representing approximately 89{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of the new vehicles that we sold in
2022, are manufactured by Toyota (including Lexus), Honda, BMW, Ford,
Mercedes-Benz, General Motors, Stellantis, and Volkswagen (including Audi and
Porsche). As of December 31, 2022, we also owned and operated 55
AutoNation-branded collision centers, 13 AutoNation USA used vehicle stores, 4
AutoNation-branded automotive auction operations, 3 parts distribution centers,
and an auto finance company.

We offer a diversified range of automotive products and services, including new
vehicles, used vehicles, "parts and service" (also referred to as
"After-Sales"), which includes automotive repair and maintenance services as
well as wholesale parts and collision businesses, and automotive "finance and
insurance" products (also referred to as "Customer Financial Services"), which
include vehicle service and other protection products, as well as the arranging
of financing for vehicle purchases through third-party finance sources. We also
offer indirect financing on certain vehicles we sell, as well as on installment
contracts acquired by our captive finance company through third-party
independent dealers.

As of December 31, 2022, we had three reportable segments: Domestic, Import, and
Premium Luxury. Our Domestic segment is comprised of retail automotive
franchises that sell new vehicles manufactured by General Motors, Ford, and
Stellantis. Our Import segment is comprised of retail automotive franchises that
sell new vehicles manufactured primarily by Toyota, Honda, Hyundai, Subaru, and
Nissan. Our Premium Luxury segment is comprised of retail automotive franchises
that sell new vehicles manufactured primarily by Mercedes-Benz, BMW, Audi,
Lexus, and Jaguar Land Rover. The franchises in each segment also sell used
vehicles, parts and automotive repair and maintenance services, and automotive
finance and insurance products.

For the year ended December 31, 2022, new vehicle sales accounted for 44{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of our
total revenue and 26{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of our total gross profit. Used vehicle sales accounted
for 36{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of our total revenue and 11{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of our total gross profit. Our parts and
service operations, while comprising 15{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of our total revenue, contributed 36{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
of our total gross profit. Our finance and insurance sales, while comprising 5{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
of our total revenue, contributed 27{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of our total gross profit.

Market Conditions


Full-year U.S. industry new vehicle unit sales were 13.9 million in 2022, as
compared to 15.1 million in 2021, and 14.6 million in 2020. There continues to
be a shortage of available new vehicles for sale as compared to historical
inventory levels driven largely by disruptions in the manufacturers' supply
chains. Although new vehicle inventory levels for certain manufacturers improved
slightly during the second half of 2022, the demand for vehicles generally
continued to exceed supply throughout the year. This demand and supply imbalance
continues to result in higher levels of profitability for available new
vehicles. The reduced levels of total new vehicle availability is currently
expected to continue into 2023; however, there is still significant uncertainty
as to the extent to which new vehicle availability will improve, as well as
duration and/or degree of the higher levels of profitability being realized
during this time. In addition, the decline in new vehicle unit volume could
adversely impact the availability of nearly new vehicle inventory, which could
have an adverse

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impact on our used vehicle sales volume. Additionally, worsening economic
conditions could adversely impact consumer demand for vehicles.

Results of Operations


We had net income of $1.4 billion and diluted earnings per share of $24.29 in
2022, as compared to net income of $1.4 billion and diluted earnings per share
of $18.31 in 2021.

Our total gross profit increased 6{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} during 2022, driven by increases in new
vehicle gross profit of 14{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}, parts and service gross profit of 14{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}, and finance
and insurance gross profit of 4{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}, each as compared to 2021. New vehicle gross
profit benefited from an increase in gross profit per vehicle retailed ("PVR")
resulting from strong demand and historically low new vehicle inventory levels.
Parts and service results benefited primarily from increases in gross profit
from customer-pay service and the preparation of vehicles for sale. Finance and
insurance gross profit benefited from higher realized margins on vehicle
protection products and an increase in product penetration. The increases in
gross profit were partially offset by a decrease in used vehicle gross profit of
20{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} due to margin pressure as a result of a decline in used vehicle values from
historically high levels and a decrease in used vehicle unit volume.

SG&A expenses increased largely due to newly acquired and opened stores and
expenditures associated with investments in technology and strategic
initiatives. Other interest expense increased due to higher average debt
balances. Floorplan interest expense increased due to higher average interest
rates.


Net income during 2022 was adversely impacted by the recognition of an initial
credit loss expense of $25.8 million (after-tax) associated with the auto loans
receivable acquired as part of our acquisition of CIG Financial. During 2022 and
2021, net income benefited from after-tax gains related to business/property
divestitures, net of asset impairments, of $11.1 million and $10.9 million,
respectively. Net income during 2021 also benefited from after-tax gains of $8.3
million related to sales of a minority equity investment as well as changes in
the fair value of other minority equity investments held as of the end of the
year.

Strategic Initiatives

To better service the personal transportation needs of our customers, we
continue to expand our footprint through dealership acquisitions and the
expansion of our AutoNation USA stores. We also continue to invest in various
strategic partnerships and initiatives to expand the scope and scale of our
business, broaden our product offerings, expand our reach to customers, and
continue to provide a peerless customer experience.


On October 1, 2022, we closed on the acquisition of CIG Financial, an auto
finance company headquartered in Irvine, California, for $83 million and the
repayment of certain obligations totaling $21 million. The acquisition of CIG
Financial aligns with our strategic business model and will further extend our
relationship with our customers beyond the buying experience and throughout the
vehicle ownership life cycle.

On November 4, 2022, we acquired a minority ownership stake in TrueCar, Inc., a
leading automotive digital marketplace that lets auto buyers and sellers connect
to its nationwide network of certified dealers. Our investment in TrueCar
signals our continued commitment to emerging technologies and our constant focus
on providing peerless customer experiences.

On January 26, 2023, we closed on the acquisition of RepairSmith, a mobile
solution for automotive repair and maintenance, headquartered in Los Angeles,
California, for approximately $190 million. With a significant operational
footprint in the southern and western United States, RepairSmith expands
AutoNation's ability to penetrate the extensive After-Sales service market and
conveniently responds to our customers' needs by broadening the reach of our
existing After-Sales network.

We expect that these initiatives will expand and strengthen the AutoNation
retail brand, improve the customer experience, provide new growth opportunities,
and enable us to expand our footprint in our core and other markets. The
roll-out of these strategic initiatives may be impacted by a number of
variables, including customer adoption, market conditions, availability of used
vehicle inventory, availability and cost of building supplies and materials, and
our ability to identify, acquire, and build out suitable locations in a timely
manner. See "Risk Factors" in Part I, Item 1A of this Form 10-K.

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Inventory Management


Our new and used vehicle inventories are stated at the lower of cost or net
realizable value in our Consolidated Balance Sheets. We monitor our vehicle
inventory levels based on current economic conditions and seasonal sales trends.
Our new vehicle inventory units at December 31, 2022 and 2021, were 18,136 and
10,090, respectively. By historical standards, our inventory unit levels are
significantly lower, driven by strong demand and disruptions in the
manufacturers' supply chains. Inadequate levels of new vehicle availability
could adversely affect our financial results.

We have typically not experienced significant losses on the sale of new vehicle
inventory, in part due to incentives provided by manufacturers to promote sales
of new vehicles and our inventory management practices. We monitor our new
vehicle inventory values as compared to net realizable values, and had no new
vehicle inventory write-downs at December 31, 2022 or 2021.

We recondition the majority of used vehicles acquired for retail sale in our
parts and service departments and capitalize the related costs to the used
vehicle inventory. We monitor our used vehicle inventory values as compared to
net realizable values. Typically, used vehicles that are not sold on a retail
basis are sold at wholesale auctions. Our used vehicle inventory balance was net
of cumulative write-downs of $7.4 million at December 31, 2022, and $3.6 million
at December 31, 2021.

Parts, accessories, and other inventory are carried at the lower of cost or net
realizable value. We estimate the amount of potentially damaged and/or obsolete
inventory based upon historical experience, manufacturer return policies, and
industry trends. Our parts, accessories, and other inventory balance was net of
cumulative write-downs of $7.4 million at December 31, 2022, and $5.8 million at
December 31, 2021.

Critical Accounting Estimates


We prepare our Consolidated Financial Statements in conformity with U.S.
generally accepted accounting principles ("U.S. GAAP"), which require us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenue and expenses
during the reporting period. We evaluate our estimates on an ongoing basis and
we base our estimates on historical experience and various other assumptions we
believe to be reasonable. Actual outcomes could differ materially from those
estimates in a manner that could have a material effect on our Consolidated
Financial Statements. Set forth below are the accounting estimates that we have
identified as critical to our business operations and an understanding of our
results of operations, based on the high degree of judgment or complexity in
their application. See Note 1 of the Notes to Consolidated Financial Statements
for a discussion of other significant accounting policies.

Goodwill


Goodwill for our reporting units is tested for impairment annually on April 30
or more frequently when events or changes in circumstances indicate that the
carrying value of a reporting unit exceeds its fair value. We may first perform
a qualitative assessment to determine whether it is more likely than not that a
reporting unit is impaired. When assessing goodwill for impairment, our decision
to perform a qualitative assessment for an individual reporting unit is
influenced by a number of factors, including the carrying value of the reporting
unit's goodwill, the significance of the excess of the reporting unit's
estimated fair value over carrying value at the last quantitative assessment
date, the amount of time in between quantitative fair value assessments,
macroeconomic conditions, automotive industry and market conditions, and our
operating performance.

If we do not perform a qualitative assessment, or if we determine that it is not
more likely than not that the fair value of the reporting unit exceeds its
carrying amount, we calculate the estimated fair value of the reporting unit
using an "income" valuation approach, which discounts projected free cash flows
of the reporting unit at a computed weighted average cost of capital as the
discount rate. The income valuation approach requires the use of significant
estimates and assumptions, which include revenue growth rates and future
operating margins used to calculate projected future cash flows, weighted
average cost of capital, and future economic and market conditions. In
connection with this process, we also reconcile the estimated aggregate fair
values of our reporting units to our market capitalization, including
consideration of a control premium based upon our stock price and/or average
stock price over a reasonable period as of the measurement date. We base our
cash flow forecasts on our knowledge of the automotive industry, our recent
performance, our expectations of our future performance, and other assumptions
we believe to be reasonable but that are unpredictable and inherently uncertain.

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Actual future results may differ from those estimates. We also make certain
judgments and assumptions in allocating shared assets and liabilities to
determine the carrying values for each of our reporting units.


Under accounting standards, we chose to make a qualitative evaluation about the
likelihood of goodwill impairment for our annual impairment testing as of April
30, 2022 and 2021, and we determined that it was not more likely than not that
the fair values of our reporting units were less than their carrying amounts. As
of December 31, 2022, we have $236.3 million of goodwill related to the Domestic
reporting unit, $518.7 million related to the Import reporting unit, $482.1
million related to the Premium Luxury reporting unit, $78.4 million related to
the AutoNation Finance reporting unit, and $4.6 million related to the Collision
Centers reporting unit.

Other Intangible Assets

Our principal identifiable intangible assets are individual store rights under
franchise agreements with vehicle manufacturers, which have indefinite lives and
are tested for impairment annually as of April 30 or more frequently when events
or changes in circumstances indicate that impairment may have occurred. We may
first perform a qualitative assessment to determine whether it is more likely
than not that a franchise right asset is impaired. The quantitative impairment
test for franchise rights requires the comparison of the franchise rights'
estimated fair value to carrying value by store. Fair values of rights under
franchise agreements are estimated using unobservable (Level 3) inputs by
discounting expected future cash flows of the store. The forecasted cash flows
contain inherent uncertainties, including significant estimates and assumptions
related to growth rates, margins, working capital requirements, capital
expenditures, and cost of capital, for which we utilize certain market
participant-based assumptions, using third-party industry projections, economic
projections, and other marketplace data we believe to be reasonable.

We elected to perform quantitative tests for our annual franchise rights
impairment testing as of April 30, 2022 and 2021, and no impairment charges
resulted from these quantitative tests.


If the fair value of each of our franchise rights had been determined to be a
hypothetical 10{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} lower as of the valuation dates of April 30, 2022 and 2021, no
impairment would have resulted. The effect of a hypothetical 10{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} decrease in
fair value estimates is not intended to provide a sensitivity analysis of every
potential outcome.

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Reported Operating Data
                                                                                                                            Years Ended December 31,
                                                                                                                     2022 vs. 2021                                                    2021 vs. 2020
                                                                                                             Variance                                                         Variance
                                                                                                            Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                     Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions, except per vehicle data)                             2022                2021              (Unfavorable)            Variance              2020              (Unfavorable)            Variance
Revenue:
New vehicle                                                      $ 11,754.4          $ 12,081.7          $       (327.3)              (2.7)           $ 10,418.6          $      1,663.1               16.0
Retail used vehicle                                                 9,020.9             8,062.4                   958.5               11.9               5,260.5                 2,801.9               53.3
Wholesale                                                             640.9               576.4                    64.5               11.2                 340.8                   235.6               69.1
Used vehicle                                                        9,661.8             8,638.8                 1,023.0               11.8               5,601.3                 3,037.5               54.2
Finance and insurance, net                                          1,437.3             1,384.5                    52.8                3.8               1,059.3                   325.2               30.7
Total variable operations(1)                                       22,853.5            22,105.0                   748.5                3.4              17,079.2                 5,025.8               29.4
Parts and service                                                   4,100.6             3,706.6                   394.0               10.6               3,257.4                   449.2               13.8
Other                                                                  30.9                32.4                    (1.5)                                    53.4                   (21.0)
Total revenue                                                    $ 26,985.0          $ 25,844.0          $      1,141.0                4.4            $ 20,390.0          $      5,454.0               26.7
Gross profit:
New vehicle                                                      $  1,366.6          $  1,201.6          $        165.0               13.7            $    584.1          $        617.5              105.7
Retail used vehicle                                                   538.3               622.3                   (84.0)             (13.5)                414.5                   207.8               50.1
Wholesale                                                              14.8                65.8                   (51.0)                                    44.5                    21.3
Used vehicle                                                          553.1               688.1                  (135.0)             (19.6)                459.0                   229.1               49.9
Finance and insurance                                               1,437.3             1,384.5                    52.8                3.8               1,059.3                   325.2               30.7
Total variable operations(1)                                        3,357.0             3,274.2                    82.8                2.5               2,102.4                 1,171.8               55.7
Parts and service                                                   1,900.3             1,672.7                   227.6               13.6               1,460.8                   211.9               14.5
Other                                                                   8.0                 5.7                     2.3                                      3.2                     2.5
Total gross profit                                                  5,265.3             4,952.6                   312.7                6.3               3,566.4                 1,386.2               38.9
Selling, general, and administrative expenses                       3,026.1             2,876.2                  (149.9)              (5.2)              2,422.0                  (454.2)             (18.8)
Depreciation and amortization                                         200.3               193.3                    (7.0)                                   198.9                     5.6
Goodwill impairment                                                       -                   -                       -                                    318.3                   318.3
Franchise rights impairment                                               -                   -                       -                                     57.5                    57.5
Other (income) expense, net                                            14.4               (19.7)                  (34.1)                                     6.5                    26.2
Operating income                                                    2,024.5             1,902.8                   121.7                6.4                 563.2                 1,339.6              237.9
Non-operating income (expense) items:
Floorplan interest expense                                            (41.4)              (25.7)                  (15.7)                                   (63.8)                   38.1
Other interest expense                                               (134.9)              (93.0)                  (41.9)                                   (93.7)                    0.7

Other income (loss), net                                              (14.7)               24.3                   (39.0)                                   144.4                  (120.1)
Income from continuing operations before income taxes            $  1,833.5          $  1,808.4          $         25.1                1.4            $    550.1          $      1,258.3              228.7
Retail vehicle unit sales:
New vehicle                                                         229,971             262,403                 (32,432)             (12.4)              249,654                  12,749                5.1
Used vehicle                                                        299,806             304,364                  (4,558)              (1.5)              241,182                  63,182               26.2
                                                                    529,777             566,767                 (36,990)              (6.5)              490,836                  75,931               15.5
Revenue per vehicle retailed:
New vehicle                                                      $   51,113          $   46,043          $        5,070               11.0            $   41,732          $        4,311               10.3
Used vehicle                                                     $   30,089          $   26,489          $        3,600               13.6            $   21,811          $        4,678               21.4
Gross profit per vehicle retailed:
New vehicle                                                      $    5,942          $    4,579          $        1,363               29.8            $    2,340          $        2,239               95.7
Used vehicle                                                     $    1,795          $    2,045          $         (250)             (12.2)           $    1,719          $          326               19.0
Finance and insurance                                            $    2,713          $    2,443          $          270               11.1            $    2,158          $          285               13.2
Total variable operations(2)                                     $    6,309          $    5,661          $          648               11.4            $    4,193          $        1,468               35.0

(1) Total variable operations includes new vehicle, used vehicle (retail and wholesale), and finance and insurance results.
(2) Total variable operations gross profit per vehicle retailed is calculated by dividing the sum of new vehicle, retail used vehicle, and finance and insurance gross profit by total retail vehicle unit
sales.




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                                                                                Years Ended December 31,
                                                          2022 ({194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6})                     2021 ({194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6})                       2020 ({194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6})
Revenue mix percentages:
New vehicle                                                     43.6                         46.7                             51.1
Used vehicle                                                    35.8                         33.4                             27.5
Parts and service                                               15.2                         14.3                             16.0
Finance and insurance, net                                       5.3                          5.4                              5.2
Other                                                            0.1                          0.2                              0.2
Total                                                          100.0                        100.0                            100.0
Gross profit mix percentages:
New vehicle                                                     26.0                         24.3                             16.4
Used vehicle                                                    10.5                         13.9                             12.9
Parts and service                                               36.1                         33.8                             41.0
Finance and insurance                                           27.3                         28.0                             29.7
Other                                                            0.1                            -                                -
Total                                                          100.0                        100.0                            100.0
Operating items as a percentage of revenue:
Gross profit:
New vehicle                                                     11.6                          9.9                              5.6
Used vehicle-retail                                              6.0                          7.7                              7.9
Parts and service                                               46.3                         45.1                             44.8
Total                                                           19.5                         19.2                             17.5
Selling, general, and administrative expenses                   11.2                         11.1                             11.9
Operating income                                                 7.5                          7.4                              2.8

Other operating items as a percentage of total gross
profit:
Selling, general, and administrative expenses

                   57.5                         58.1                             67.9
Operating income                                                38.4                         38.4                             15.8

                                                                      December 31,
                                                            2022                         2021
Days supply:
New vehicle (industry standard of selling days)            19 days                      9 days
Used vehicle (trailing calendar month days)                31 days                      40 days




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Same Store Operating Data

We have presented below our operating results on a same store basis to reflect
our internal performance. The "Same Store" amounts presented below include the
results of our stores for the identical months in each period presented in the
comparison, commencing with the first full month in which the store was owned by
us. Results from divested stores are excluded from both current and prior
periods. Therefore, the amounts presented in the year 2021 column that is being
compared to the year 2022 column may differ from the amounts presented in the
year 2021 column that is being compared to the year 2020 column. We believe the
presentation of this information provides a meaningful comparison of
period-over-period results of our operations.

                                                                Years Ended December 31,                                                             Years Ended December 31,
                                                                                 Variance                                                                             Variance
($ in millions, except per vehicle                                              Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                         Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
data)                                    2022                2021              (Unfavorable)            Variance              2021                2020              (Unfavorable)            Variance
Revenue:
New vehicle                          $ 11,400.6          $ 12,034.9          $       (634.3)              (5.3)           $ 11,989.1          $ 10,400.6          $      1,588.5               15.3
Retail used vehicle                     8,637.9             8,027.7                   610.2                7.6               7,965.2             5,249.9                 2,715.3               51.7
Wholesale                                 616.3               574.9                    41.4                7.2                 572.6               340.3                   232.3               68.3
Used vehicle                            9,254.2             8,602.6                   651.6                7.6               8,537.8             5,590.2                 2,947.6               52.7
Finance and insurance, net              1,388.3             1,380.7                     7.6                0.6               1,374.5             1,057.4                   317.1               30.0
Total variable operations(1)           22,043.1            22,018.2                    24.9                0.1              21,901.4            17,048.2                 4,853.2               28.5
Parts and service                       3,966.0             3,644.6                   321.4                8.8               3,635.0             3,149.1                   485.9               15.4
Other                                      30.3                32.5                    (2.2)                                    32.4                52.9                   (20.5)
Total revenue                        $ 26,039.4          $ 25,695.3          $        344.1                1.3            $ 25,568.8          $ 20,250.2          $      5,318.6               26.3
Gross profit:
New vehicle                          $  1,326.9          $  1,198.0          $        128.9               10.8            $  1,190.3          $    583.2          $        607.1              104.1
Retail used vehicle                       516.8               620.0                  (103.2)             (16.6)                614.7               413.7                   201.0               48.6
Wholesale                                  17.1                65.8                   (48.7)                                    67.0                44.6                    22.4
Used vehicle                              533.9               685.8                  (151.9)             (22.1)                681.7               458.3                   223.4               48.7
Finance and insurance                   1,388.3             1,380.7                     7.6                0.6               1,374.5             1,057.4                   317.1               30.0
Total variable operations(1)            3,249.1             3,264.5                   (15.4)              (0.5)              3,246.5             2,098.9                 1,147.6               54.7
Parts and service                       1,832.0             1,647.1                   184.9               11.2               1,641.4             1,448.6                   192.8               13.3
Other                                       7.6                 5.7                     1.9                                      5.7                 2.7                     3.0
Total gross profit                   $  5,088.7          $  4,917.3          $        171.4                3.5            $  4,893.6          $  3,550.2          $      1,343.4               37.8
Retail vehicle unit sales:
New vehicle                             223,479             261,556                 (38,077)             (14.6)              260,546             249,058                  11,488                4.6
Used vehicle                            286,908             303,082                 (16,174)              (5.3)              300,689             240,411                  60,278               25.1
Total                                   510,387             564,638                 (54,251)              (9.6)              561,235             489,469                  71,766               14.7
Revenue per vehicle retailed:
New vehicle                          $   51,014          $   46,013          $        5,001               10.9            $   46,015          $   41,760          $        4,255               10.2
Used vehicle                         $   30,107          $   26,487          $        3,620               13.7            $   26,490          $   21,837          $        4,653               21.3
Gross profit per vehicle retailed:
New vehicle                          $    5,937          $    4,580          $        1,357               29.6            $    4,568          $    2,342          $        2,226               95.0
Used vehicle                         $    1,801          $    2,046          $         (245)             (12.0)           $    2,044          $    1,721          $          323               18.8
Finance and insurance                $    2,720          $    2,445          $          275               11.2            $    2,449          $    2,160          $          289               13.4

Total variable operations(2) $ 6,332 $ 5,665

  $          667               11.8            $    5,665          $    4,197          $        1,468               35.0

(1) Total variable operations includes new vehicle, used vehicle (retail and wholesale), and finance and insurance results.
(2) Total variable operations gross profit per vehicle retailed is calculated by dividing the sum of new vehicle, retail used vehicle, and finance and insurance gross profit by total retail vehicle
unit sales.




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                                                        Years Ended December 31,                              Years Ended December 31,
                                                  2022 ({194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6})                      2021 ({194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6})                2021 ({194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6})                      2020 ({194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6})
Revenue mix percentages:
New vehicle                                           43.8                          46.8                    46.9                          51.4
Used vehicle                                          35.5                          33.5                    33.4                          27.6
Parts and service                                     15.2                          14.2                    14.2                          15.6
Finance and insurance, net                             5.3                           5.4                     5.4                           5.2
Other                                                  0.2                           0.1                     0.1                           0.2
Total                                                100.0                         100.0                   100.0                         100.0
Gross profit mix percentages:
New vehicle                                           26.1                          24.4                    24.3                          16.4
Used vehicle                                          10.5                          13.9                    13.9                          12.9
Parts and service                                     36.0                          33.5                    33.5                          40.8
Finance and insurance                                 27.3                          28.1                    28.1                          29.8
Other                                                  0.1                           0.1                     0.2                           0.1
Total                                                100.0                         100.0                   100.0                         100.0
Operating items as a percentage of revenue:
Gross profit:
New vehicle                                           11.6                          10.0                     9.9                           5.6
Used vehicle-retail                                    6.0                           7.7                     7.7                           7.9
Parts and service                                     46.2                          45.2                    45.2                          46.0
Total                                                 19.5                          19.1                    19.1                          17.5




                                       35
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  Table of Contents
New Vehicle

                                                                                                                  Years Ended December 31,
                                                                                                           2022 vs. 2021                                                    2021 vs. 2020
                                                                                                   Variance                                                         Variance
                                                                                                  Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                     Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions, except per vehicle data)                   2022                2021              (Unfavorable)            Variance              2020              (Unfavorable)            Variance
Reported:
Revenue                                                $ 11,754.4          $ 12,081.7          $       (327.3)              (2.7)           $ 10,418.6          $      1,663.1               16.0
Gross profit                                           $  1,366.6          $  1,201.6          $        165.0               13.7            $    584.1          $        617.5              105.7
Retail vehicle unit sales                                 229,971             262,403                 (32,432)             (12.4)              249,654                  12,749                5.1
Revenue per vehicle retailed                           $   51,113          $   46,043          $        5,070               11.0            $   41,732          $        4,311               10.3
Gross profit per vehicle retailed                      $    5,942          $    4,579          $        1,363               29.8            $    2,340          $        2,239               95.7
Gross profit as a percentage of revenue                    11.6{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}               9.9{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                             5.6{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
Inventory days supply (industry standard of selling
days)                                                     19 days             9 days


                                                                                                                                 Years Ended December 31,
                                                                                                                2022 vs. 2021                                                                        2021 vs. 2020
                                                                                                        Variance                                                                             Variance
                                                                                                       Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                         Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
                                                                2022                2021              (Unfavorable)            Variance              2021                2020              (Unfavorable)            Variance
Same Store:
Revenue                                                     $ 11,400.6          $ 12,034.9          $       (634.3)              (5.3)           $ 11,989.1          $ 10,400.6          $      1,588.5               15.3
Gross profit                                                $  1,326.9          $  1,198.0          $        128.9               10.8            $  1,190.3          $    583.2          $        607.1              104.1
Retail vehicle unit sales                                      223,479             261,556                 (38,077)             (14.6)              260,546             249,058                  11,488                4.6
Revenue per vehicle retailed                                $   51,014          $   46,013          $        5,001               10.9            $   46,015          $   41,760          $        4,255               10.2
Gross profit per vehicle retailed                           $    5,937          $    4,580          $        1,357               29.6            $    4,568          $    2,342          $        2,226               95.0
Gross profit as a percentage of revenue                         11.6{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}               10.0{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                            9.9{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                5.6{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}



The following discussion of new vehicle results is on a same store basis. The
difference between reported amounts and same store amounts in the above tables
of $353.8 million, $46.8 million, and $18.0 million in new vehicle revenue and
$39.7 million, $3.6 million, and $0.9 million in new vehicle gross profit for
2022, 2021, and 2020, respectively, is related to acquisition and divestiture
activity, as applicable in a given year.

2022 compared to 2021


Same store new vehicle revenue decreased during 2022, as compared to 2021, due
to a decrease in same store unit volume, partially offset by an increase in same
store revenue PVR. Same store unit volume was adversely impacted by historically
low inventory levels due to manufacturer supply shortages.

Same store revenue PVR and gross profit PVR both increased during 2022, as
compared to 2021, primarily due to strong demand and reduced availability of new
vehicle inventory. Same store revenue PVR and gross profit PVR also benefited
from a shift in mix away from Import vehicles, which have relatively lower
average selling prices and gross profit PVR, due to a more limited supply of
these vehicles.


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Net New Vehicle Inventory Carrying Benefit


The following table details net new vehicle inventory carrying benefit,
consisting of new vehicle floorplan interest expense net of floorplan assistance
earned (amounts received from manufacturers specifically to support store
financing of new vehicle inventory). Floorplan assistance is accounted for as a
component of new vehicle gross profit in accordance with U.S. GAAP.

                                                                        Years Ended December 31,
                                                                            Variance 2022                          Variance 2021
($ in millions)                            2022              2021              vs. 2021             2020              vs. 2020
Floorplan assistance                    $  108.9          $  121.4         

$ (12.5) $ 110.7 $ 10.7
New vehicle floorplan interest expense (35.5)

            (22.3)               (13.2)            (58.0)                35.7
Net new vehicle inventory carrying
benefit                                 $   73.4          $   99.1          $     (25.7)         $   52.7          $      46.4


2022 compared to 2021

The net new vehicle inventory carrying benefit decreased during 2022, as
compared to the same period in 2021, due to an increase in floorplan interest
expense and a decrease in floorplan assistance. Floorplan interest expense
increased due to higher average interest rates, partially offset by lower
average vehicle floorplan balances. Floorplan interest rates are variable and,
therefore, increase and decrease with changes in the underlying benchmark
interest rates. Floorplan assistance decreased due to a decrease in unit volume,
partially offset by an increase in the average floorplan assistance rate per
unit.

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Used Vehicle

                                                                                                              Years Ended December 31,
                                                                                                      2022 vs. 2021                                                   2021 vs. 2020
                                                                                              Variance                                                        Variance
                                                                                             Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                    Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions, except per vehicle data)                2022               2021             (Unfavorable)            Variance              2020             (Unfavorable)            Variance
Reported:
Retail revenue                                      $ 9,020.9          $ 8,062.4          $        958.5               11.9            $ 5,260.5          $      2,801.9               53.3
Wholesale revenue                                       640.9              576.4                    64.5               11.2                340.8                   235.6               69.1
Total revenue                                       $ 9,661.8          $ 8,638.8          $      1,023.0               11.8            $ 5,601.3          $      3,037.5               54.2
Retail gross profit                                 $   538.3          $   622.3          $        (84.0)             (13.5)           $   414.5          $        207.8               50.1
Wholesale gross profit                                   14.8               65.8                   (51.0)                                   44.5                    21.3
Total gross profit                                  $   553.1          $   688.1          $       (135.0)             (19.6)           $   459.0          $        229.1               49.9
Retail vehicle unit sales                             299,806            304,364                  (4,558)              (1.5)             241,182                  63,182               26.2
Revenue per vehicle retailed                        $  30,089          $  26,489          $        3,600               13.6            $  21,811          $        4,678               21.4
Gross profit per vehicle retailed                   $   1,795          $   2,045          $         (250)             (12.2)           $   1,719          $          326               19.0
Gross profit as a percentage of retail revenue          6.0{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}               7.7{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                            7.9{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
Inventory days supply (trailing calendar month
days)                                                 31 days            40 days


                                                                                                     Years Ended December 31,
                                                                                     2022 vs. 2021                                                                     2021 vs. 2020
                                                                             Variance                                                                          Variance
                                                                            Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                      Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
                                       2022               2021             (Unfavorable)           Variance              2021               2020             (Unfavorable)           Variance
Same Store:
Retail revenue                     $ 8,637.9          $ 8,027.7          $        610.2               7.6            $ 7,965.2          $ 5,249.9          $      2,715.3              51.7
Wholesale revenue                      616.3              574.9                    41.4               7.2                572.6              340.3                   232.3              68.3
Total revenue                      $ 9,254.2          $ 8,602.6          $        651.6               7.6            $ 8,537.8          $ 5,590.2          $      2,947.6              52.7
Retail gross profit                $   516.8          $   620.0          $       (103.2)            (16.6)           $   614.7          $   413.7          $        201.0              48.6
Wholesale gross profit                  17.1               65.8                   (48.7)                                  67.0               44.6                    22.4
Total gross profit                 $   533.9          $   685.8          $       (151.9)            (22.1)           $   681.7          $   458.3          $        223.4              48.7
Retail vehicle unit sales            286,908            303,082                 (16,174)             (5.3)             300,689            240,411                  60,278              25.1

Revenue per vehicle retailed $ 30,107 $ 26,487 $

      3,620              13.7            $  26,490          $  21,837          $        4,653              21.3

Gross profit per vehicle retailed $ 1,801 $ 2,046 $

        (245)            (12.0)           $   2,044          $   1,721          $          323              18.8
Gross profit as a percentage of
retail revenue                         6.0{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}               7.7{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                           7.7{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}               7.9{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}



The following discussion of used vehicle results is on a same store basis. The
difference between reported amounts and same store amounts in the above tables
of $383.0 million, $34.7 million, and $10.6 million in retail used vehicle
revenue and $21.5 million, $2.3 million, and $0.8 million in retail used vehicle
gross profit for 2022, 2021, and 2020, respectively, is related to acquisition
and divestiture activity, as well as the opening of AutoNation USA stores, as
applicable in a given year.

2022 compared to 2021

Same store retail used vehicle revenue increased during 2022, as compared to
2021, due to an increase in same store revenue PVR, partially offset by a
decrease in same store unit volume of lower-priced entry-level vehicles.

Same store revenue PVR increased during 2022, as compared to 2021, primarily due
to reduced availability of new vehicle inventory.

Same store gross profit PVR decreased during 2022, as compared to 2021,
primarily due to margin pressure as a result of declining used vehicle values,
which also adversely impacted used vehicle wholesale gross profit.

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Parts & Service

                                                                                                 Years Ended December 31,
                                                                                          2022 vs. 2021                                                  2021 vs. 2020
                                                                                  Variance                                                       Variance
                                                                                 Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                    Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions)                             2022               2021             (Unfavorable)           Variance              2020             (Unfavorable)           Variance
Reported:
Revenue                                 $ 4,100.6          $ 3,706.6          $        394.0              10.6            $ 3,257.4          $        449.2              13.8
Gross profit                            $ 1,900.3          $ 1,672.7          $        227.6              13.6            $ 1,460.8          $        211.9              14.5
Gross profit as a percentage of revenue    46.3{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}              45.1{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                          44.8{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}


                                                                                                Years Ended December 31,
                                                                                2022 vs. 2021                                                                     2021 vs. 2020
                                                                        Variance                                                                          Variance
                                                                       Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                       Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
                                  2022               2021             (Unfavorable)           Variance              2021               2020             (Unfavorable)           Variance
Same Store:
Revenue                       $ 3,966.0          $ 3,644.6          $        321.4               8.8            $ 3,635.0          $ 3,149.1          $        485.9              15.4
Gross profit                  $ 1,832.0          $ 1,647.1          $        184.9              11.2            $ 1,641.4          $ 1,448.6          $        192.8              13.3
Gross profit as a percentage
of revenue                       46.2{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}              45.2{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                          45.2{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}              46.0{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}



Parts and service revenue is primarily derived from vehicle repairs paid
directly by customers or via reimbursement from manufacturers and others under
warranty programs, as well as from wholesale parts sales, collision services,
and the preparation of vehicles for sale.

The following discussion of parts and service is on a same store basis. The
difference between reported amounts and same store amounts in the above tables
of $134.6 million, $62.0 million, and $108.3 million in parts and service
revenue and $68.3 million, $25.6 million, and $12.2 million in parts and service
gross profit for 2022, 2021, and 2020, respectively, is related to acquisition
and divestiture activity and the opening of AutoNation USA stores, as applicable
in a given year.

2022 compared to 2021

During 2022, same store parts and service gross profit increased compared to the
same period in 2021, primarily due to increases in gross profit associated with
customer-pay service of $76.5 million and the preparation of vehicles for sale
of $46.6 million.

Gross profit associated with customer-pay service and the preparation of
vehicles for sale both benefited from higher value repair orders, partially
offset by decreases in repair order volume. Gross profit associated with the
preparation of vehicles for sale also benefited from improved margin
performance.

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Finance and Insurance

                                                                                                Years Ended December 31,
                                                                                         2022 vs. 2021                                                  2021 vs. 2020
                                                                                 Variance                                                       Variance
($ in millions, except per vehicle                                              Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                    Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
data)                                      2022               2021             (Unfavorable)           Variance              2020             (Unfavorable)           Variance
Reported:
Revenue and gross profit               $ 1,437.3          $ 1,384.5          $         52.8               3.8            $ 1,059.3          $        325.2              30.7

Gross profit per vehicle retailed $ 2,713 $ 2,443

  $          270              11.1            $   2,158          $          285              13.2


                                                                                                 Years Ended December 31,
                                                                                 2022 vs. 2021                                                                     2021 vs. 2020
                                                                         Variance                                                                          Variance
                                                                        Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                                       Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
                                   2022               2021             (Unfavorable)           Variance              2021               2020             (Unfavorable)           Variance
Same Store:
Revenue and gross profit       $ 1,388.3          $ 1,380.7          $          7.6               0.6            $ 1,374.5          $ 1,057.4          $        317.1              30.0
Gross profit per vehicle
retailed                       $   2,720          $   2,445          $          275              11.2            $   2,449          $   2,160          $          289              13.4



Revenue on finance and insurance products represents commissions earned by us
for the placement of: (i) loans and leases with financial institutions in
connection with customer vehicle purchases financed, (ii) vehicle service
contracts with third-party providers, and (iii) other vehicle protection
products with third-party providers. We sell these products on a commission
basis, and we also participate in the future underwriting profit on certain
products pursuant to retrospective commission arrangements with the issuers of
those products.

The following discussion of finance and insurance results is on a same store
basis. The difference between reported amounts and same store amounts in finance
and insurance revenue and gross profit in the above tables of $49.0 million,
$3.8 million, and $1.9 million for 2022, 2021, and 2020, respectively, is
related to acquisition and divestiture activity, as well as the opening of new
add-points and AutoNation USA stores, as applicable in a given year.

2022 compared to 2021


Same store finance and insurance revenue and gross profit was relatively flat
during 2022, as compared to 2021, due to an increase in finance and insurance
gross profit PVR, largely offset by a decrease in vehicle unit volume. The
increase in finance and insurance gross profit PVR was primarily due to higher
realized margins on vehicle protection products and an increase in product
penetration. Finance and insurance gross profit PVR also benefited from
increases in amounts financed per transaction and gross profit per transaction
associated with arranging customer financing.






                                       40

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Table of Contents

Segment Results

In the following table of financial data, revenue and segment income of our
reportable segments are reconciled to consolidated revenue and consolidated
operating income, respectively.

                                                                                          Years Ended December 31,
                                                                                    2022 vs. 2021                                                   2021 vs. 2020
                                                                            Variance                                                        Variance
                                                                           Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                    Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions)                     2022                2021              (Unfavorable)           Variance              2020              (Unfavorable)           Variance
Revenue:
Domestic                        $  7,987.5          $  7,959.9          $         27.6               0.3            $  6,490.6          $      1,469.3              22.6
Import                             7,690.3             7,798.5                  (108.2)             (1.4)              5,988.0                 1,810.5              30.2
Premium Luxury                    10,278.1             9,229.9                 1,048.2              11.4               7,202.8                 2,027.1              28.1
Total                             25,955.9            24,988.3                   967.6               3.9              19,681.4                 5,306.9              27.0
Corporate and other                1,029.1               855.7                   173.4              20.3                 708.6                   147.1              20.8

Total consolidated revenue $ 26,985.0 $ 25,844.0 $

   1,141.0               4.4            $ 20,390.0          $      5,454.0              26.7
Segment income(1):
Domestic                        $    565.3          $    595.8          $        (30.5)             (5.1)           $    355.2          $        240.6              67.7
Import                               734.2               714.7                    19.5               2.7                 386.4                   328.3              85.0
Premium Luxury                       969.1               837.4                   131.7              15.7                 478.2                   359.2              75.1
Total                              2,268.6             2,147.9                   120.7               5.6               1,219.8                   928.1              76.1
Corporate and other                 (285.5)             (270.8)                  (14.7)                                 (720.4)                  449.6
Floorplan interest expense            41.4                25.7                   (15.7)                                   63.8                    38.1
Operating income                $  2,024.5          $  1,902.8          $        121.7               6.4            $    563.2          $      1,339.6             237.9


Retail new vehicle unit
sales:
Domestic                          66,375             76,211               (9,836)           (12.9)            80,687               (4,476)            (5.5)
Import                            95,886            118,863              (22,977)           (19.3)           109,077                9,786              9.0
Premium Luxury                    67,710             67,329                  381              0.6             59,890                7,439             12.4
                                 229,971            262,403              (32,432)           (12.4)           249,654               12,749              5.1

Retail used vehicle unit
sales:
Domestic                          97,642            105,031               (7,389)            (7.0)            83,406               21,625             25.9
Import                           100,131            103,418               (3,287)            (3.2)            82,841               20,577             24.8
Premium Luxury                    83,858             83,447                  411              0.5             66,611               16,836             25.3
                                 281,631            291,896              (10,265)            (3.5)           232,858               59,038             25.4

(1) Segment income represents income for each of our reportable segments and is defined as operating income less floorplan interest expense.





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Domestic

The Domestic segment operating results included the following:


                                                                                         Years Ended December 31,
                                                                                  2022 vs. 2021                                                  2021 vs. 2020
                                                                          Variance                                                       Variance
                                                                         Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                   Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions)                     2022               2021             (Unfavorable)           Variance              2020             (Unfavorable)           Variance
Revenue:
New vehicle                     $ 3,409.1          $ 3,601.8          $       (192.7)             (5.4)           $ 3,411.1          $        190.7               5.6
Used vehicle                      3,022.3            2,875.0                   147.3               5.1              1,781.4                 1,093.6              61.4
Parts and service                  1092.7             1007.6                    85.1               8.4                891.5                   116.1              13.0
Finance and insurance, net          460.3              469.1                    (8.8)             (1.9)               370.5                    98.6              26.6
Other                                 3.1                6.4                    (3.3)                                  36.1                   (29.7)
Total Revenue                   $ 7,987.5          $ 7,959.9          $         27.6               0.3            $ 6,490.6          $      1,469.3              22.6
Segment income                  $   565.3          $   595.8          $        (30.5)             (5.1)           $   355.2          $        240.6              67.7
Retail new vehicle unit sales      66,375             76,211                  (9,836)            (12.9)              80,687                  (4,476)    

(5.5)

Retail used vehicle unit sales     97,642            105,031                  (7,389)             (7.0)              83,406                  21,625              25.9



2022 compared to 2021

Domestic revenue increased slightly during 2022, as compared to 2021, primarily
due to increases in used vehicle revenue and parts and service revenue. Used
vehicle revenue increased due to an increase in used vehicle revenue PVR
primarily due to reduced availability of new vehicle inventory, partially offset
by a decrease in used vehicle unit volume. Parts and service revenue benefited
from increases in revenue associated with customer-pay service, wholesale parts
sales, and the preparation of vehicles for sale. Additionally, Domestic revenue
benefited from the acquisitions we completed in 2021 and 2022. Increases in
Domestic revenue were partially offset by a decrease in new vehicle unit volume,
which was adversely impacted by historically low new vehicle inventory levels
due to manufacturer supply shortages.

Domestic segment income decreased during 2022, as compared to 2021, primarily
due to a decrease in used vehicle gross profit due to margin pressure as a
result of a decline in used vehicle values and a decrease in used vehicle unit
volume. Domestic segment income was also adversely impacted by a decrease in
finance and insurance gross profit due to a decrease in vehicle unit volume, as
well as increases in SG&A expenses and floorplan interest expense. Decreases in
segment income were partially offset by increases in parts and service gross
profit associated with the preparation of vehicles for sale, customer-pay
service, and wholesale parts sales. Additionally, Domestic segment income
benefited from the acquisitions we completed in 2021 and 2022.

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Import

The Import segment operating results included the following:


                                                                                                    Years Ended December 31,
                                                                                             2022 vs. 2021                                                  2021 vs. 2020
                                                                                     Variance                                                       Variance
                                                                                    Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                   Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions)                                2022               2021             (Unfavorable)           Variance              2020             (Unfavorable)           Variance
Revenue:
New vehicle                                $ 3,473.0          $ 3,969.8          $       (496.8)            (12.5)           $ 3,283.7          $        686.1              20.9
Used vehicle                                 2,652.7            2,370.5                   282.2              11.9              1,516.5                   854.0              56.3
Parts and service                            1,050.9              950.0                   100.9              10.6                811.3                   138.7              17.1
Finance and insurance, net                     494.1              489.6                     4.5               0.9                361.7                   127.9              35.4
Other                                           19.6               18.6                     1.0                                   14.8                     3.8
Total Revenue                              $ 7,690.3          $ 7,798.5          $       (108.2)             (1.4)           $ 5,988.0          $      1,810.5              30.2
Segment income                             $   734.2          $   714.7          $         19.5               2.7            $   386.4          $        328.3              85.0
Retail new vehicle unit sales                 95,886            118,863                 (22,977)            (19.3)             109,077                   9,786               9.0
Retail used vehicle unit sales               100,131            103,418                  (3,287)             (3.2)              82,841                  20,577              24.8



2022 compared to 2021

Import revenue decreased during 2022, as compared to 2021, primarily due to a
decrease in new and used vehicle unit volume, partially offset by increases in
new and used vehicle revenue PVR. New vehicle unit volume was adversely impacted
by historically low new vehicle inventory levels due to manufacturer supply
shortages, which also favorably impacted new and used vehicle revenue PVR.
Decreases in Import revenue were partially offset by increases in parts and
service revenue associated with customer-pay service, the preparation of
vehicles for sale, and wholesale parts sales. Additionally, Import revenue
benefited from the acquisitions we completed in 2021 and 2022.

Import segment income increased during 2022, as compared to 2021, primarily due
to increases in parts and service gross profit and new vehicle gross profit.
Parts and service results benefited from increases in gross profit associated
with customer-pay service and the preparation of vehicles for sale, partially
offset by a decrease in gross profit associated with warranty service. New
vehicle gross profit benefited from reduced availability of new vehicle
inventory. Import segment income also benefited from the acquisitions we
completed in 2021 and 2022. Increases to Import segment income were partially
offset by a decrease in used vehicle gross profit due to margin pressure as a
result of a decline in used vehicle values, as well as an increase in SG&A
expenses.




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Premium Luxury

The Premium Luxury segment operating results included the following:


                                                                                                    Years Ended December 31,
                                                                                              2022 vs. 2021                                                  2021 vs. 2020
                                                                                      Variance                                                       Variance
                                                                                     Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                   Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions)                                2022                2021             (Unfavorable)           Variance              2020             (Unfavorable)           Variance
Revenue:
New vehicle                                $  4,872.3          $ 4,510.1          $        362.2               8.0            $ 3,723.8          $        786.3              21.1
Used vehicle                                  3,499.8            3,067.4                   432.4              14.1              2,125.9                   941.5              44.3
Parts and service                             1,448.6            1,246.7                   201.9              16.2              1,058.1                   188.6              17.8
Finance and insurance, net                      453.8              401.0                    52.8              13.2                294.7                   106.3              36.1
Other                                             3.6                4.7                    (1.1)                                   0.3                     4.4
Total Revenue                              $ 10,278.1          $ 9,229.9          $      1,048.2              11.4            $ 7,202.8          $      2,027.1              28.1
Segment income                             $    969.1          $   837.4          $        131.7              15.7            $   478.2          $        359.2              75.1
Retail new vehicle unit sales                  67,710             67,329                     381               0.6               59,890                   7,439              12.4
Retail used vehicle unit sales                 83,858             83,447                     411               0.5               66,611                  16,836              25.3



2022 compared to 2021

Premium Luxury revenue increased during 2022, as compared to 2021, primarily due
to the acquisitions we completed in 2021. Premium Luxury revenue also benefited
from increases in new and used vehicle revenue PVR, which benefited from
historically low new vehicle inventory levels due to manufacturer supply
shortages. Additionally, Premium Luxury revenue benefited from increases in
parts and service revenue associated with customer-pay service, warranty
service, and the preparation of vehicles for sale.

Premium Luxury segment income increased during 2022, as compared to 2021,
primarily due to increases in new vehicle gross profit, parts and service gross
profit, and finance and insurance gross profit. New vehicle gross profit
benefited from reduced availability of new vehicle inventory. Parts and service
results benefited from increases in gross profit associated with customer-pay
service, warranty service, and the preparation of vehicles for sale. Finance and
insurance gross profit benefited from an increase in finance and insurance gross
profit PVR. Additionally, Premium Luxury segment income benefited from the
acquisitions we completed in 2021. Increases to Premium Luxury segment income
were partially offset by an increase in SG&A expenses.





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Corporate and other

Corporate and other results included the following:


                                                                                       Years Ended December 31,
                                                                                2022 vs. 2021                                                2021 vs. 2020
                                                                         Variance                                                     Variance
                                                                        Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                  Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions)                     2022              2021             (Unfavorable)           Variance            2020             (Unfavorable)           Variance
Revenue:

Used vehicle                    $   487.0          $  325.9          $        161.1             49.4            $  177.5          $        148.4             83.6
Parts and service                   508.4             502.3                     6.1              1.2               496.5                     5.8              1.2
Finance and insurance, net           29.1              24.8                     4.3             17.3                32.4                    (7.6)           (23.5)
Other                                 4.6               2.7                     1.9             70.4                 2.2                     0.5             22.7
Revenue                         $ 1,029.1          $  855.7          $        173.4             20.3            $  708.6          $        147.1             20.8
Income (loss)                   $  (285.5)         $ (270.8)         $        (14.7)                            $ (720.4)         $        449.6


"Corporate and other" is comprised of our other businesses, including AutoNation
USA used vehicle stores, collision centers, parts distribution centers, and
auction operations, all of which generate revenues but do not meet the
quantitative thresholds for reportable segments, as well as the results of our
auto finance company, unallocated corporate overhead expenses, and other income
items.

As of December 31, 2022, we had 55 AutoNation-branded collision centers, 13
AutoNation USA stores, 4 AutoNation-branded automotive auction operations, 3
parts distribution centers, and an auto finance company that we acquired in the
fourth quarter of 2022, referred to as AutoNation Finance.

AutoNation USA Stores


During 2022, we opened four AutoNation USA used vehicle stores and currently
have over 20 stores under development. These stores play an integral part of
both our long-term growth plans and the achievement of scale, scope, and density
in markets to better serve and meet the needs of customers. We are targeting to
have over 130 stores throughout the country. A number of variables may impact
the implementation of our expansion plans, including customer adoption, market
conditions, availability of used vehicle inventory, availability and cost of
building supplies and materials, and our ability to identify, acquire, and build
out suitable locations in a timely manner.

AutoNation Finance


AutoNation Finance, our captive finance company, provides financing to qualified
retail customers on certain vehicles we sell, as well as on installment
contracts acquired through third-party independent dealers. AutoNation Finance
operating results include the interest and fee income generated by auto loans
receivable less the interest expense associated with the debt issued to fund
these receivables, a provision for estimated credit losses on the auto loans
receivable originated or acquired, and direct expenses. During the fourth
quarter of 2022, we recognized an initial credit loss expense of $34.2 million
associated with the auto loans receivable portfolio we acquired as part of the
acquisition of the auto finance company. AutoNation Finance results are included
in Other (Income) Expense, Net in our Consolidated Income Statement. See Notes 5
and 10 of the Notes to Consolidated Financial Statements for more information on
auto loans receivable, the related allowance for credit losses, and the related
debt of our captive finance company.


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Selling, General, and Administrative Expenses

Our SG&A expenses consist primarily of compensation, including store and
corporate salaries, commissions, and incentive-based compensation, as well as
advertising (net of reimbursement-based manufacturer advertising rebates), and
store and corporate overhead expenses, which include occupancy costs, outside
service costs, information technology expenses, service loaner and rental
inventory expenses, legal, accounting, and professional services, and general
corporate expenses. The following table presents the major components of our
SG&A.

                                                                                      Years Ended December 31,
                                                                               2022 vs. 2021                                                  2021 vs. 2020
                                                                       Variance                                                       Variance
                                                                      Favorable /                {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                                   Favorable /               {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}
($ in millions)                  2022               2021             (Unfavorable)           Variance              2020             (Unfavorable)           Variance
Reported:
Compensation                 $ 2,061.3          $ 2,017.1          $        (44.2)             (2.2)           $ 1,573.0          $       (444.1)            (28.2)
Advertising                      184.3              170.3                   (14.0)             (8.2)               161.7                    (8.6)             (5.3)
Store and corporate overhead     780.5              688.8                   (91.7)            (13.3)               687.3                    (1.5)             (0.2)
Total                        $ 3,026.1          $ 2,876.2          $       (149.9)             (5.2)           $ 2,422.0          $       (454.2)            (18.8)

SG&A as a {194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of total gross
profit:
Compensation                      39.1               40.7                     160          bps                      44.1                     340          bps
Advertising                        3.6                3.5                     (10)         bps                       4.5                     100          bps
Store and corporate overhead      14.8               13.9                     (90)         bps                      19.3                     540          bps
Total                             57.5               58.1                      60          bps                      67.9                     980          bps


2022 compared to 2021

SG&A expenses increased in 2022, as compared to 2021, primarily due to newly
acquired and opened stores, expenditures associated with investments in
technology and strategic initiatives, and performance-driven increases in
compensation expense, combined with modest inflationary pressures. Increases
were partially offset by a decrease in deferred compensation obligations of
$31.0 million as a result of changes in market performance of the underlying
investments, as well as by divested stores. Additionally, gross advertising
expenses increased $20.8 million, partially offset by an increase in advertising
reimbursements from manufacturers of $6.8 million. As a percentage of total
gross profit, SG&A expenses decreased to 57.5{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} during 2022, from 58.1{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} in 2021,
primarily due to improvements in gross profit PVR and effective cost management.

Other (Income) Expense, Net (Operating)


Other (Income) Expense, Net includes the gains or losses associated with
business/property divestitures, legal settlements, and asset impairments, among
other items, and for 2022, the results of our recently acquired auto finance
company, including net interest margin, the provision for expected credit
losses, and direct expenses. See "Segment - Results - Corporate and other" above
and Notes 5 and 10 of the Notes to Consolidated Financial Statements for more
information about our auto finance company.

During 2022, we recognized an initial credit loss expense of $34.2 million
associated with the acquired loan portfolio of CIG Financial, the auto finance
company we acquired in the fourth quarter of 2022. We also recognized a net gain
of $16.3 million related to business/property divestitures and a gain on a legal
settlement of $6.3 million.

During 2021, we recognized a gain of $5.2 million related to a legal settlement
and net gains of $17.6 million related to business/property divestitures,
partially offset by asset impairments of $3.2 million.

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Non-Operating Income (Expenses)

Floorplan Interest Expense

Floorplan interest rates are variable and, therefore, increase and decrease with
changes in the underlying benchmark interest rates.


Floorplan interest expense was $41.4 million in 2022 and $25.7 million in 2021.
The increase in floorplan interest expense of $15.7 million in 2022, as compared
to 2021, was the result of higher average interest rates, partially offset by
lower average vehicle floorplan balances.

Interest Expense


Interest expense includes the interest related to non-vehicle long-term debt and
finance lease obligations. Other interest expense was $134.9 million in 2022
compared to $93.0 million in 2021. The increase of $41.9 million was driven by
higher average debt balances.

Other Income (Loss), Net

During 2022 and 2021, we recognized a net loss of $19.4 million and a net gain
of $12.7 million, respectively, related to changes in the cash surrender value
of corporate-owned life insurance ("COLI") for deferred compensation plan
participants primarily as a result of changes in market performance of the
underlying investments. Gains and losses related to the COLI are substantially
offset by corresponding increases and decreases, respectively, in the deferred
compensation obligations, which are reflected in SG&A expenses.

During 2022, we recorded an unrealized gain of $2.9 million related to changes
in fair value of the underlying securities of certain of our minority equity
investments. In the first quarter of 2021, we sold the remaining shares of one
of our minority equity investments and recorded a realized gain of $7.5 million.
Additionally, we recorded an unrealized gain of $3.4 million during the second
quarter of 2021 based on an observable price change of our minority equity
investment that does not have a readily determinable fair value. During the
period that we hold our minority equity investments, unrealized gains and losses
will be recorded as the fair market values of securities with readily
determinable fair values change over time, or as observable price changes are
identified for securities without readily determinable fair values. See Note 20
of the Notes to Consolidated Financial Statements for more information.

Income Tax Provision


Income taxes are provided based upon our anticipated underlying annual blended
federal and state income tax rates, adjusted, as necessary, for any discrete tax
matters occurring during the period. As we operate in various states, our
effective tax rate is also dependent upon our geographic revenue mix. Our
effective income tax rate was 24.9{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} in 2022 and 24.1{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} in 2021.

Discontinued Operations


Discontinued operations are related to stores that were sold or terminated prior
to January 1, 2014. Results from discontinued operations, net of income taxes,
were primarily related to carrying costs for real estate we have not yet sold
associated with stores that were closed prior to January 1, 2014, and other
adjustments related to disposed operations.

Liquidity and Capital Resources


We manage our liquidity to ensure access to sufficient funding at acceptable
costs to fund our ongoing operating requirements and future capital expenditures
while continuing to meet our financial obligations. We believe that our cash and
cash equivalents, funds generated through operations, and amounts available
under our revolving credit facility, commercial paper program, and secured used
vehicle floorplan facilities will be sufficient to fund our working capital
requirements, service our debt, pay our tax obligations and commitments and
contingencies, and meet any seasonal operating requirements for the foreseeable
future.

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Available Liquidity Resources


We had the following sources of liquidity available for the years ended
December 31, 2022 and 2021:

                                                    December 31,          December 31,
   (In millions)                                        2022                  2021
   Cash and cash equivalents                       $        72.6         $        60.4
   Revolving credit facility                       $     1,799.6   (1)   $     1,760.3
   Secured used vehicle floorplan facilities(2)    $         0.3         $         0.1


(1)  At December 31, 2022, we had $0.4 million of letters of credit outstanding.
In addition, we use the revolving credit facility under our credit agreement as
a liquidity backstop for borrowings under the commercial paper program. We had
$50.0 million of commercial paper notes outstanding at December 31, 2022. See
Note 10 of the Notes to Consolidated Financial Statements for additional
information.

(2)  Based on the eligible used vehicle inventory that could have been pledged
as collateral. See Note 6 of the Notes to Consolidated Financial Statements for
additional information.

In the ordinary course of business, we are required to post performance and
surety bonds, letters of credit, and/or cash deposits as financial guarantees of
our performance primarily relating to insurance matters. At December 31, 2022,
surety bonds, letters of credit, and cash deposits totaled $109.6 million,
including the $0.4 million of letters of credit issued under our revolving
credit facility. We do not currently provide cash collateral for outstanding
letters of credit.

In February 2022, we filed an automatic shelf registration statement with the
SEC that enables us to offer for sale, from time to time and as the capital
markets permit, an unspecified amount of common stock, preferred stock, debt
securities, warrants, subscription rights, depositary shares, stock purchase
contracts, and units.

Capital Allocation

Our capital allocation strategy is focused on growing long-term value per share.
We invest capital in our business to maintain and upgrade our existing
facilities and to build new facilities for existing franchises and new
AutoNation USA used vehicle stores, as well as for other strategic and
technology initiatives. We also deploy capital opportunistically to complete
acquisitions or investments, build facilities for newly awarded franchises,
and/or repurchase our common stock and/or debt. Our capital allocation decisions
are based on factors such as the expected rate of return on our investment, the
market price of our common stock versus our view of its intrinsic value, the
market price of our debt, the potential impact on our capital structure, our
ability to complete acquisitions that meet our market and vehicle brand criteria
and/or return on investment threshold, and limitations set forth in our debt
agreements.

Share Repurchases

Our Board of Directors from time to time authorizes the repurchase of shares of
our common stock up to a certain monetary limit. A summary of shares repurchased
under our share repurchase program authorized by our Board of Directors follows:

(In millions, except per share data)      2022           2021          2020
Shares repurchased                          15.6           22.3          

7.2

Aggregate purchase price               $ 1,710.2      $ 2,303.2      $ 

382.3

Average purchase price per share $ 109.86 $ 103.18 $ 52.76



The decision to repurchase shares at any given point in time is based on such
factors as the market price of our common stock versus our view of its intrinsic
value, the potential impact on our capital structure (including compliance with
our maximum leverage ratio and other financial covenants in our debt agreements
as well as our available liquidity), and the expected return on competing uses
of capital such as acquisitions or investments, capital investments in our
current businesses, or repurchases of our debt.

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As of February 15, 2023, and December 31, 2022, $1.1 billion and $1.2 billion,
respectively, remained available under our stock repurchase limit most recently
authorized by our Board of Directors.

Capital Expenditures


The following table sets forth information regarding our capital expenditures
over the past three years:

(In millions)                                                2022               2021              2020

Purchases of property and equipment, including operating
lease buy-outs (1)

                                       $    336.2         

$ 231.9 $ 137.2

(1) Includes accrued construction in progress and excludes property associated with leases entered into
during the year.



At December 31, 2022, we owned approximately 80{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of our new vehicle franchise
store locations with a net book value of $2.3 billion, as well as other
properties associated with our collision centers, AutoNation USA used vehicle
stores, parts distribution centers, auction operations, and other excess
properties with a net book value of $697.2 million. None of these properties are
mortgaged or encumbered.

We continue to expand our AutoNation USA used vehicle stores and are targeting
to have over 130 stores. The planned expansion may be impacted by a number of
variables, including customer adoption, market conditions, availability of used
vehicle inventory, availability and cost of building supplies and materials, and
our ability to identify, acquire, and build out suitable locations in a timely
manner.

Acquisitions and Divestitures

The following table sets forth information regarding cash used in business
acquisitions, net of cash acquired, and cash received from business
divestitures, net of cash relinquished, over the past three years:

      (In millions)                                      2022          2021

2020

Cash used in business acquisitions, net(1) $ (191.6) $ (432.7) $ (0.4)

      Cash received from business divestitures, net   $   55.2      $   48.7      $  9.0

      (1) Excludes finance leases.


During 2022, we acquired CIG Financial, an auto finance company, and we also
purchased four stores. During 2021, we purchased 20 stores and four collision
centers. We did not purchase any stores during 2020.

During 2022, we divested three stores and terminated two franchises. During
2021, we divested three stores and 18 collision centers.

On January 26, 2023, we closed on the acquisition of RepairSmith, a mobile
solution for automotive repair and maintenance for approximately $190 million.

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Debt


The following table sets forth our non-vehicle long-term debt as of December 31,
2022 and 2021:

                                                                                                                     (in millions)
Debt Description                      Maturity Date                       Interest Payable                      2022               2021
3.5{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes                     November 15, 2024                   May 15 and November 15            $   450.0          $   450.0
4.5{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes                     October 1, 2025                     April 1 and October 1                 450.0              450.0
3.8{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes                     November 15, 2027                   May 15 and November 15                300.0              300.0
1.95{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes                    August 1, 2028                      February 1 and August 1               400.0              400.0
4.75{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes                    June 1, 2030                        June 1 and December 1                 500.0              500.0
2.4{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes                     August 1, 2031                      February 1 and August 1               450.0              450.0
3.85{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes                    March 1, 2032                       March 1 and September 1               700.0                  -
Revolving credit facility             March 26, 2025                      Monthly                                   -                  -
Finance leases and other debt         Various dates through 2041                                                375.5              330.6
                                                                                                              3,625.5            2,880.6
Less: unamortized debt discounts and debt issuance costs                                                        (26.0)             (22.2)
Less: current maturities                                                                                        (12.6)             (12.2)
Long-term debt, net of current maturities                                                                   $ 3,586.9          $ 2,846.2


On February 28, 2022, we issued $700.0 million aggregate principal amount of
3.85{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes due 2032, which were sold at 99.835{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} of the aggregate
principal amount.


We had $50.0 million and $340.0 million of commercial paper notes outstanding as
of December 31, 2022 and 2021, respectively. We also had $181.8 million of
non-recourse debt outstanding under our warehouse facilities and $146.9 million
of non-recourse debt under term securitizations of consolidated variable
interest entities ("VIEs") as of December 31, 2022.

A downgrade in our credit ratings could negatively impact the interest rate
payable on our 3.5{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes, 4.5{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes, 3.8{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes, and
4.75{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes and could negatively impact our ability to issue, or the
interest rates for, commercial paper notes. Additionally, an increase in our
leverage ratio could negatively impact the interest rates charged for borrowings
under our revolving credit facility.

See Note 10 of the Notes to Consolidated Financial Statements for more
information on our non-vehicle long-term debt, commercial paper, and
non-recourse debt.

Restrictions and Covenants


Our credit agreement and the indentures for our senior unsecured notes contain
customary financial and operating covenants that place restrictions on us,
including our ability to incur additional indebtedness to create liens or other
encumbrances, to sell (or otherwise dispose of) assets, and to merge or
consolidate with other entities.

Under our credit agreement, we are required to remain in compliance with a
maximum leverage ratio and maximum capitalization ratio. The leverage ratio is a
contractually defined amount principally reflecting non-vehicle debt divided by
a contractually defined measure of earnings with certain adjustments. The
capitalization ratio is a contractually defined amount principally reflecting
vehicle floorplan payable and non-vehicle debt divided by our total
capitalization including vehicle floorplan payable. The specific terms of these
covenants can be found in our credit agreement, which we filed with our Current
Report on Form 8-K on March 26, 2020.

The indentures for our senior unsecured notes contain certain limited covenants,
including limitations on liens and sale and leaseback transactions.


In addition, our failure to comply with the covenants contained in our credit
agreement and the indentures for our senior unsecured notes could result in the
acceleration of other indebtedness of AutoNation.

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As of December 31, 2022, we were in compliance with the requirements of the
financial covenants under our credit agreement and the indentures for our senior
unsecured notes. Under the terms of our credit agreement, at December 31, 2022,
our leverage ratio and capitalization ratio were as follows:

                                                December 31, 2022
                                         Requirement             Actual
                 Leverage ratio            ? 3.75x                1.62x
                 Capitalization ratio      ? 70.0{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}                59.9{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6}

Vehicle Floorplan Payable

The components of vehicle floorplan payable are as follows:

            (In millions)                              2022           2021
            Vehicle floorplan payable - trade       $   946.6      $   489.9
            Vehicle floorplan payable - non-trade     1,162.7          967.7
               Vehicle floorplan payable            $ 2,109.3      $ 1,457.6


Vehicle floorplan facilities are due on demand, but in the case of new vehicle
inventories, are generally paid within several business days after the related
vehicles are sold. Vehicle floorplan facilities are primarily collateralized by
vehicle inventories and related receivables.

Prior to October 2021, our vehicle floorplan facilities utilized LIBOR-based
interest rates. In connection with global reference rate reform initiatives,
particularly related to LIBOR, in October 2021, we began modifying our floorplan
agreements to replace the reference rate from LIBOR to an alternative reference
rate. The floorplan agreement modifications will be accounted for by
prospectively adjusting the effective interest rate in accordance with
accounting standards. We do not expect the change from LIBOR to an alternative
reference rate to have a material impact on our annual floorplan interest
expense. See Note 6 of the Notes to Consolidated Financial Statements for more
information on our vehicle floorplan payable.

Cash Flows

The following table summarizes the changes in our cash provided by (used in)
operating, investing, and financing activities:


                                                          Years Ended 

December 31,

    (In millions)                                    2022            2021           2020
    Net cash provided by operating activities    $  1,668.1      $  1,627.7      $ 1,207.6

Net cash used in investing activities $ (479.3) $ (460.3) $ (73.7)

Net cash used in financing activities $ (1,154.0) $ (1,676.5) $ (606.7)

Cash Flows from Operating Activities


Our primary sources of operating cash flows result from the sale of vehicles and
finance and insurance products, collections from customers for the sale of parts
and services, and proceeds from vehicle floorplan payable-trade. Our primary
uses of cash from operating activities are repayments of vehicle floorplan
payable-trade, purchases of inventory, personnel-related expenditures, and
payments related to taxes and leased properties.

2022 compared to 2021


Net cash provided by operating activities increased during 2022, as compared to
2021, primarily due to an increase in earnings, partially offset by an increase
in working capital requirements.

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Cash Flows from Investing Activities

Net cash flows from investing activities consist primarily of cash used in
capital additions and activity from business acquisitions, business
divestitures, property dispositions, originations and collections of auto loans
receivable acquired through third-party dealers, and other transactions.


We will make facility and infrastructure upgrades and improvements from time to
time as we identify projects that are required to maintain our current business
or that we expect to provide us with acceptable rates of return.

2022 compared to 2021


Net cash used in investing activities increased during 2022, as compared to
2021, primarily due to an increase in purchases of property and equipment, a
decrease in proceeds from the sale of equity securities, an increase in net cash
outflows related to auto loans receivable due to our recently acquired captive
finance company, and a decrease in proceeds from the disposal of assets held for
sale, partially offset by a decrease in cash used in acquisitions, net of cash
acquired.

Cash Flows from Financing Activities


Net cash flows from financing activities primarily include repurchases of common
stock, debt activity, changes in vehicle floorplan payable-non-trade, payments
of tax withholdings for stock-based awards, and proceeds from stock option
exercises.

2022 compared to 2021


During 2022, we repurchased 15.6 million shares of common stock for an aggregate
purchase price of $1.7 billion (average purchase price per share of $109.86),
including repurchases for which settlement occurred subsequent to December 31,
2022. During 2021, we repurchased 22.3 million shares of our common stock for an
aggregate purchase price of $2.3 billion (average purchase price per share of
$103.18).

During 2022, we issued $700.0 million aggregate principal amount of 3.85{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior
Notes due 2032. Cash flows from financing activities during 2022, reflect cash
payments of $6.6 million for debt issuance costs associated with the senior
notes issuance that are being amortized to interest expense over the term of the
related senior notes.

During 2021, we repaid the outstanding $300.0 million of 3.35{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes due
2021 and issued $400.0 million aggregate principal amount of 1.95{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes
due 2028 and $450.0 million aggregate principal amount of 2.4{194d821e0dc8d10be69d2d4a52551aeafc2dee4011c6c9faa8f16ae7103581f6} Senior Notes due
2031. Cash flows from financing activities during 2021, reflect cash payments of
$8.0 million for debt issuance costs associated with the senior note issuances
that are being amortized to interest expense over the terms of the related
senior notes.

Cash flows from financing activities include changes in commercial paper notes
outstanding totaling net payments of $290.0 million during 2022 compared to net
proceeds of $340.0 million during 2021 and vehicle floorplan payable-non-trade
totaling net proceeds of $178.6 million during 2022 compared to net repayments
of $263.9 million during 2021.

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Material Cash Requirements

The following table summarizes our current and long-term material cash
requirements as of December 31, 2022. The amounts presented are based upon,
among other things, the terms of any relevant agreements. Future events that may
occur related to the following payment obligations could cause actual payments
to differ significantly from these amounts.

                                                                                     Payments Due by Period
                                                                                                                                      More Than
                                                                   Less Than 1           1 - 3 Years           3 - 5 Years             5 Years
                                                                      Year                (2024 and             (2026 and             (2028 and
(In millions)                                   Total                (2023)                 2025)                 2027)              thereafter)

Vehicle floorplan payable (Note 6 )(1) $ 2,109.3 $ 2,109.3 $ – $ – $ –
Non-vehicle long-term debt, including finance 3,625.5

12.6                 982.0                 330.0               2,300.9
leases (Note 10)(1)(2)
Commercial paper (Note 10)(1)                      50.0                  50.0                     -                     -                     -
Interest payments(3)                              848.2                 132.3                 246.9                 181.2                 287.8
Operating lease and other commitments (Note       453.7                  55.9                  95.1                  79.0                 223.7

9)(1)(4)

Unrecognized tax benefits, net (Note 13)(1)        11.7                     -                   3.0                   8.7                     -
Deferred compensation obligations(5)              107.8                   5.3                     -                     -                 102.5
Estimated chargeback liability (Note              197.0                 107.3                  76.6                  12.6                   0.5

11)(1)(6)

Estimated self-insurance obligations (Note         94.5                  37.6                  31.6                  12.1                  13.2

12)(1)(7)

Purchase obligations and other commitments(8)     274.0                 209.5                  45.6                  13.9                   5.0
Total                                         $ 7,771.7          $    2,719.8          $    1,480.8          $      637.5          $    2,933.6

(1)See Notes to Consolidated Financial Statements.

(2)Amounts for non-vehicle long-term debt obligations reflect principal payments
and are not reduced for unamortized debt discounts of $5.5 million or debt
issuance costs of $20.5 million.


(3)Primarily represents scheduled fixed interest payments on our outstanding
senior unsecured notes and finance leases. Estimates of future interest payments
for vehicle floorplan payables and commercial paper are excluded due to the
short-term nature of these facilities.

(4)Amounts for operating lease commitments do not include certain operating
expenses such as maintenance, insurance, and real estate taxes. In 2022, these
charges totaled approximately $26 million. Additionally, operating leases that
are on a month-to-month basis are not included.

(5)Due to uncertainty regarding timing of payments expected beyond one year,
long-term obligations for deferred compensation arrangements have been
classified in the “More Than 5 Years” column.

(6)Our estimated chargeback obligations do not have scheduled maturities,
however, the timing of future payments is estimated based on historical
patterns.


(7)Our estimated self-insurance obligations are based on management estimates
and actuarial calculations. Although these obligations do not have scheduled
maturities, the timing of future payments is estimated based on historical
patterns.

(8)Primarily represents purchase orders and contracts in connection with real
estate construction projects and information technology and communication
systems.


We expect that the amounts above will be funded through cash flows from
operations or borrowings under our commercial paper program or credit agreement.
In the case of payments due upon the maturity of our debt instruments, we
currently expect to be able to refinance such instruments in the normal course
of business.

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The table above excludes the non-recourse debt that relates to auto loans
receivable funded through asset-backed term securitizations and/or warehouse
facilities. These receivables can only be used as collateral to settle
obligations of this non-recourse debt. In addition, the investors and/or
creditors in the non-recourse debt have no recourse to our assets for payment of
the debt beyond the related receivables, the amounts on deposit in reserve
accounts, and the restricted cash from collections on auto loans receivable.
Non-recourse debt, net of unamortized debt discounts and issuance costs, totaled
$323.6 million at December 31, 2022. See Note 5 and Note 10 to the Consolidated
Financial Statements for more information.

In the ordinary course of business, we are required to post performance and
surety bonds, letters of credit, and/or cash deposits as financial guarantees of
our performance. At December 31, 2022, surety bonds, letters of credit, and cash
deposits totaled $109.6 million, of which $0.4 million were letters of credit.
We do not currently provide cash collateral for outstanding letters of credit.
We have negotiated a letter of credit sublimit as part of our revolving credit
facility. The amount available to be borrowed under this revolving credit
facility is reduced on a dollar-for-dollar basis by the cumulative amount of any
outstanding letters of credit.

As further discussed in Note 13 of the Notes to Consolidated Financial
Statements, there are various tax matters where the ultimate resolution may
result in us owing additional tax payments.

Off-Balance Sheet Arrangements

As of December 31, 2022, we did not have any significant off-balance sheet
arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Forward-Looking Statements


Our business, financial condition, results of operations, cash flows, and
prospects, and the prevailing market price and performance of our common stock
may be adversely affected by a number of factors, including the matters
discussed below. Certain statements and information set forth in this Annual
Report on Form 10-K, including, without limitation, statements regarding our
strategic acquisitions, initiatives, partnerships, or investments, including the
planned expansion of our AutoNation USA used vehicle stores and our investments
in digital and online capabilities and mobility solutions; our expectations for
the future performance of our business and the automotive retail industry; as
well as other written or oral statements made from time to time by us or by our
authorized executive officers on our behalf that describe our objectives, goals,
or plans constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of
historical fact, including statements that describe our objectives, plans or
goals are, or may be deemed to be, forward-looking statements. Words such as
"anticipate," "expect," "intend," "goal," "target," "project," "plan,"
"believe," "continue," "may," "will," "could," and variations of such words and
similar expressions are intended to identify such forward-looking statements.
Our forward-looking statements reflect our current expectations concerning
future results and events, and they involve known and unknown risks,
uncertainties and other factors that are difficult to predict and may cause our
actual results, performance, or achievements to be materially different from any
future results, performance, or achievements expressed or implied by these
statements. These forward-looking statements speak only as of the date of this
report, and we undertake no obligation to revise or update these statements to
reflect subsequent events or circumstances. The risks, uncertainties, and other
factors that our stockholders and prospective investors should consider include,
but are not limited to, the following:

•The automotive retail industry is sensitive to changing economic conditions and
various other factors, including, but not limited to, unemployment levels,
consumer confidence, fuel prices, interest rates, and tariffs. Our business and
results of operations are substantially dependent on new and used vehicle sales
levels in the United States and in our particular geographic markets, as well as
the gross profit margins that we can achieve on our sales of vehicles, all of
which are very difficult to predict.

•The COVID-19 pandemic disrupted, and may continue to disrupt, our business,
results of operations, and financial condition going forward. Future epidemics,
pandemics, and other outbreaks could also disrupt our business, results of
operations, and financial condition.

•Our new vehicle sales are impacted by the incentive, marketing, and other
programs of vehicle manufacturers.

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•We are dependent upon the success and continued financial viability of the
vehicle manufacturers and distributors with which we hold franchises.

•We are subject to restrictions imposed by, and significant influence from,
vehicle manufacturers that may adversely impact our business, financial
condition, results of operations, cash flows, and prospects, including our
ability to acquire additional stores.


•We are investing significantly in various strategic initiatives, including the
planned expansion of our AutoNation USA stores, and if they are not successful,
we will have incurred significant expenses without the benefit of improved
financial results.

•If we are not able to maintain and enhance our retail brands and reputation or
to attract consumers to our own digital channels, or if events occur that damage
our retail brands, reputation, or sales channels, our business and financial
results may be harmed.

•We are subject to various risks associated with originating and servicing auto
finance loans through indirect lending to customers, any of which could have an
adverse effect on our business.

•New laws, regulations, or governmental policies in response to climate change,
including fuel economy and greenhouse gas emission standards, or changes to
existing standards, could adversely impact our business, results of operations,
financial condition, cash flow, and prospects.

•We are subject to numerous legal and administrative proceedings, which, if the
outcomes are adverse to us, could materially adversely affect our business,
results of operations, financial condition, cash flows, and prospects.


•Our operations are subject to extensive governmental laws and regulations. If
we are found to be in purported violation of or subject to liabilities under any
of these laws or regulations, or if new laws or regulations are enacted that
adversely affect our operations, our business, operating results, and prospects
could suffer.

•A failure of our information systems or any security breach or unauthorized
disclosure of confidential information could have a material adverse effect on
our business.

•Our debt agreements contain certain financial ratios and other restrictions on
our ability to conduct our business, and our substantial indebtedness could
adversely affect our financial condition and operations and prevent us from
fulfilling our debt service obligations.


•We are subject to interest rate risk in connection with our vehicle floorplan
payables, revolving credit facility, commercial paper program, and warehouse
facilities that could have a material adverse effect on our profitability.

•Goodwill and other intangible assets comprise a significant portion of our
total assets. We must test our goodwill and other intangible assets for
impairment at least annually, which could result in a material, non-cash
write-down of goodwill or franchise rights and could have a material adverse
impact on our results of operations and shareholders' equity.

•Our minority equity investments with readily determinable fair values are
required to be measured at fair value each reporting period, which could
adversely impact our results of operations and financial condition. The carrying
value of our minority equity investment that does not have a readily
determinable fair value is required to be adjusted for observable price changes
or impairments, both of which could adversely impact our results of operations
and financial condition.

•Our largest stockholders, as a result of their ownership stakes in us, may have
the ability to exert substantial influence over actions to be taken or approved
by our stockholders. In addition, future share repurchases and fluctuations in
the levels of ownership of our largest stockholders could impact the volume of
trading, liquidity, and market price of our common stock.

•Natural disasters and adverse weather events, including the effects of climate
change, can disrupt our business.

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Additional Information


Investors and others should note that we announce material financial information
using our company website (www.autonation.com), our investor relations website
(investors.autonation.com), SEC filings, press releases, public conference
calls, and webcasts. Information about AutoNation, its business, and its results
of operations may also be announced by posts on AutoNation's Twitter feed
(www.twitter.com/autonation).

The information that we post on our website and social media channels could be
deemed to be material information. As a result, we encourage investors, the
media, and others interested in AutoNation to review the information that we
post on those websites and social media channels. Our social media channels may
be updated from time to time on our investor relations website. The information
on or accessible through our websites and social media channels is not
incorporated by reference in this Annual Report on Form 10-K.

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