UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-Q
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2021
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                     
Commission File Number: 1-13461
Group 1 Automotive, Inc.
(Exact name of registrant as specified in its charter) 
Delaware76-0506313
(State of other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  800 Gessner,Suite 50077024
     Houston,TX(Zip code)
(Address of principal executive offices)
(713) 647-5700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTicker symbol(s)Name of exchange on which registered
Common stock, par value $0.01 per shareGPINew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerþ¨Accelerated filer
Non-accelerated filer¨☐Smaller reporting company
☐Emerging growth company
If an emerging growth company, indicate by check mark if that registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  þ
As of April 30,October 29, 2021, the registrant had 18,163,48218,100,651 shares of common stock outstanding.

Table of Contents
TABLE OF CONTENTS
 
GLOSSARY OF DEFINITIONS
1
2
Item 1.
2
18
Item 2.
2120
Item 3.
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Item 4.
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4356
Item 1.
4356
Item 1A.
4356
Item 2.
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Item 6.
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GLOSSARY OF DEFINITIONS

The following are abbreviations and definitions of terms used within this report:
TermsDefinitions
ASUAccounting Standards Update
BrexitWithdrawal of the U.K. from the European Union
BRLBrazilian Real (R$)
CODMChief Operating Decision Maker
COVID-19 pandemicCoronavirus disease first emerging in December 2019 and resulting in the ongoing global pandemic in 2020 and 2021
EPSEarnings per share
F&IFinance, insurance and other
FASBFinancial Accounting Standards Board
FMCCFord Motor Credit Company
GBPBritish Pound Sterling (£)
LIBORLondon Interbank Offered Rate
OEMOriginal equipment manufacturer
PRUPer retail unit
ROURight-of-use
RSARestricted stock award
SECSecurities and Exchange Commission
SG&ASelling, general and administrative
USDUnited States Dollar
U.K.United Kingdom
U.S.United States of America
U.S. GAAPAccounting principles generally accepted in the U.S.
VSCVehicle service contract

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GROUP 1 AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS 
(Unaudited)
(In millions, except share data)
March 31, 2021December 31, 2020September 30, 2021December 31, 2020
ASSETSASSETSASSETS
CURRENT ASSETS:CURRENT ASSETS:CURRENT ASSETS:
Cash and cash equivalentsCash and cash equivalents$82.9 $87.3 Cash and cash equivalents$296.9 $87.3 
Contracts-in-transit and vehicle receivables, netContracts-in-transit and vehicle receivables, net254.7 211.2 Contracts-in-transit and vehicle receivables, net171.8 211.2 
Accounts and notes receivable, netAccounts and notes receivable, net208.0 200.0 Accounts and notes receivable, net180.6 200.0 
InventoriesInventories1,320.4 1,468.0 Inventories850.8 1,468.0 
Prepaid expensesPrepaid expenses25.8 19.4 Prepaid expenses24.5 19.4 
Other current assetsOther current assets19.3 18.4 Other current assets46.2 18.4 
TOTAL CURRENT ASSETSTOTAL CURRENT ASSETS1,911.2 2,004.2 TOTAL CURRENT ASSETS1,570.8 2,004.2 
Property and equipment, net of accumulated depreciation of $475.2 and $460.2, respectively1,640.1 1,608.2 
Property and equipment, net of accumulated depreciation of $503.6 and $460.2, respectivelyProperty and equipment, net of accumulated depreciation of $503.6 and $460.2, respectively1,644.5 1,608.2 
Operating lease assetsOperating lease assets204.8 209.9 Operating lease assets218.0 209.9 
GoodwillGoodwill1,019.1 997.1 Goodwill1,034.5 997.1 
Intangible franchise rightsIntangible franchise rights236.3 232.8 Intangible franchise rights237.1 232.8 
Other long-term assetsOther long-term assets53.6 37.2 Other long-term assets52.7 37.2 
TOTAL ASSETSTOTAL ASSETS$5,065.1 $5,089.4 TOTAL ASSETS$4,757.6 $5,089.4 
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:CURRENT LIABILITIES:CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other, net of offset account of $231.9 and $160.4, respectively$616.4 $767.6 
Floorplan notes payable — manufacturer affiliates, net of offset account of $12.9 and $16.0, respectively327.8 327.5 
Floorplan notes payable — credit facility and other, net of offset account of $331.2 and $160.4, respectivelyFloorplan notes payable — credit facility and other, net of offset account of $331.2 and $160.4, respectively$83.8 $767.6 
Floorplan notes payable — manufacturer affiliates, net of offset account of $3.5 and $16.0, respectivelyFloorplan notes payable — manufacturer affiliates, net of offset account of $3.5 and $16.0, respectively234.2 327.5 
Current maturities of long-term debtCurrent maturities of long-term debt64.3 56.7 Current maturities of long-term debt57.6 56.7 
Current operating lease liabilitiesCurrent operating lease liabilities20.2 21.5 Current operating lease liabilities22.0 21.5 
Accounts payableAccounts payable439.9 442.6 Accounts payable381.7 442.6 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities243.9 226.9 Accrued expenses and other current liabilities266.9 226.9 
TOTAL CURRENT LIABILITIESTOTAL CURRENT LIABILITIES1,712.5 1,842.7 TOTAL CURRENT LIABILITIES1,046.1 1,842.7 
Long-term debtLong-term debt1,282.6 1,294.7 Long-term debt1,276.3 1,294.7 
Long-term operating lease liabilitiesLong-term operating lease liabilities200.8 207.6 Long-term operating lease liabilities213.1 207.6 
Deferred income taxesDeferred income taxes158.0 141.0 Deferred income taxes159.2 141.0 
Other long-term liabilitiesOther long-term liabilities134.5 153.8 Other long-term liabilities144.4 153.8 
Commitments and Contingencies (Note 12)00
Commitments and Contingencies (Note 11)Commitments and Contingencies (Note 11)00
STOCKHOLDERS’ EQUITY:STOCKHOLDERS’ EQUITY:STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value, 50,000,000 shares authorized; 25,367,736 and 25,433,048 shares issued, respectively0.3 0.3 
Common stock, $0.01 par value, 50,000,000 shares authorized; 25,343,056 and 25,433,048 shares issued, respectivelyCommon stock, $0.01 par value, 50,000,000 shares authorized; 25,343,056 and 25,433,048 shares issued, respectively0.3 0.3 
Additional paid-in capitalAdditional paid-in capital305.7 308.3 Additional paid-in capital320.2 308.3 
Retained earningsRetained earnings1,914.2 1,817.9 Retained earnings2,265.0 1,817.9 
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)(156.2)(184.0)Accumulated other comprehensive income (loss)(166.1)(184.0)
Treasury stock, at cost; 7,203,806 and 7,342,546 shares, respectively(487.3)(492.8)
Treasury stock, at cost; 7,242,405 and 7,342,546 shares, respectivelyTreasury stock, at cost; 7,242,405 and 7,342,546 shares, respectively(500.8)(492.8)
TOTAL STOCKHOLDERS’ EQUITYTOTAL STOCKHOLDERS’ EQUITY1,576.6 1,449.6 TOTAL STOCKHOLDERS’ EQUITY1,918.6 1,449.6 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITYTOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$5,065.1 $5,089.4 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$4,757.6 $5,089.4 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
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GROUP 1 AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In millions, except per share data)
Three Months Ended March 31, Three Months Ended September 30,Nine Months Ended September 30,
20212020 2021202020212020
REVENUES:REVENUES:REVENUES:
New vehicle retail salesNew vehicle retail sales$1,543.4 $1,342.2 New vehicle retail sales$1,576.2 $1,580.7 $4,974.9 $3,985.5 
Used vehicle retail salesUsed vehicle retail sales898.8 779.0 Used vehicle retail sales1,248.3 867.2 3,342.7 2,287.4 
Used vehicle wholesale salesUsed vehicle wholesale sales80.2 86.5 Used vehicle wholesale sales109.4 86.7 286.0 221.9 
Parts and service salesParts and service sales360.6 370.6 Parts and service sales427.6 375.6 1,180.4 1,028.2 
Finance, insurance and other, netFinance, insurance and other, net127.0 112.5 Finance, insurance and other, net147.7 129.5 435.7 338.7 
Total revenuesTotal revenues3,010.0 2,690.8 Total revenues3,509.2 3,039.6 10,219.7 7,861.7 
COST OF SALES:COST OF SALES:COST OF SALES:
New vehicle retail salesNew vehicle retail sales1,444.3 1,279.4 New vehicle retail sales1,408.5 1,481.5 4,542.9 3,759.7 
Used vehicle retail salesUsed vehicle retail sales839.2 736.9 Used vehicle retail sales1,149.8 796.1 3,075.5 2,127.9 
Used vehicle wholesale salesUsed vehicle wholesale sales76.3 85.5 Used vehicle wholesale sales101.8 80.7 265.3 212.9 
Parts and service salesParts and service sales159.6 172.6 Parts and service sales195.9 169.4 530.9 473.9 
Total cost of salesTotal cost of sales2,519.4 2,274.3 Total cost of sales2,856.0 2,527.7 8,414.5 6,574.4 
GROSS PROFITGROSS PROFIT490.7 416.5 GROSS PROFIT653.2 512.0 1,805.1 1,287.2 
Selling, general and administrative expensesSelling, general and administrative expenses318.4 328.0 Selling, general and administrative expenses385.1 305.8 1,080.3 870.9 
Depreciation and amortization expenseDepreciation and amortization expense19.5 18.6 Depreciation and amortization expense19.6 19.1 57.9 56.5 
INCOME (LOSS) FROM OPERATIONS152.7 69.9 
INTEREST EXPENSE:
Asset impairmentsAsset impairments1.7 — 1.7 23.8 
INCOME FROM OPERATIONSINCOME FROM OPERATIONS246.8 187.1 665.3 336.0 
Floorplan interest expenseFloorplan interest expense7.6 12.9 Floorplan interest expense4.8 8.1 21.2 31.1 
Other interest expense, netOther interest expense, net13.8 18.1 Other interest expense, net13.2 14.6 40.7 49.0 
INCOME (LOSS) BEFORE INCOME TAXES131.4 38.9 
(Benefit) provision for income taxes29.4 9.1 
NET INCOME (LOSS)$101.9 $29.8 
BASIC EARNINGS (LOSS) PER SHARE$5.54 $1.62 
Loss on extinguishment of debtLoss on extinguishment of debt3.8 3.3 3.8 13.7 
INCOME BEFORE INCOME TAXESINCOME BEFORE INCOME TAXES225.0 161.0 599.6 242.2 
Provision for income taxesProvision for income taxes52.9 34.6 134.6 55.8 
NET INCOMENET INCOME$172.1 $126.4 $465.0 $186.4 
BASIC EARNINGS PER SHAREBASIC EARNINGS PER SHARE$9.37 $6.86 $25.31 $10.11 
Weighted average common shares outstandingWeighted average common shares outstanding17.8 17.8 Weighted average common shares outstanding17.8 17.8 17.8 17.8 
DILUTED EARNINGS (LOSS) PER SHARE$5.52 $1.61 
DILUTED EARNINGS PER SHAREDILUTED EARNINGS PER SHARE$9.33 $6.83 $25.21 $10.08 
Weighted average dilutive common shares outstandingWeighted average dilutive common shares outstanding17.8 17.8 Weighted average dilutive common shares outstanding17.8 17.8 17.8 17.8 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
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GROUP 1 AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In millions)
Three Months Ended March 31, Three Months Ended September 30,Nine Months Ended September 30,
20212020 2021202020212020
NET INCOME (LOSS)$101.9 $29.8 
NET INCOMENET INCOME$172.1 $126.4 $465.0 $186.4 
Other comprehensive income (loss), net of taxes:Other comprehensive income (loss), net of taxes:Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustmentForeign currency translation adjustment(2.3)(27.9)Foreign currency translation adjustment(11.5)6.0 (6.7)(24.4)
Net unrealized gain (loss) on interest rate risk management activities, net of tax:Net unrealized gain (loss) on interest rate risk management activities, net of tax:Net unrealized gain (loss) on interest rate risk management activities, net of tax:
Unrealized gain (loss) arising during the period, net of tax benefit (provision) of $(9.4) and $9.7, respectively27.8 (31.6)
Reclassification adjustment for (gain) loss included in interest expense, net of tax benefit (provision) of $0.7 and $0.2, respectively2.4 0.5 
Unrealized gain (loss) arising during the period, net of tax benefit (provision) of $0.2, $0.6, $(4.9) and $12.6, respectivelyUnrealized gain (loss) arising during the period, net of tax benefit (provision) of $0.2, $0.6, $(4.9) and $12.6, respectively(0.6)(1.8)16.1 (40.4)
Reclassification adjustment for realized (gain) loss on interest rate swap termination included in SG&A, net of tax benefit (provision) of $— for all periods presentedReclassification adjustment for realized (gain) loss on interest rate swap termination included in SG&A, net of tax benefit (provision) of $— for all periods presented— 0.1 — 0.1 
Reclassification adjustment for loss included in interest expense, net of tax benefit of $0.6, $0.8, $1.9 and $1.7, respectivelyReclassification adjustment for loss included in interest expense, net of tax benefit of $0.6, $0.8, $1.9 and $1.7, respectively1.8 2.7 6.1 5.4 
Reclassification related to de-designated interest rate swaps, net of tax benefit of $—, $—, $0.7 and $—, respectivelyReclassification related to de-designated interest rate swaps, net of tax benefit of $—, $—, $0.7 and $—, respectively— — 2.4 — 
Unrealized gain (loss) on interest rate risk management activities, net of taxUnrealized gain (loss) on interest rate risk management activities, net of tax30.2 (31.1)Unrealized gain (loss) on interest rate risk management activities, net of tax1.3 1.0 24.5 (35.0)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXOTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX27.9 (59.0)OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX(10.2)7.0 17.9 (59.3)
COMPREHENSIVE INCOME (LOSS)$129.8 $(29.3)
COMPREHENSIVE INCOMECOMPREHENSIVE INCOME$161.9 $133.4 $482.9 $127.0 

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
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GROUP 1 AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 
(Unaudited)
(In millions, except share data)
 Common StockAdditional
Paid-in Capital		Retained EarningsAccumulated
Other
Comprehensive Income (Loss)		Treasury StockTotal
 SharesAmount
BALANCE, DECEMBER 31, 202025,433,048 $0.3 $308.3 $1,817.9 $(184.0)$(492.8)$1,449.6 
Net income (loss)— — — 101.9 — — 101.9 
Other comprehensive income (loss), net of taxes— — — — 27.9 — 27.9 
Net issuance of treasury shares to stock compensation plans(65,312)— (9.0)— — 5.5 (3.5)
Stock-based compensation— — 6.4 — — — 6.4 
Dividends declared ($0.31 per share)— — — (5.6)— — (5.6)
BALANCE, MARCH 31, 202125,367,736 $0.3 $305.7 $1,914.2 $(156.2)$(487.3)$1,576.6 
 Common StockAdditional
Paid-in Capital		Retained EarningsAccumulated
Other
Comprehensive Income (Loss)		Treasury StockTotal
 SharesAmount
BALANCE, JUNE 30, 202125,357,677 $0.3 $313.6 $2,099.1 $(155.9)$(503.1)$1,754.0 
Net income— — — 172.1 — — 172.1 
Other comprehensive loss, net of taxes— — — — (10.2)— (10.2)
Net issuance of treasury shares to stock compensation plans(14,621)— 0.8 — — 2.3 3.2 
Stock-based compensation— — 5.7 — — — 5.7 
Dividends declared ($0.34 per share)— — — (6.3)— — (6.3)
BALANCE, SEPTEMBER 30, 202125,343,056 $0.3 $320.2 $2,265.0 $(166.1)$(500.8)$1,918.6 
 Common StockAdditional
Paid-in Capital		Retained EarningsAccumulated
Other
Comprehensive Income (Loss)		Treasury StockTotal
 SharesAmount
BALANCE, DECEMBER 31, 202025,433,048 $0.3 $308.3 $1,817.9 $(184.0)$(492.8)$1,449.6 
Net income— — — 465.0 — — 465.0 
Other comprehensive income, net of taxes— — — — 17.9 — 17.9 
Purchases of treasury stock— — — — — (18.6)(18.6)
Net issuance of treasury shares to stock compensation plans(89,992)— (7.1)— — 10.7 3.6 
Stock-based compensation— — 19.0 — — — 19.0 
Dividends declared ($0.98 per share)— — — (17.9)— — (17.9)
BALANCE, SEPTEMBER 30, 202125,343,056 $0.3 $320.2 $2,265.0 $(166.1)$(500.8)$1,918.6 

 Common StockAdditional
Paid-in Capital		Retained EarningsAccumulated
Other
Comprehensive Income (Loss)		Treasury StockTotal
 SharesAmount
BALANCE, DECEMBER 31, 201925,486,711 $0.3 $295.3 $1,542.4 $(147.0)$(435.3)$1,255.7 
Net income (loss)— — — 29.8 — — 29.8 
Other comprehensive income (loss), net of taxes— — — — (59.0)— (59.0)
Purchases of treasury stock— — — — — (48.9)(48.9)
Net issuance of treasury shares to stock compensation plans(38,436)— (12.7)— — 10.2 (2.5)
Stock-based compensation— — 5.1 — — — 5.1 
Dividends declared ($0.30 per share)— — — (5.5)— — (5.5)
BALANCE, MARCH 31, 202025,448,275 $0.3 $287.8 $1,566.7 $(206.0)$(474.1)$1,174.6 





See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
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GROUP 1 AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In millions, except share data)
 Common StockAdditional
Paid-in Capital		Retained EarningsAccumulated
Other
Comprehensive Income (Loss)		Treasury StockTotal
 SharesAmount
BALANCE, JUNE 30, 202025,439,581 $0.3 $300.0 $1,596.9 $(213.3)$(467.9)$1,215.9 
Net income— — — 126.4 — — 126.4 
Other comprehensive income, net of taxes— — — — 7.0 — 7.0 
Net issuance of treasury shares to stock compensation plans165 — (1.4)— — 3.6 2.2 
Stock-based compensation— — 5.3 — — — 5.3 
BALANCE, SEPTEMBER 30, 202025,439,746 $0.3 $304.0 $1,723.3 $(206.3)$(464.3)$1,356.9 
 Common StockAdditional
Paid-in Capital		Retained EarningsAccumulated
Other
Comprehensive Income (Loss)		Treasury StockTotal
 SharesAmount
BALANCE, DECEMBER 31, 201925,486,711 $0.3 $295.3 $1,542.4 $(147.0)$(435.3)$1,255.7 
Net income— — — 186.4 — — 186.4 
Other comprehensive loss, net of taxes— — — — (59.3)— (59.3)
Purchases of treasury stock— — — — — (48.9)(48.9)
Net issuance of treasury shares to stock compensation plans(46,964)— (18.4)— — 20.0 1.6 
Stock-based compensation— — 27.0 — — — 27.0 
Dividends declared ($0.30 per share)— — — (5.5)— — (5.5)
BALANCE, SEPTEMBER 30, 202025,439,746 $0.3 $304.0 $1,723.3 $(206.3)$(464.3)$1,356.9 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
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GROUP 1 AUTOMOTIVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
Three Months Ended March 31, Nine Months Ended September 30,
20212020 20212020
CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$101.9 $29.8 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net incomeNet income$465.0 $186.4 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization19.5 18.6 Depreciation and amortization57.9 56.5 
Change in operating lease assetsChange in operating lease assets5.9 6.4 Change in operating lease assets18.1 18.1 
Deferred income taxesDeferred income taxes5.9 (0.4)Deferred income taxes7.7 (2.8)
Asset impairmentsAsset impairments1.7 23.8 
Stock-based compensationStock-based compensation6.4 5.1 Stock-based compensation19.0 27.0 
Amortization of debt discount and issue costs0.6 1.0 
(Gain) loss on disposition of assets(1.1)0 
Amortization of debt discount and issuance costsAmortization of debt discount and issuance costs1.8 2.6 
Gain on disposition of assetsGain on disposition of assets(2.1)— 
Loss on extinguishment of debtLoss on extinguishment of debt3.8 13.7 
Unrealized loss on derivative instrumentsUnrealized loss on derivative instruments1.4 — 
OtherOther(0.5)0.4 Other2.0 1.9 
Changes in assets and liabilities, net of acquisitions and dispositions:Changes in assets and liabilities, net of acquisitions and dispositions:Changes in assets and liabilities, net of acquisitions and dispositions:
Accounts payable and accrued expensesAccounts payable and accrued expenses18.3 (98.1)Accounts payable and accrued expenses(21.6)(58.8)
Accounts and notes receivableAccounts and notes receivable(8.4)41.6 Accounts and notes receivable19.2 25.2 
InventoriesInventories149.3 (125.7)Inventories643.0 499.6 
Contracts-in-transit and vehicle receivablesContracts-in-transit and vehicle receivables(43.5)135.2 Contracts-in-transit and vehicle receivables43.1 33.0 
Prepaid expenses and other assetsPrepaid expenses and other assets(7.9)1.8 Prepaid expenses and other assets(10.0)41.1 
Floorplan notes payable — manufacturer affiliates
Floorplan notes payable — manufacturer affiliates
(0.5)35.9 
Floorplan notes payable — manufacturer affiliates
(112.5)(137.9)
Deferred revenuesDeferred revenues(0.1)(0.2)Deferred revenues(1.1)(0.4)
Operating lease liabilitiesOperating lease liabilities(6.6)(7.3)Operating lease liabilities(18.9)(16.3)
Net cash provided by (used in) operating activities239.3 44.1 
Net cash provided by operating activitiesNet cash provided by operating activities1,117.5 712.7 
CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash received(49.9)0 
Cash paid for acquisitions, net, including repayment of sellers’ floorplan notes payable of $5.3 and $—, respectivelyCash paid for acquisitions, net, including repayment of sellers’ floorplan notes payable of $5.3 and $—, respectively(74.6)(1.3)
Proceeds from disposition of franchises, property and equipmentProceeds from disposition of franchises, property and equipment10.4 0.5 Proceeds from disposition of franchises, property and equipment19.8 1.3 
Purchases of property and equipmentPurchases of property and equipment(37.3)(31.6)Purchases of property and equipment(88.4)(78.8)
Net cash provided by (used in) investing activities(76.7)(31.1)
OtherOther(20.4)— 
Net cash used in investing activitiesNet cash used in investing activities(163.5)(78.8)
CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility — floorplan line and other
Borrowings on credit facility — floorplan line and other
2,310.4 1,691.6 
Borrowings on credit facility — floorplan line and other
5,796.1 7,590.5 
Repayments on credit facility — floorplan line and other
Repayments on credit facility — floorplan line and other
(2,461.6)(1,665.6)
Repayments on credit facility — floorplan line and other
(6,479.2)(7,960.7)
Borrowings on credit facility — acquisition line
Borrowings on credit facility — acquisition line
0 30.0 
Borrowings on credit facility — acquisition line
67.3 284.0 
Repayments on credit facility — acquisition line
Repayments on credit facility — acquisition line
0 (30.0)
Repayments on credit facility — acquisition line
(59.9)(296.5)
Debt issuance costsDebt issuance costs0 (0.1)Debt issuance costs— (9.0)
Borrowings of senior notesBorrowings of senior notes— 550.0 
Repayments of senior notesRepayments of senior notes— (857.9)
Borrowings on other debtBorrowings on other debt40.1 46.2 Borrowings on other debt110.0 252.9 
Principal payments on other debtPrincipal payments on other debt(45.4)(33.7)Principal payments on other debt(143.7)(90.8)
Proceeds from employee stock purchase planProceeds from employee stock purchase plan3.5 2.5 Proceeds from employee stock purchase plan11.9 7.0 
Payments of tax withholding for stock-based awards(7.0)(5.0)
Payments of tax withholding for stock-based compensationPayments of tax withholding for stock-based compensation(8.3)(5.5)
Repurchases of common stock, amounts based on settlement dateRepurchases of common stock, amounts based on settlement date0 (48.9)Repurchases of common stock, amounts based on settlement date(18.6)(48.9)
Dividends paidDividends paid(5.6)(5.5)Dividends paid(17.9)(5.5)
Net cash provided by (used in) financing activities(165.6)(18.5)
Net cash used in financing activitiesNet cash used in financing activities(742.2)(590.4)
Effect of exchange rate changes on cashEffect of exchange rate changes on cash(1.3)(3.4)Effect of exchange rate changes on cash(2.1)(5.4)
Net increase (decrease) in cash, cash equivalents and restricted cash(4.3)(8.9)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period87.3 28.1 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period$82.9 $19.2 
Net increase in cash and cash equivalentsNet increase in cash and cash equivalents209.7 38.1 
CASH AND CASH EQUIVALENTS, beginning of periodCASH AND CASH EQUIVALENTS, beginning of period87.3 28.1 
CASH AND CASH EQUIVALENTS, end of periodCASH AND CASH EQUIVALENTS, end of period$296.9 $66.2 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. INTERIM FINANCIAL INFORMATION
Business
Group 1 Automotive, Inc., a Delaware corporation, is a leading operator in the automotive retailing industry with business activities in 15 states in the U.S., 3335 towns in the U.K. and 3 states in Brazil. Group 1 Automotive, Inc. and its subsidiaries are collectively referred to as the “Company” in these Notes to Condensed Consolidated Financial Statements. Through its dealerships, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.
As of March 31,September 30, 2021, the Company’s retail network consisted of 118117 dealerships inin the U.S., 55 deale49 dealershipsrships in the U.K. and 16 dealerships in Brazil. The U.S. and Brazil are led by the President, U.S. and Brazilian Operations, and the U.K. is led by an Operations Director, each reporting directly to the Company's Chief Executive Officer. The President, U.S. and Brazilian Operations, and the U.K. Operations Director are responsible for the overall performance of their respective regions, as well as for overseeing field level management.
The Company’s operating results are generally subject to seasonal variations, as well as changes in the economic environment. In the U.S., the Company generally experiences higher volumes of vehicle sales and service in the second and third calendar quarters of each year. In addition, in some regions of the U.S., vehicle purchases decline during the winter months due to inclement weather. In the U.K., the first and third quarters tend to be stronger, driven by the vehicle license plate change months of March and September. In Brazil, the first quarter is generally the weakest, driven by more consumer vacations and activities associated with Carnival, while the third and fourth quarters tend to be stronger. Other factors unrelated to seasonality, such as the COVID-19 pandemic, changes in economic conditions, manufacturer incentive programs, supply issues, seasonal weather events and/orand changes in foreign currency exchange rates may exaggerate seasonal or cause counter-seasonal fluctuations in the Company’s revenues and operating income. 
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements and notes thereto, have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Results for interim periods are not necessarily indicative of the results that can be expected for a full year and therefore should be read in conjunction with the Company’s audited Financial Statements and notes thereto included within the Company’s most recent Annual Report on Form 10-K.10-K for the year ended December 31, 2020 (the “2020 Form 10-K”).
The accompanying Condensed Consolidated Financial Statements reflect the consolidated accounts of the parent company, Group 1 Automotive, Inc., and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated in consolidation.
Certain prior-period amounts have been reclassified to conform to current-period presentation. Specifically, the long-term liabilities associated with the Company’s interest rate swaps have been combined into the caption Other long-term liabilities in the Condensed Consolidated Balance Sheets. The reclassification within the Condensed Consolidated Balance Sheets had no effect on any subtotal in the statements. Additionally, repayments and borrowings on the Company’s real estate related and other debt have been combined within the captions Repayments on other debt and Borrowings on other debt, respectively, in the Condensed Consolidated Statements of Cash Flows. The reclassification within the Condensed Consolidated Statements of Cash Flows had no effect on any subtotal in the statements.
Certain amounts in the Condensed Consolidated Financial Statements and the accompanying notes may not compute due to rounding. All computations have been calculated using unrounded amounts for all periods presented. These Condensed Consolidated Financial Statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented.
During the three months ended June 30, 2020, the Company recorded an out-of-period adjustment of $10.6 million, resulting in an increase to Selling, general and administrative expenses and Additional paid-in capital, to correct stock-based compensation for awards granted in prior years to retirement eligible employees not recognized timely due to the incorrect treatment of a non-substantive service condition. The impact to the three months ended June 30, 2020, was a decrease to net income of $9.7 million and a decrease to diluted earnings per common share of $0.53. The effect of this adjustment on any previously reported periods was not material based on a quantitative and qualitative evaluation.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Use of Estimates
The preparation of the Company’s financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period. Management analyzes the Company’s estimates based on historical experience and other assumptions that are believed to be reasonable under the circumstances,circumstances; however, actual results could differ materially from such estimates. The significant estimates made by management in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, inventory valuation adjustments, reserves for future chargebacks on finance, insurance and vehicle service contract fees, self-insured property and casualty insurance exposure, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of goodwill and intangible franchise rights and reserves for potential litigation.
Recent Accounting Pronouncements
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional expedients and exceptions for companies that have contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. The optional expedients and exceptions are intended to ease the financial reporting burdens mainly related to contract modification accounting, hedge accounting and lease accounting. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020 and will apply through December 31, 2022. LIBOR is used as an interest rate “benchmark” in the majority of the Company’s floorplan notes payable, as well as its mortgages, other debt and lease contracts. Additionally, the Company’s derivative instruments are benchmarked to LIBOR. The Company will apply the relief described as its arrangements are modified and does not expect the adoption will have ana material impact on the Company’s consolidated financial statements due to the relief provided.statements.
2. REVENUES
The following tables present the Company’s revenues disaggregated by its geographical segments (in millions):
Three Months Ended March 31, 2021
U.S.U.K.BrazilTotal
New vehicle retail sales$1,246.0 $263.2 $34.1 $1,543.4 
Used vehicle retail sales696.5 191.6 10.7 898.8 
Used vehicle wholesale sales50.4 27.8 2.0 80.2 
Total new and used vehicle sales1,993.0 482.6 46.8 2,522.4 
Parts and service sales (1)
296.3 56.5 7.9 360.6 
Finance, insurance and other, net (2)
115.1 10.6 1.4 127.0 
Total revenues$2,404.3 $549.6 $56.1 $3,010.0 
Three Months Ended March 31, 2020
U.S.U.K.BrazilTotal
New vehicle retail sales$988.4 $296.3 $57.5 $1,342.2 
Used vehicle retail sales570.3 188.8 19.9 779.0 
Used vehicle wholesale sales46.8 35.8 3.8 86.5 
Total new and used vehicle sales1,605.5 520.9 81.3 2,207.7 
Parts and service sales (1)
304.6 56.4 9.6 370.6 
Finance, insurance and other, net (2)
97.4 13.3 1.7 112.5 
Total revenues$2,007.6 $590.7 $92.5 $2,690.8 
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
U.S.U.K.BrazilTotalU.S.U.K.BrazilTotal
New vehicle retail sales$1,208.5 $305.4 $62.3 $1,576.2 $3,958.9 $869.7 $146.3 $4,974.9 
Used vehicle retail sales902.3 328.0 18.0 1,248.3 2,481.7 820.5 40.5 3,342.7 
Used vehicle wholesale sales68.0 38.1 3.3 109.4 179.6 98.4 8.0 286.0 
Total new and used vehicle sales2,178.8 671.5 83.6 2,933.9 6,620.2 1,788.7 194.7 8,603.6 
Parts and service sales (1)
353.1 63.4 11.1 427.6 982.0 170.2 28.2 1,180.4 
Finance, insurance and other, net (2)
130.5 15.6 1.7 147.7 389.4 41.9 4.4 435.7 
Total revenues$2,662.4 $750.4 $96.4 $3,509.2 $7,991.6 $2,000.7 $227.3 $10,219.7 
Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
U.S.U.K.BrazilTotalU.S.U.K.BrazilTotal
New vehicle retail sales$1,172.2 $376.6 $31.9 $1,580.7 $3,076.3 $800.1 $109.1 $3,985.5 
Used vehicle retail sales608.2 248.1 10.9 867.2 1,719.4 529.7 38.3 2,287.4 
Used vehicle wholesale sales44.8 39.5 2.4 86.7 122.1 90.6 9.2 221.9 
Total new and used vehicle sales1,825.2 664.2 45.2 2,534.6 4,917.8 1,420.4 156.6 6,494.8 
Parts and service sales (1)
306.4 61.3 8.0 375.6 865.2 139.5 23.4 1,028.2 
Finance, insurance and other, net (2)
113.0 15.4 1.1 129.5 300.2 35.1 3.4 338.7 
Total revenues$2,244.6 $740.8 $54.3 $3,039.6 $6,083.3 $1,595.0 $183.4 $7,861.7 
(1) The Company has applied the optional exemptionelected not to disclose revenues related to remaining performance obligations on its maintenance and repair services as the duration of these contracts is less than one year.
(2) Includes variable consideration recognizedrecognized of $6.0$5.1 million and $4.0and $7.6 million during the three months ended March 31,September 30, 2021 and 2020, respectively, and $18.7 million and $16.9 million during the nine months ended September 30, 2021 and 2020, respectively, relating to performance obligations satisfied in previous periods on the Company’sCompany’s retrospective commission income contracts. Refer to Note 7. Receivables, Net and Contract Assets for additional information onthe balance of the Company’s contract assets associated with revenues from the arrangement of financing and sale of service and insurance contracts.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
3. ACQUISITIONS AND DISPOSITIONS
Acquisitions
The Company accounts for business combinations under the acquisition method of accounting, under which the Company allocates the purchase price to the assets and liabilities assumed based on an estimate of fair value.
During the threenine months ended March 31,September 30, 2021, the Company acquired 2 dealerships, representing 2 franchises, in the U.S. and 7 dealerships, representing 9 franchises, in the U.K. Aggregate consideration paid for these dealerships, which were accounted for as business combinations, totaled $49.9$74.6 million, net of cash acquired. Goodwill associated with these acquisitions totaled $41.4 million.
During the threenine months ended March 31,September 30, 2020, the Company had no activity related to acquisitions.acquired a collision center in the U.S., which was integrated into an existing dealership. Aggregate consideration paid was $1.3 million. Goodwill associated with this acquisition was not material.
Dispositions
During the three months ended March 31,On September 13, 2021, the Company’s dispositionsCompany entered into a Purchase Agreement (the “Purchase Agreement”) to purchase substantially all the assets, including real estate, of Prime Automotive Group (the “Seller”), headquartered in Westwood, Massachusetts (the “Prime Acquisition”). The Company expects to pay a purchase price of approximately $880 million, excluding repayment of sellers’ floorplan notes payable, subject to customary adjustments described in the Purchase Agreement (the “Purchase Price”) and appropriate reductions for any exercise of customary manufacturer rights of first refusal. The Purchase Price is expected to be financed through a combination of cash, available lines of credit and debt financing. The operating assets expected to be acquired include 1 dealership30 dealerships, representing 1 franchise43 franchises, and 1 franchise disposition3 collision centers in the Northeastern U.S. In connection with the execution of the Purchase Agreement, the Company made a deposit of $20.0 million into an escrow account. The deposit is recorded in Other Current Assets on the Condensed Consolidated Balance Sheets and reflected in Other within an existing dealershipCash Flows from Investing Activities on the Condensed Consolidated Statements of Cash Flows. The Prime Acquisition is expected to close in November 2021.
In October 2021, the Company acquired 3 dealerships representing 6 franchises in the U.S. The Company recorded a net pre-tax gain totaling $1.0for approximately $66.8 million, related to these dispositions. The Company also terminated 1 franchise representing 1 dealership in the U.K.excluding repayment of sellers’ floorplan notes payable.
During the three months ended March 31, 2020, the Company had no activity related to dispositions.Dispositions
The Company’s dispositions generally consist of dealership assets and related real estate. Gains and losses on dispositions are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
During the nine months ended September 30, 2021, the Company recorded a net pre-tax gain totaling $1.8 million related to the disposition of 2 dealerships representing 2 franchises and 1 franchise within an existing dealership in the U.S. The dispositions reduced goodwill by $2.2 million. The Company also terminated 1 franchise representing 1 dealership in the U.K.
During the nine months ended September 30, 2020, the Company had no activity related to dispositions.
4. SEGMENT INFORMATION
As of March 31, 2021 and 2020, theThe Company hadconducts business in 3 reportable segments: the U.S., the U.K. and Brazil. The U.S. and BrazilCompany defines its segments are led byas those operations whose results the President, U.S. and Brazilian Operations, and the U.K. segment is led by an Operations Director, each reporting directly to the Company'sCompany’s Chief Executive Officer, who is the CODM. The President, U.S.chief operating decision maker, regularly reviews to analyze performance and Brazilian Operations, and the U.K. Operations Director are responsible for the overall performance of their respective regions, as well as for overseeing field level management. Each region engages in business activities and their respective operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the region and to assess performance.allocate resources. Each segment is comprised of retail automotive franchises that sell new and used cars and light trucks; arrange related vehicle financing; sell service and insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts.
Selected reportable segment data is as follows for the three months ended March 31, 2021 and 2020 (in millions):
Three Months Ended March 31, 2021
U.S.U.K.BrazilTotal
Total revenues$2,404.3 $549.6 $56.1 $3,010.0 
Income (loss) before income taxes (1)
$121.6 $8.4 $1.4 $131.4 
Three Months Ended March 31, 2020
U.S.U.K.BrazilTotal
Total revenues$2,007.6 $590.7 $92.5 $2,690.8 
Income (loss) before income taxes (2)
$42.2 $(2.7)$(0.6)$38.9 
(1) For the three months ended March 31, 2021, income (loss) before income taxes includes the following: in the U.S. segment, $2.2 million in expenses related to a winter storm, $1.0 million net gain on legal matters and $0.9 million net gain on dealership and real estate transactions; and in the U.K. segment, $0.6 million net loss on dealership and real estate transactions.
(2) For the three months ended March 31, 2020, income (loss) before income taxes includes a $0.9 million severance expense in the Brazil segment.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Selected reportable segment data is as follows for the three and nine months ended September 30, 2021 and 2020 (in millions):
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
U.S.U.K.BrazilTotalU.S.U.K.BrazilTotal
Total revenues$2,662.4 $750.4 $96.4 $3,509.2 $7,991.6 $2,000.7 $227.3 $10,219.7 
Income before income taxes (1)
$195.5 $28.7 $0.9 $225.0 $532.1 $62.3 $5.2 $599.6 
Three Months Ended September 30, 2020Nine Months Ended September 30, 2020
U.S.U.K.BrazilTotalU.S.U.K.BrazilTotal
Total revenues$2,244.6 $740.8 $54.3 $3,039.6 $6,083.3 $1,595.0 $183.4 $7,861.7 
Income (loss) before income taxes (2)
$132.9 $27.1 $1.0 $161.0 $249.8 $4.7 $(12.4)$242.2 
(1) For the three months ended September 30, 2021, income before income taxes includes the following: in the U.S. segment, $3.8 million in acquisition costs, a $3.7 million gain from favorable legal settlements, $1.7 million in asset impairments, a $0.9 million non-cash gain associated with certain interest rate swaps and $0.6 million in expenses related to Hurricane Ida; in the U.K. segment, $0.6 million in acquisition costs; and in the Brazil segment, a $3.8 million loss on debt extinguishment. For the nine months ended September 30, 2021, income before income taxes includes the following: in the U.S. segment, a $4.7 million gain from favorable legal settlements, $3.8 million in acquisition costs, $2.8 million in expenses related to a winter storm and Hurricane Ida, $1.7 million in asset impairments, a $1.7 million net gain on dealership and real estate transactions and a $1.4 million non-cash loss associated with certain interest rate swaps; in the U.K. segment, a $0.6 million net loss on dealership and real estate transactions and $0.6 million in acquisitions costs; and in the Brazil segment, a $3.8 million loss on debt extinguishment.
(2) For the three months ended September 30, 2020, income (loss) before income taxes includes a $3.3 million loss on debt extinguishment in the U.S. segment. For the nine months ended September 30, 2020, income (loss) before income taxes includes the following: in the U.S. segment, a $13.7 million loss on debt extinguishment and $10.6 million in stock-based compensation expense related to an out-of-period adjustment; in the U.K. segment, $12.8 million in asset impairments and $1.2 million in severance expense; and in the Brazil segment, $11.1 million in asset impairments and $0.9 million in severance expense.
5. EARNINGS (LOSS) PER SHARE
The two-class method is utilized for the computation of the Company’s EPS. The two-class method requires a portion of net income to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends that are paid in cash. The Company’s RSAs are participating securities. Income allocated to these participating securities is excluded from net earnings available to common shares, as shown in the table below. Basic EPS is computed by dividing net income available to basic common shares by the weighted average number of basic common shares outstanding during the period. Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period.
The following table sets forth the calculation of EPS for the three and nine months ended March 31,September 30, 2021 and 2020 (in millions, except share and per share data):
 Three Months Ended March 31,
 20212020
Weighted average basic common shares outstanding17,757,693 17,763,451 
Dilutive effect of stock-based awards and employee stock purchases66,396 44,810 
Weighted average dilutive common shares outstanding17,824,088 17,808,261 
Basic:
Net income (loss)$101.9 $29.8 
Less: Earnings (loss) allocated to participating securities3.5 1.1 
Net income (loss) available to basic common shares$98.5 $28.7 
Basic earnings (loss) per common share$5.54 $1.62 
Diluted:
Net income (loss)$101.9 $29.8 
Less: Earnings (loss) allocated to participating securities3.5 1.1 
Net income (loss) available to diluted common shares$98.5 $28.7 
Diluted earnings (loss) per common share$5.52 $1.61 
 Three Months Ended September 30,Nine Months Ended September 30,
 2021202020212020
Weighted average basic common shares outstanding17,753,957 17,776,888 17,753,042 17,770,619 
Dilutive effect of stock-based compensation and employee stock purchases82,298��58,661 76,940 47,919 
Weighted average dilutive common shares outstanding17,836,255 17,835,549 17,829,982 17,818,538 
Basic:
Net income$172.1 $126.4 $465.0 $186.4 
Less: Earnings allocated to participating securities5.7 4.6 15.7 6.7 
Net income available to basic common shares$166.4 $121.9 $449.4 $179.7 
Basic earnings per common share$9.37 $6.86 $25.31 $10.11 
Diluted:
Net income$172.1 $126.4 $465.0 $186.4 
Less: Earnings allocated to participating securities5.7 4.5 15.6 6.7 
Net income available to diluted common shares$166.4 $121.9 $449.4 $179.7 
Diluted earnings per common share$9.33 $6.83 $25.21 $10.08 
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the most advantageous market in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:
•Level 1 — Quoted prices for identical assets or liabilities in active markets.
•Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or model-derived valuations or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Cash and Cash Equivalents, Contracts-In-Transit and Vehicle Receivables, Accounts and Notes Receivable, Accounts Payable, Variable Rate Long-Term Debt and Floorplan Notes Payable
The fair values of these financial instruments approximate their carrying values due to the short-term nature of the instruments and/or the existence of variable interest rates.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Demand Notes
The Company periodically invests in demand notes with manufacturer-affiliated finance companies that bear interest at variable rates determined by the manufacturers and represent unsecured, unsubordinated and unguaranteed debt obligations of the manufacturers. The instruments are redeemable on demand by the Company and therefore the Company has classified these instruments as Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets. As of March 31,September 30, 2021 and December 31, 2020, the carrying value of these instruments was $59.9$271.6 million and $60.0 million, respectively. The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices, that are observable or that can be corroborated by observable data by correlation. Accordingly, the Company has classified these instruments within Level 2 of the hierarchy framework.
Fixed Rate Long-Term Debt
The Company’s fixed rate long-term debt primarily consistsCompany estimates the fair value of amounts outstanding under its senior unsecured notes and certain mortgage facilities. In August 2020, the Company issued $550.0 million in aggregate principal of 4.00% Senior Notes due August 2028 (“4.00% Senior Notes”). The Company estimates the fair value of its 4.00% Senior Notes using quoted prices for the identical liability (Level 1) and estimates the fair value of its fixed-rate mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments (Level 2). Refer to Note 9.8. Debt for further discussion of the Company’s long-term debt arrangements.
The carrying value and fair value of the Company’s 4.00% Senior Notes and fixed rate mortgages were as follows (in millions):
March 31, 2021December 31, 2020September 30, 2021December 31, 2020
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
Carrying Value (1)
Fair Value
4.00% Senior Notes4.00% Senior Notes$550.0 $545.6 $550.0 $567.0 4.00% Senior Notes$550.0 $563.0 $550.0 $567.0 
Real estate relatedReal estate related82.6 74.2 84.3 77.0 Real estate related79.3 72.0 84.3 77.0 
TotalTotal$632.6 $619.7 $634.3 $644.0 Total$629.3 $635.0 $634.3 $644.0 
(1) Carrying value excludes unamortized debt issuance costs.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Derivative Financial Instruments
The Company holds interest rate swaps to hedge against variability of interest payments indexed to LIBOR. The interest rate swaps are designated as cash flow hedges and the related gains or losses are deferred in stockholders’ equity as a component of Accumulated other comprehensive income (loss). The deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of the positions are recognized as Floorplaninterest expense or Other interest expense, net, in the Company’s Condensed Consolidated Statements of Operations. The Company had 0 gains or losses related to ineffectiveness recognized in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020.
As of March 31, 2021, the Company held 38 interest rate swaps in effect with a total notional value of $943.0 million that fixed its underlying one-month LIBOR at a weighted average rate of 1.48%. The Company also held 8 additional interest rate swaps with forward start dates beginning December 2021, that had an aggregate notional value of $425.0 million and a weighted average interest rate of 1.20% as of March 31, 2021. The maturity dates of the Company’s interest rate swaps with forward start dates range between January 2025 and December 2031.
The Company’s interest rate swaps are measured at fair value utilizing the option-pricing Black-Scholes present value technique. This technique utilizes a one-month LIBOR forward yield curve matched to the identical maturity term of the instrument being measured. Observable inputs utilized in the income approach valuation technique incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for interest payments and contract maturity. The fair value of the interest rate swaps also considers the credit risk of the Company for instruments in a liability position or the counterparty for instruments in an asset position. The credit risk is calculated using the spread between the one-month LIBOR yield curve and the relevant interest rate according to rating agencies. The inputs to the fair value measurements reflect Level 2 inputs.of the hierarchy framework.
Assets and liabilities associated with the Company’s interest rate swaps, as reflected gross in the Condensed Consolidated Balance Sheets, were as follows (in millions):
 September 30, 2021December 31, 2020
Assets:
Other current assets$— $1.9 
Other long-term assets11.5 0.3 
Total assets$11.5 $2.3 
Liabilities:
Accrued expenses and other current liabilities (1)
$1.1 $4.2 
Other long-term liabilities22.1 40.6 
Total liabilities$23.2 $44.8 
(1) As of September 30, 2021, the entire balance consisted of the gross fair value of the de-designated swaps as described below.
Interest Rate Swaps De-designated as Cash Flow Hedges
All interest rate swaps had previously been designated as cash flow hedges. During the three months ended June 30, 2021, the Company de-designated 5 interest rate swaps, with aggregate notional value of $250.0 million and a weighted average interest rate of 1.76% that will mature on December 31, 2021, due to the continued decline in the net floorplan liability balance as a result of decreased vehicle inventory levels. The realized and unrealized gains or losses on the de-designated swaps for each period after de-designation are recognized within income as Floorplan interest expense in the Company’s Condensed Consolidated Statements of Operations. No interest rate swaps were de-designated by the Company during the three months ended September 30, 2021.
The Company reclassified the entire previously deferred loss associated with the de-designated interest rate swaps of $2.4 million, net of tax of $0.7 million, from Accumulated other comprehensive income (loss) into income as an adjustment to Floorplan interest expense, as the remaining forecasted hedged transactions associated with these interest rate swaps were probable of not occurring due to the reduced inventory levels described above. Additionally, the Company recorded unrealized mark-to-market gains of $1.0 million and $2.0 million and realized losses of $1.1 million and $2.1 million associated with these interest rate swaps within Floorplaninterest expense for the three months and nine months ended September 30, 2021, respectively.

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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Interest Rate Swaps Designated as Cash Flow Hedges
AssetsInterest rate swaps designated as cash flow hedges and liabilities associated withthe related gains or losses are deferred in stockholders’ equity as a component of Accumulated other comprehensive income (loss) in the Company’s Condensed Consolidated Balance Sheets. The deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense. Monthly contractual settlements of the positions are recognized as Floorplaninterest expense or Other interest expense, net, in the Company’s Condensed Consolidated Statements of Operations. Gains or losses for periods where future forecasted hedged transactions are deemed probable of not occurring are reclassified from Accumulated other comprehensive income (loss) intoincome as Floorplaninterest expense. Amounts reclassified related to the portion of forecasted transactions deemed probable of not occurring were immaterial for the three and nine months ended September 30, 2021.
As of September 30, 2021, the Company held 33 interest rate swaps designated as reflectedcash flow hedges with a total notional value of $686.1 million that fixed the underlying one-month LIBOR at a weighted average rate of 1.37%. The Company also held 8 additional interest rate swaps designated as cash flow hedges with forward start dates beginning in December 2021, that had an aggregate notional value of $425.0 million and a weighted average interest rate of 1.20% as of September 30, 2021. The maturity dates of the Condensed Consolidated Balance Sheets were as follows (in millions):
 March 31, 2021December 31, 2020
Assets:
Other current assets$0 $1.9 
Other long-term assets18.1 0.3 
Total assets$18.1 $2.3 
Liabilities:
Accrued expenses and other current liabilities$3.2 $4.2 
Other long-term liabilities17.9 40.6 
Total liabilities$21.1 $44.8 
Company’s designated interest rate swaps with forward start dates range between January 2025 and December 2031.
The following tables present the impact of the Company’s interest rate swaps designated as cash flow hedges (in millions):
Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss) Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss)
Three Months Ended March 31,Three Months Ended September 30,Nine Months Ended September 30,
Derivatives in Cash Flow Hedging RelationshipDerivatives in Cash Flow Hedging Relationship20212020Derivatives in Cash Flow Hedging Relationship2021202020212020
Interest rate swapsInterest rate swaps$27.8 $(31.6)Interest rate swaps$(0.6)$(1.8)$16.1 $(40.4)
Amount of Income (Loss) Reclassified from Other Comprehensive Income (Loss) into Statements of Operations Amount of Loss Reclassified from Other Comprehensive Income (Loss) into Statements of Operations
Income Statement ClassificationThree Months Ended March 31,
20212020
Statement of Operations ClassificationStatement of Operations ClassificationThree Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Floorplan interest expenseFloorplan interest expense$(2.2)$(0.6)Floorplan interest expense$(1.4)$(2.6)$(5.0)$(5.3)
Other interest expense, netOther interest expense, net$(0.9)$(0.1)Other interest expense, net$(1.0)$(1.0)$(2.9)$(1.8)
The net amount of loss expected to be reclassified out of Accumulated other comprehensive income (loss) into earnings as an offset to Floorplan interest expense or Other interest expense, net in the next twelve months is $3.2$10.6 million.


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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
7. RECEIVABLES, NET AND CONTRACT ASSETS
The Company’s receivables, net and contract assets consisted of the following (in millions):
March 31, 2021December 31, 2020September 30, 2021December 31, 2020
Contracts-in-transit and vehicle receivables, net:Contracts-in-transit and vehicle receivables, net:Contracts-in-transit and vehicle receivables, net:
Contracts-in-transitContracts-in-transit$179.6 $147.1 Contracts-in-transit$100.4 $147.1 
Vehicle receivablesVehicle receivables75.3 64.5 Vehicle receivables72.0 64.5 
Total contracts-in-transit and vehicle receivablesTotal contracts-in-transit and vehicle receivables254.9 211.5 Total contracts-in-transit and vehicle receivables172.4 211.5 
Less: allowance for doubtful accountsLess: allowance for doubtful accounts0.2 0.3 Less: allowance for doubtful accounts0.6 0.3 
Total contracts-in-transit and vehicle receivables, netTotal contracts-in-transit and vehicle receivables, net$254.7 $211.2 Total contracts-in-transit and vehicle receivables, net$171.8 $211.2 
Accounts and notes receivable, net:Accounts and notes receivable, net:Accounts and notes receivable, net:
Manufacturer receivablesManufacturer receivables$110.1 $108.7 Manufacturer receivables$81.3 $108.7 
Parts and service receivablesParts and service receivables61.9 53.2 Parts and service receivables64.4 53.2 
F&I receivablesF&I receivables28.3 27.4 F&I receivables23.9 27.4 
OtherOther9.9 13.8 Other15.0 13.8 
Total accounts and notes receivableTotal accounts and notes receivable210.3 203.1 Total accounts and notes receivable184.5 203.1 
Less: allowance for doubtful accountsLess: allowance for doubtful accounts2.3 3.2 Less: allowance for doubtful accounts3.9 3.2 
Total accounts and notes receivable, netTotal accounts and notes receivable, net$208.0 $200.0 Total accounts and notes receivable, net$180.6 $200.0 
Within Other current assets and Other long-term assets:Within Other current assets and Other long-term assets:Within Other current assets and Other long-term assets:
Total contract assets (1)
Total contract assets (1)
$36.0 $35.3 
Total contract assets (1)
$40.0 $35.3 
(1) Refer to Note 2. Revenues for further discussion of the Company’s contract asset balance. NaNNo allowance for doubtful accounts was recorded for Contractcontract assets as of March 31,September 30, 2021 or December 31, 2020.
8. INTANGIBLES
The following is a roll-forward of the Company’s goodwill accounts by reporting unit (in millions):
Goodwill
U.S.U.K.BrazilTotal
Balance, December 31, 2020 (1)
$901.7 $95.4 $0 $997.1 
Additions and adjustments22.6 0 0 22.6 
Disposals(1.4)0 0 (1.4)
Currency translation0 0.8 0 0.8 
Balance, March 31, 2021 (1)
$922.9 $96.2 $0 $1,019.1 
(1)Net of accumulated impairments of $108.5 million, comprised of $40.6 million in the U.S. reporting unit and $67.9 million in the Brazil reporting unit.
The Company evaluates its intangible assets, consisting entirely of goodwill and indefinite-lived franchise rights, for impairment annually, or more frequently if events or circumstances indicate possible impairment.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
9. DEBT
Long-term debtDebt consisted of the following (in millions):
March 31, 2021December 31, 2020September 30, 2021December 31, 2020
4.00% Senior Notes due August 15, 20284.00% Senior Notes due August 15, 2028$550.0 $550.0 4.00% Senior Notes due August 15, 2028$550.0 $550.0 
Acquisition LineAcquisition Line48.2 47.8 Acquisition Line53.8 47.8 
Other Debt:Other Debt:Other Debt:
Real estate relatedReal estate related609.4 619.8 Real estate related598.1 619.8 
Finance leasesFinance leases123.8 124.8 Finance leases126.6 124.8 
OtherOther26.1 20.0 Other13.9 20.0 
Total other debtTotal other debt759.3 764.6 Total other debt738.6 764.6 
Total debtTotal debt1,357.5 1,362.4 Total debt1,342.4 1,362.4 
Less: unamortized debt issuance costsLess: unamortized debt issuance costs10.511.0Less: unamortized debt issuance costs8.511.0
Less: current maturitiesLess: current maturities64.356.7Less: current maturities57.656.7
Total long-term debtTotal long-term debt$1,282.6 $1,294.7 Total long-term debt$1,276.3 $1,294.7 
Acquisition Line
The proceeds of the Acquisition Line (as defined in Note 10.9. Floorplan Notes Payable) are used for working capital, general corporate and acquisition purposes. As of March 31,September 30, 2021, borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as defined in Note 10.9. Floorplan Notes Payable), totaled $48.2$53.8 million. The average interest rate on this facility was 1.16%1.05% during the three months ended March 31,September 30, 2021.
Real Estate Related
The Company has mortgage loans in the U.S., and the U.K. and Brazil that are paid in installments. As of March 31,September 30, 2021, borrowings outstanding under these facilities totaled $609.4$598.1 million, gross of debt issuance costs, comprised of $507.4$505.2 million in the U.S., $91.0 and $92.8 million in the U.K. and $11.1 million in Brazil.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
10.New 4.00% Senior Notes
On October 21, 2021, the Company issued an additional $200.0 million aggregate principal amount of its 4.00% Senior Notes due 2028 (the “New Notes”) for net proceeds of approximately $199.7 million. The New Notes will have identical terms as the initial 4.00% Senior Notes issued on August 17, 2020, and will be treated as a single class of securities.
Bridge Facility
In connection with entering into the Purchase Agreement, the Company entered into a commitment letter, dated September 12, 2021 (the “Commitment Letter”), with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which, among other things, Wells Fargo has committed to provide a portion of the debt financing for the Prime Acquisition, consisting of a $250.0 million unsecured bridge loan (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. Although Wells Fargo has committed to fund up to $250.0 million under the Bridge Facility, the Company anticipates utilizing only a portion of such commitment to finance the Prime Acquisition. The Bridge Facility is subject to mandatory prepayment at 100% of the outstanding principal amount thereof with the net proceeds from the issuance of any debt securities of the Company and upon other specified events. The obligation of Wells Fargo to provide this debt financing is subject to a number of customary conditions, including, without limitation, execution and delivery of certain definitive documentation.
9. FLOORPLAN NOTES PAYABLE
The Company’s floorplan notes payable consisted of the following (in millions):
March 31, 2021December 31, 2020September 30, 2021December 31, 2020
Revolving credit facility — floorplan notes payable$808.5 $901.6 
Revolving credit facility — floorplan notes payable offset account(231.9)(160.4)
Revolving credit facility — floorplan notes payable, net576.6 741.2 
Revolving Credit Facility — floorplan notes payableRevolving Credit Facility — floorplan notes payable$372.0 $901.6 
Revolving Credit Facility — floorplan notes payable offset accountRevolving Credit Facility — floorplan notes payable offset account(331.2)(160.4)
Revolving Credit Facility — floorplan notes payable, netRevolving Credit Facility — floorplan notes payable, net40.9 741.2 
Other non-manufacturer facilitiesOther non-manufacturer facilities39.8 26.4 Other non-manufacturer facilities42.9 26.4 
Floorplan notes payable — credit facility and other, netFloorplan notes payable — credit facility and other, net$616.4 $767.6 Floorplan notes payable — credit facility and other, net$83.8 $767.6 
FMCC FacilityFMCC Facility$82.5 $111.2 FMCC Facility$29.6 $111.2 
FMCC Facility offset accountFMCC Facility offset account(12.9)(16.0)FMCC Facility offset account(3.5)(16.0)
FMCC Facility, netFMCC Facility, net69.6 95.2 FMCC Facility, net26.1 95.2 
Other manufacturer affiliate facilitiesOther manufacturer affiliate facilities258.1 232.3 Other manufacturer affiliate facilities208.1 232.3 
Floorplan notes payable — manufacturer affiliates, netFloorplan notes payable — manufacturer affiliates, net$327.8 $327.5 Floorplan notes payable — manufacturer affiliates, net$234.2 $327.5 
Floorplan Notes Payable — Credit Facility
Revolving Credit Facility
In the U.S., the Company has a $1.75 billion revolving syndicated credit arrangement with 22 participating financial institutions that matures on June 27, 2024 (“Revolving Credit Facility”). The Revolving Credit Facility consists of 2 tranches: (i) a $1.70 billion maximum capacity tranche for U.S. vehicle inventory floorplan financing (“U.S. Floorplan Line”) which the outstanding balance, net of offset account discussed below, is reported in Floorplan notes payable — credit facility and other, net; and (ii) a $349.0 million maximum capacity and $50.0 million minimum capacity tranche (“Acquisition Line”), which is not due until maturity of the Revolving Credit Facility and is therefore classified in Long-term debt on the Condensed Consolidated Balance Sheets— refer to Note 9.8. Debt for additional discussion. The capacity under these 2 tranches can be re-designated within the overall $1.75 billion commitment, subject to the aforementioned limits. The Acquisition Line includes a $100$100.0 million sub-limit for letters of credit. As of March 31,September 30, 2021 and December 31, 2020, the Company had $12.6 million and $17.8 million, respectively, in outstanding letters of credit.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
The U.S. Floorplan Line bears interest at rates equal to LIBOR plus 110 basis points for new vehicle inventory and LIBOR plus 140 basis points for used vehicle inventory. The weighted average interest rate on the U.S. Floorplan Line was 1.18%1.17% as of March 31,September 30, 2021, excluding the impact of the Company’s interest rate swap derivative instruments. The Acquisition Line bears interest at LIBOR or a LIBOR equivalent plus 100 to 200 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in USD, Euros or GBP. The U.S. Floorplan Line requires a commitment fee of 0.15% per annum on the unused portion. Amounts borrowed by the Company under the U.S. Floorplan Line for specific vehicle inventory are to be repaid upon the sale of the vehicle financed and in no case is a borrowing for a vehicle to remain outstanding for greater than one year. The Acquisition Line requires a commitment fee ranging from 0.15% to 0.40% per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $50.0 million less outstanding borrowings.
In conjunction with the Revolving Credit Facility, the Company had $3.3$2.8 million and $3.6 million of related unamortized debt issuance costs as of March 31,September 30, 2021 and December 31, 2020, respectively, which are included in Prepaid expenses and Other long-term assets in the Company’s Condensed Consolidated Balance Sheets and amortized over the term of the facility.
Floorplan Notes Payable — Manufacturer Affiliates
FMCC Facility
The Company has a $300.0 million floorplan arrangement with FMCC for financing of new Ford vehicles in the U.S. (the “FMCC Facility”). This facility bears interest at the higher of the actual U.S. Prime rate or a Prime floor of 4.00%, plus 150 basis points minus certain incentives. The interest rate on the FMCC Facility was 5.50% before considering the applicable incentives as of March 31,September 30, 2021.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Other Manufacturer Facilities
The Company has other credit facilities in the U.S., the U.K. and Brazil with financial institutions affiliated with manufacturers for financing of new, used and rental vehicle inventories. As of March 31,September 30, 2021, borrowings outstanding under these facilities totaled $258.1$208.1 million, comprised of $97.0$77.6 million in the U.S., with annual interest rates ranging from less than 1% to approximately 6%5%, $156.8$114.5 million in the U.K., with annual interest rates ranging from approximately 1% to 4%, and $4.3$16.0 million in Brazil, with annual interest rates ranging from approximately 2%6% to 10%12%.
Offset Accounts
Offset accounts consist of immediately available cash used to pay down the U.S. Floorplan Line and FMCC Facility, and therefore offset the respective outstanding balances in the Company’s Condensed Consolidated Balance Sheets. The offset accounts are the Company’s primary options for the short-term investment of excess cash.
11.10. CASH FLOW INFORMATION
Cash and Cash Equivalents
The cash flows presented within the Company’s Condensed Consolidated Statements of Cash Flows reflect cash and cash equivalents of $82.9 million and $87.3 million as of March 31, 2021 and December 31, 2020, respectively.
Non-Cash Activities
The accrual for capital expenditures increased $2.42.1 million and $0.7and decreased $1.0 million from fiscal year-end forduring the threenine months ended March 31,September 30, 2021 and 2020, respectively.
The following table presents ROU assets obtained in exchange for lease obligations (in millions):
Three Months Ended March 31,
20212020
ROU assets obtained in exchange for lease obligations:
Operating leases, initial recognition$0 $0.1 
Operating leases, modifications and remeasurements$0.3 $11.9 
Finance leases, initial recognition$0.2 $10.0 
Finance leases, modifications and remeasurements$0 $(1.5)
Interest and Income Taxes Paid
Cash paid for interest, including the monthly settlement of the Company’s interest rate derivatives,swaps, was $25.361.5 million and $19.9$77.7 million for the threenine months ended March 31,September 30, 2021 and 2020, respectively. Refer to Note 6. Financial Instruments and Fair Value Measurements for further discussion of the Company’s interest rate swaps.
Cash paid for income taxes, net of refunds, was $1.0$102.6 million and $26.2 million for the threenine months ended March 31, 2021. The Company received a net tax refund of $6.2 million for the three months ended March 31, 2020.September 30, 2021 and 2020, respectively.
12.11. COMMITMENTS AND CONTINGENCIES
From time to time, the Company’s dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, claims involving the manufacturers of automobiles, contractual disputes and other matters arising in the ordinary course of business. The Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s business.results of operations, financial condition or cash flows. In the normal course of business, the Company is required to respond to customer, employee and other third-party complaints. In addition, the manufacturers of the vehicles that the Company sells and services have audit rights allowing them to review the validity of amounts claimed for incentive, rebate or warranty-related items and charge the Company back for amounts determined to be invalid payments under the manufacturers’ programs, subject to the Company’s right to appeal any such decision.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Legal Proceedings
As of March 31,September 30, 2021, the Company was not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows, including class action lawsuits.flows. However, the results of current or future matters cannot be predicted with certainty andcertainty; an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
Other Matters
From time to time, the Company sells its dealerships to third parties. In those instances where the Company did not own the real estate and was a tenant, it assigned the lease to the purchaser but remained liable as a guarantor for the remaining lease payments in the event of non-payment by the purchaser. Although the Company has no reason to believe that it will be called upon to perform under any such assigned leases, the Company estimates that lessee remaining rental obligations were $27.3$25.4 million as of March 31,September 30, 2021. In certain instances, the Company obtains collateral support for the rental obligations that the Company remains obligated for upon sale of a dealership to a lessee. Total associated letters of credit issued on behalf of the lessee where the Company is the beneficiary was $4.7$4.3 million as of March 31,September 30, 2021.
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GROUP 1 AUTOMOTIVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)
12. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in the balances of each component of Accumulated other comprehensive income (loss) were as follows (in millions):
Three Months Ended March 31, 2021Nine Months Ended September 30, 2021
Accumulated income (loss) on foreign currency translationAccumulated income (loss) on interest rate swapsTotalAccumulated Income (Loss) On Foreign Currency TranslationAccumulated Income (Loss) On Interest Rate SwapsTotal
Balance, December 31, 2020Balance, December 31, 2020$(151.6)$(32.5)$(184.0)Balance, December 31, 2020$(151.6)$(32.5)$(184.0)
Other comprehensive income (loss) before reclassifications:Other comprehensive income (loss) before reclassifications:Other comprehensive income (loss) before reclassifications:
Pre-taxPre-tax(2.3)37.2 34.9 Pre-tax(6.7)21.0 14.4 
Tax effectTax effect0 (9.4)(9.4)Tax effect— (4.9)(4.9)
Amount reclassified from accumulated other comprehensive income (loss):Amount reclassified from accumulated other comprehensive income (loss):Amount reclassified from accumulated other comprehensive income (loss):
Floorplan interest expense (pre-tax)Floorplan interest expense (pre-tax)0 2.2 2.2 Floorplan interest expense (pre-tax)— 5.0 5.0 
Other interest expense, net (pre-tax)Other interest expense, net (pre-tax)0 0.9 0.9 Other interest expense, net (pre-tax)— 2.9 2.9 
Reclassification related to de-designated interest rate swaps (pre-tax)Reclassification related to de-designated interest rate swaps (pre-tax)— 3.1 3.1 
Provision (benefit) for income taxes0 (0.7)(0.7)
Benefit for income taxesBenefit for income taxes— (2.6)(2.6)
Net current period other comprehensive income (loss)Net current period other comprehensive income (loss)(2.3)30.2 27.9 Net current period other comprehensive income (loss)(6.7)24.5 17.9 
Balance, March 31, 2021$(153.9)$(2.3)$(156.2)
Balance, September 30, 2021Balance, September 30, 2021$(158.2)$(7.9)$(166.1)
Three Months Ended March 31, 2020Nine Months Ended September 30, 2020
Accumulated income (loss) on foreign currency translationAccumulated income (loss) on interest rate swapsTotalAccumulated Income (Loss) On Foreign Currency TranslationAccumulated Income (Loss) On Interest Rate SwapsTotal
Balance, December 31, 2019Balance, December 31, 2019$(142.9)$(4.1)$(147.0)Balance, December 31, 2019$(142.9)$(4.1)$(147.0)
Other comprehensive income (loss) before reclassifications:Other comprehensive income (loss) before reclassifications:Other comprehensive income (loss) before reclassifications:
Pre-taxPre-tax(27.9)(41.3)(69.2)Pre-tax(24.4)(51.3)(75.6)
Tax effectTax effect0 9.7 9.7 Tax effect— 10.9 10.9 
Amount reclassified from accumulated other comprehensive income (loss):Amount reclassified from accumulated other comprehensive income (loss):Amount reclassified from accumulated other comprehensive income (loss):
Floorplan interest expense (pre-tax)Floorplan interest expense (pre-tax)0 0.6 0.6 Floorplan interest expense (pre-tax)— 5.3 5.3 
Other interest expense (pre-tax)Other interest expense (pre-tax)0 0.1 0.1 Other interest expense (pre-tax)— 1.7 1.7 
Provision (benefit) for income taxes0 (0.2)(0.2)
Net current period other comprehensive income (loss)(27.9)(31.1)(59.0)
Balance, March 31, 2020$(170.8)$(35.2)$(206.0)
Realized loss on interest rate swap termination (pre-tax)Realized loss on interest rate swap termination (pre-tax)— 0.1 0.1 
Benefit for income taxesBenefit for income taxes— (1.7)(1.7)
Net current period other comprehensive lossNet current period other comprehensive loss(24.4)(35.0)(59.3)
Balance, September 30, 2020Balance, September 30, 2020$(167.2)$(39.1)$(206.3)

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTSItem 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and the notes thereto, as well as our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 24, 2021 (the “2020 Form 10-K”).
Unless the context requires otherwise, references to “we,” “us” and “our” are intended to mean the business and operations of Group 1 Automotive, Inc. and its subsidiaries.
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements may appear throughout this report including, but not limited to, the following sections: Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk.report. This information includes statements regarding our strategy, plans, projections, goals or current expectations with respect to, among other things:
•our future operating performance;
•our ability to maintain or improve our margins;
•our ability to accomplish and sustain SG&A expense decreases;
•operating cash flows and availability of capital;
•the completion of future acquisitions and divestitures;
•the future revenues of acquired dealerships;
•future stock repurchases, refinancing of debt and dividends;
•future capital expenditures;
•changes in sales volumes and availability of credit for customer financing in new and used vehicles and sales volumes in the parts and service markets;
•business trends in the retail automotive industry, including the level of manufacturer incentives, new and used vehicle retail sales volume, pricing and pricing,margins, online vehicle purchases, acceptance of electric and autonomous vehicles, customer demand, interest rates and changes in industry-wide or manufacturer specific inventory levels;
•manufacturer quality issues, including the recall of vehicles and any related negative impact on vehicle sales and brand reputation;
•availability of financing for inventory, working capital, real estate and capital expenditures;
•changes in regulatory practices, tariffs and taxes, including Brexit;
•the impacts of any potential global recession;
•our ability to meet our financial covenants in our debt obligations and to maintain sufficient liquidity to operate; and
•the impacts of the COVID-19 pandemic on our business.
Although we believe that the expectations reflected in these forward-looking statements are reasonable when and as made, we cannot assure you that these expectations will prove to be correct. When used in this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our expectations and beliefs as of the date of this Form 10-Q concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ from those in the forward-looking statements include:
•adverse developments in the global economy as well as the public health crisis related to the COVID-19 pandemic and the resulting impact on the demand for and supply of new and used vehicles and related parts and services;
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•uncertainty regarding the length of time it will take for the U.S. and the rest of the world to slow the spread of the COVID-19 pandemic,virus, the actions to be taken by governments to contain and combat the pandemic and the timing, pace and extent of an economic recovery in the U.S. and elsewhere, which in turn will likely affect demand and availability for our vehicles, parts and services;
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•future deterioration in the economic environment, including consumer confidence, consumer preferences, interest rates, inflation, the prices of oil and gasoline, the level of manufacturer incentives, the implementation of international and domestic trade tariffs and the availability of consumer credit may affect the demand and availability for new and used vehicles, replacement parts, maintenance and repair services and F&I products;
•adverse domestic and international developments such as war, terrorism, political conflicts, social protests or other hostilities may adversely affect the demand and availability for our products and services;
• uncertainty of the potential impact of Brexit on the overall U.K. economy and, more specifically, the potential adverse effect on retail automotive industry sales could have a material adverse effect on our revenues and business operations;
•the existing and future regulatory environment, including legislation related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, climate control legislation, changes to U.S. federal, U.S. state, U.K. or Brazil tax laws, rates and regulations and unexpected litigation or adverse legislation, including changes in U.S. state franchise laws, may impose additional costs on us or otherwise adversely affect us;
•a concentration of risk associated with our principal automobile manufacturers, especially Toyota, Nissan, Honda, BMW, Ford, Daimler, General Motors, Chrysler, Hyundai, Volkswagen and Jaguar-Land Rover, because of financial distress, bankruptcy, natural disasters or pandemics, such as the COVID-19 pandemic, that disrupt production, or other reasons, may not continue to produce or make available to us vehicles that are in high demand by our customers or provide financing, insurance, advertising or other assistance to us;
•restructuring by one or more of our principal manufacturers, up to and including bankruptcy, may cause us to suffer financial loss in the form of uncollectible receivables, devalued inventory or loss of franchises;
•requirements imposed on us by our manufacturers may require dispositions, limit our acquisitions or require increases in the level of capital expenditures related to our dealership facilities;
•our existing and/or new dealership operations may not perform at our or manufacturer expected levels or achieve expected improvements;
•our ability to realize attractive margins or volumes for our vehicle sales or services;
•our failure to achieve expected future cost savings or future costs may be higher than we expect;
•manufacturer quality issues, including the recall of vehicles, may negatively impact vehicle sales and brand reputation;
•available capital resources, increases in cost of financing (such as higher interest rates) and our various debt agreements may limit our ability to complete acquisitions, complete construction of new or expanded facilities, repurchase shares, or pay dividends;
•our ability to refinance or obtain financing in the future may be limited and the cost of financing could increase significantly;
•our ability to facilitate credit for consumers;
•foreign currency exchange controls and currency fluctuations;
•new accounting standards could materially impact our reported EPS;
•our ability to acquire new dealerships and successfully integrate those dealerships into our business;
•the impairment of our goodwill, our indefinite-lived intangibles and our other long-lived assets;
•natural disasters, adverse weather events and other catastrophic events;
•a cybersecurity event of our systems or a third party partners’ systems, including a breach of personally identifiable information about our customers or employees or a shutdown of our operating systems;
•our foreign operations and sales in the U.K. and Brazil, which pose additional risks;
•the inability to adjust our cost structure and inventory levels to offset any reduction in the demand for our products and services;
•our loss of key personnel;
•availability of trained workforce;
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•our losses may not be fully covered by insurance or may only be fully covered with a significant increase to our insurance costs;
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•our inability to obtain inventory of new and used vehicles and parts, including imported inventory, at the cost, or in the volume, we expect dueexpect;
•failure to supply chain disruptions or other factors;consummate proposed transactions in a timely manner;
•failure of the closing conditions in the Purchase Agreement, as defined therein, to be satisfied in a timely manner; and
•advancements in vehicle technology and changes in vehicle ownership models/consumer preferences.
For additional information regarding known material factors that could cause our actual results to differ from our projected results, please seerefer to Item 1A. Risk Factors in our Annual Report on2020 Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) and this Form 10-Q, as well as Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk.Risk of the Form 10-Q.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no responsibility and expressly disclaim any duty, to update any such statements, whether as a result of new information, new developments or otherwise, or to publicly release the result of any revision of our forward-looking statements after the date they are made, except to the extent required by law.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Actual results of Group 1 Automotive, Inc. may differ materially from those discussed in the forward-looking statements because of various factors. See “Cautionary Statement about Forward-Looking Statements.” Unless the context requires otherwise, references to “we,” “us” and “our” are intended to mean the business and operations of Group 1 Automotive, Inc. and its subsidiaries.
Overview
We are a leading operator in the automotive retail industry. Through our dealerships, we sell new and used cars and light trucks; arrange related vehicle financing; sell service and other insurance contracts; provide automotive maintenance and repair services; and sell vehicle parts. Our operations are aligned into three regions, which comprise our reportable segments: the U.S., the U.K. and Brazil. The U.S. and Brazil segments are led by the President, U.S. and Brazilian Operations, and the U.K. segment is led by an Operations Director, each reporting directly to our Chief Executive Officer, who is the CODM.Officer. The President, U.S. and Brazilian Operations and the U.K. Operations Director are responsible for the overall performance of their respective regions, as well as for overseeing field level management.
As of March 31,September 30, 2021, our retail network consisted of 118117 dealerships in the U.S., 4955 dealerships in the U.K. and 16 dealerships in Brazil. Our operations are primarily located in major metropolitan areas in 15 states in the U.S., 3335 towns in the U.K. and three states in Brazil.
Long-Term Strategy
Our business strategy focuses on improving the performance of our existing dealerships and enhancing our dealership portfolio through strategic acquisitions and dispositions to achieve growth, capture market share and maximize the investment return to our stockholders. We constantly evaluate opportunities to improve the overall profitability of our dealerships. We believe that as of March 31,September 30, 2021, we have sufficient financial resources to support additional acquisitions. Further, we intend to continue to critically evaluate our return on invested capital in our current dealership portfolio for disposition opportunities.
For 2021, our priorities are include:
•growing our company through acquisitions, acquisitions;
•improving and growing sales penetration in our digital retailing platform, AcceleRide®, ;
•continuing to grow our parts and service gross profit through numerous initiatives, initiatives;
•increasing our market share in the highly fragmented used vehicle business, business;
•continuing to leverage our SG&A as a percentage of gross profit and profit;
•focusing on the retention and training of our talented dealership employees.employees; and
•securing additional vehicle inventory.
Strategic Acquisitions and Dispositions
We will continue to focus on opportunities to enhance our current dealership portfolio through strategic acquisitions and improving or disposing of underperforming dealerships. We believe that substantial opportunities for growth through acquisitions remain in our industryindustry. Acquisitions in the U.S., U.K. and Brazil. Acquisitionsour existing markets capitalize on economies of scale and cost savings opportunities in our existing markets in areas such as used vehicle sourcing, advertising, purchasing, data processing and personnel utilization, thereby increasing operating efficiency.
We seek to acquire large, profitable, well-established dealerships that represent growing brands in growth markets.
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We evaluate all brands and geographies to expand our brand, product and service offerings in our existing markets or expand into growing geographic areas we currently do not serve. We seek to acquire dealerships where we have strategic opportunities that represent growing brands in growth markets.
During the first quarter of 2021, we acquired two Toyota dealerships in the U.S. Further,In July 2021, we intendacquired seven dealerships in the U.K. The expected aggregate annualized revenues, estimated at the time of acquisition, for both the U.S. and U.K. acquisitions, were $420.0 million. On September 13, 2021, we entered into a Purchase Agreement (the “Purchase Agreement”) to continuepurchase substantially all the assets, including real estate, of Prime Automotive Group (the “Seller”), headquartered in Westwood, Massachusetts (the “Prime Acquisition”). We expect to critically evaluatepay a purchase price of approximately $880 million, excluding repayment of sellers’ floorplan notes payable, subject to customary adjustments described in the Purchase Agreement (the “Purchase Price”) and appropriate reduction for any exercise of customary manufacturer rights of first refusal. The Purchase Price is expected to be financed through a combination of cash, available lines of credit and debt financing. The operating assets expected to be acquired include 30 dealerships representing 43 additional franchises and three collision centers in the Northeastern U.S. In 2020, the corresponding Prime dealerships generated $1.8 billion in annual revenues.
At the closing of the Prime Acquisition, $45.0 million of the Purchase Price will be deposited into escrow as a contingent reserve to be used, if necessary, to compensate us for any post-closing indemnifiable losses pursuant to the terms of the Purchase Agreement, with 50% of the escrowed amount to be released to the Prime Sellers 12 months after the closing of the Prime Acquisition and the remainder to be released to the Prime Sellers 24 months after the closing of the Prime Acquisition, subject to pending and realized claims, if any.
The Prime Acquisition is expected to close in November 2021(such day, the “Closing Date”), provided that the closing conditions are satisfied or waived. During such time, we will pay the entire Purchase Price; however, any dealerships and assets related to dealerships with respect to which manufacturer approvals have not been obtained (collectively, the “Delayed Dealerships”) will not be transferred to us until such time as such approvals have been received from the relevant manufacturers and such Delayed Dealerships will be operated for the benefit of us by the Seller Parties during the interim period. From the 105th day after the Closing Date (such day, the “Exclusion Date”) until up to (i) 180 days following the Exclusion Date or (ii) 24 months following the Closing Date, if Group 1 has requested that the relevant Selling Party take action against a manufacturer to obtain approval, such Selling Party will cooperate in the sale of any Delayed Dealerships to third parties. Any net proceeds from any such sale would be for the benefit of us. The relevant Selling Party will be under no obligation to refund us for any difference between the purchase price paid by us and such net proceeds, and we will not be required to turn over any gain realized as a result of such third party sale. Any Delayed Dealerships not sold to a third party are conveyed to us and, to the extent any assets cannot be acquired by us without manufacturer approval, such assets will be sold by us at our return on invested capitalsole expense.
In October 2021, we acquired three dealerships in our current dealership portfolio for disposition opportunities.the U.S, which we expect to generate approximately $235.0 million in annualized revenues. Refer to Note 3. Acquisitions and Dispositions within our Notes to Condensed Consolidated Financial Statements for further discussion.
Digital Initiatives to Enhance the Customer Experience
Our digital initiativesomnichannel platforms focus on ensuring that we can do business with our customers where and when they want to do business. Our online retail platform, AcceleRide®, which was deployed to all of our U.S. dealerships in 2019, allows a customer to complete a vehicle transaction entirely online or start the sales process online and complete the transaction at one of our dealerships. The customer also has the ability to apply for financing and review and select F&I products as part of the online process. During the first quarter ofthree months ended September 30, 2021, U.S. total online retail unit sales increased 124.0% compared67.8% compared to the same period in 2020. We also completed the roll out of AcceleRide® to our U.K. dealerships in the first quarter of 2021. Our parts and service digital efforts focus on our online customer scheduling appointment system. We have seen continued growth in the percentage of appointments scheduled online over the past few years as we have continued to enhance this tool. We have also focused on improved interaction with our parts and service customers by offering preferred communication options via dealership apps, phone, text or email and online payment options. We are capitalizing on technology advances in robotic process automation and artificial intelligence to improve our marketing, call center and back office efficiency. These digital platforms were instrumental in allowing us to connect with and service our customers during the social distancing requirements imposed as a result of the COVID-19 pandemic.
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Parts and Service Growth
We remain focused on sustained growth in our higher margin parts and service operations which continue to hinge on the retention and hiring of skilled service technicians and advisors. In 2019, ourOur U.S. service operations implementedutilize a four-day work week for service technicians and advisors which allowedallows us to expand our hours of operations during the week. This change has resulted in increased service technician and advisor retention, thereby expanding our service capacity without investing additional capital in facilities. Our online service appointment platform and centralized call centers have improved the customer experience. We seek to increase the retention of our customers through more convenient service hours, training of our service advisors, selling service contracts with vehicles sales and customer relationship management software that allows us to provide targeted marketing to our customers. The increasing complexity of vehicles, especially in the area of electronics and technological advancements, is making it increasingly difficult for independent repair shops to maintain the expertise and technology to work on these vehicles and provides us the opportunity to increase our market share well into the future.
Used Vehicle Retail Growth
Used vehicle gross profit depends primarily on a dealership’s ability to obtain a high-quality supply of used vehicles at reasonable prices. Our new vehicle operations generally provide our used vehicle operations with a large supply of high-quality trade-ins and off-lease vehicles, which are our best source of used vehicle inventory. In October 2020, we introduced “Sell A Ride” to our AcceleRide® platform to increase our ability to purchase used vehicle inventory directly from customers with a cash offer within 30 minutes during business hours, home pickup and immediate payment available within one hour.through Zelle. Our dealerships supplement their used vehicle inventory with purchases at auctions, including manufacturer-sponsored auctions available only to franchised dealers.
Our data driven pricing strategies ensure that our used vehicles are priced at market to generate more traffic to our websites. We review our market pricing on a constant basis and work to limit discounting from our advertised prices.
Cost Management
We continue our efforts to fully leverage our scale and cost structure. As our business evolves, we will manage our costs carefully and look for additional opportunities to improve our processes and disseminate best practices. We believe that our management structure supports rapid decision making and facilitates an efficient and effective roll-out of new processes. As part of the digital efforts discussed above, we have improved our productivity for our sales and service departments.
Employee Training and Retention
A key to the execution of our business strategy is the leverage of what we believe to be one of our key strengths — the talent of our people. We are focused on the retention and training of our talented dealership employees. We believe that we have developed a distinguished management team with substantial industry expertise. With our management structure and level of executive talent, we plan to continue empowering the operators of our dealerships to make appropriate decisions to grow their respective dealership operations and to control fixed and variable costs. We believe this approach allows us to provide the best possible service to our customers, as well as attract and retain talented employees.
Diversity, Equity and Inclusion (“DEI”)
We haveIn 2021, we established a DEI council that is chaired by our President, U.S. and Brazilian Operations.Chief Diversity Officer. The council’s mission is to foster a diverse and inclusive culture where employees of all backgrounds are respected, valued and developed. We will enhance employee engagement in the areas of diversity, equity and inclusion by offering innovative training, recruitment and career path development where a sense of belonging is apparent throughout the organization. The council has four primary areas of focus: Workforce, Workplace, Community Involvement and Women’s Initiative. The council consists of a diverse group of employees providing representation across the organization. Each area has an employee chairperson as well as an executive sponsor. In 2020, we implemented an ongoingaddition, employees participate in on-going diversity and inclusion training program led by a well-known diversity expertprograms which waswere developed specifically for us.
COVID-19 Pandemic and New Vehicle Inventory Levels
TheOur operations have recovered significantly from the COVID-19 pandemic continues to impact our operations in all of our markets.pandemic. In the U.K., our dealership showrooms were closed forreopened in the entire firstsecond quarter of 2021 and in Brazil, our dealerships were closed for portions offully open in the firstsecond quarter of 2021 after both markets were closed for all or part of prior quarters due to government mandated closures related to the COVID-19 pandemic. See U.K.Our dealerships adhere to health and Brazil in Resultssafety policies and practices to allow employees to return to work safely. We cannot predict the future impact of Operations discussions for further information.COVID-19 pandemic on our business.
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Additionally, our manufacturers’ production is currently at reduced levels as a result of global semiconductor chip shortages, which is impacting our new vehicle sales and inventory levels in all our markets. The increased demand for new vehicles and reduced production levels have significantly reduced our new vehicle inventory levels. Our new vehicle days’ supply of inventory was approximately 14 days for the quarter ended September 30, 2021, as compared to 52 days for the quarter ended December 31, 2020, and 41 days for the quarter ended September 30, 2020. Refer to Item 1A. Risk Factors of this Form 10-Q for additional discussion.
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Critical Accounting Policies and Accounting Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. For additional discussion of our critical accounting policies and accounting estimates, please see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on2020 Form 10-K.
Results of Operations
The “same store” amounts presented below include the results of dealerships and corporate headquarters for the identical months in each period presented in comparison, commencing with the first full month in which the dealership was owned by us and, in the case of dispositions, ending with the last full month it was owned by us. For example, the results for a dealership acquired on August 15, 2020, will appear in our same store comparison beginning in 2021 for the period September 2021 through December 2021, when comparing to September 2020 through December 2020 results. If we disposed of a store on August 15, 2020, the results from this store would be excluded from same store results beginning in August 2020 as July 2020 was the last full month the dealership was owned by us. Same store results provide a measurement of our ability to grow revenues and profitability of our existing stores and also provide a metric for peer group comparisons. For these reasons, same store results allows management to manage and monitor the performance of the business and is also useful to investors.
We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our underlying business and results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our current period reported results for entities reporting in currencies other than USD using comparative period exchange rates rather than the actual exchange rates in effect during the respective periods. The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. Additionally, we caution investors not to place undue reliance on non-GAAP measures, but also to consider them with the most directly comparable U.S. GAAP measures. Our management also uses constant currency and adjusted cash flows from operating, investing and financing activities in conjunction with U.S. GAAP financial measures to assess our business, including communication with our Board of Directors, investors and industry analysts concerning financial performance. We disclose these non-GAAP measures and the related reconciliations, because we believe investors use these metrics in evaluating longer-term period-over-period performance. These metrics also allow investors to better understand and evaluate the information used by management to assess operating performance.
Certain amounts in the financial statements may not compute due to rounding. All computations have been calculated using unrounded amounts for all periods presented.


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The following tables summarize our operating results on a reported basis and on a same store basis:
Reported Operating Data — Consolidated
(In millions, except unit data)
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:Revenues:Revenues:
New vehicle retail salesNew vehicle retail sales$1,543.4 $1,342.2 $201.2 15.0 %$13.3 14.0 %New vehicle retail sales$1,576.2 $1,580.7 $(4.5)(0.3)%$21.4 (1.6)%
Used vehicle retail salesUsed vehicle retail sales898.8 779.0 119.7 15.4 %10.4 14.0 %Used vehicle retail sales1,248.3 867.2 381.1 44.0 %21.4 41.5 %
Used vehicle wholesale salesUsed vehicle wholesale sales80.2 86.5 (6.3)(7.2)%1.4 (8.8)%Used vehicle wholesale sales109.4 86.7 22.7 26.2 %2.5 23.3 %
Total usedTotal used979.0 865.6 113.5 13.1 %11.8 11.7 %Total used1,357.7 953.9 403.8 42.3 %23.9 39.8 %
Parts and service salesParts and service sales360.6 370.6 (10.0)(2.7)%2.0 (3.2)%Parts and service sales427.6 375.6 52.0 13.8 %4.3 12.7 %
F&I, netF&I, net127.0 112.5 14.5 12.9 %0.5 12.5 %F&I, net147.7 129.5 18.2 14.1 %1.0 13.3 %
Total revenuesTotal revenues$3,010.0 $2,690.8 $319.2 11.9 %$27.8 10.8 %Total revenues$3,509.2 $3,039.6 $469.6 15.4 %$50.8 13.8 %
Gross profit:Gross profit: Gross profit: 
New vehicle retail salesNew vehicle retail sales$99.0 $62.8 $36.2 57.7 %$0.5 56.9 %New vehicle retail sales$167.7 $99.2 $68.4 69.0 %$1.5 67.4 %
Used vehicle retail salesUsed vehicle retail sales59.6 42.1 17.5 41.4 %0.3 40.7 %Used vehicle retail sales98.6 71.1 27.5 38.6 %1.5 36.5 %
Used vehicle wholesale salesUsed vehicle wholesale sales3.9 1.0 2.9 293.5 %(0.1)300.7 %Used vehicle wholesale sales7.6 5.9 1.7 28.1 %0.3 23.4 %
Total usedTotal used63.5 43.1 20.4 47.3 %0.2 46.7 %Total used106.2 77.0 29.1 37.8 %1.8 35.5 %
Parts and service salesParts and service sales201.1 198.0 3.0 1.5 %1.5 0.8 %Parts and service sales231.7 206.2 25.5 12.3 %2.6 11.1 %
F&I, netF&I, net127.0 112.5 14.5 12.9 %0.5 12.5 %F&I, net147.7 129.5 18.2 14.1 %1.0 13.3 %
Total gross profitTotal gross profit$490.7 $416.5 $74.2 17.8 %$2.7 17.2 %Total gross profit$653.2 $512.0 $141.3 27.6 %$7.0 26.2 %
Gross margin:Gross margin:Gross margin:
New vehicle retail salesNew vehicle retail sales6.4 %4.7 %1.7 %New vehicle retail sales10.6 %6.3 %4.4 %
Used vehicle retail salesUsed vehicle retail sales6.6 %5.4 %1.2 %Used vehicle retail sales7.9 %8.2 %(0.3)%
Used vehicle wholesale salesUsed vehicle wholesale sales4.9 %1.2 %3.8 %Used vehicle wholesale sales7.0 %6.9 %0.1 %
Total usedTotal used6.5 %5.0 %1.5 %Total used7.8 %8.1 %(0.3)%
Parts and service salesParts and service sales55.8 %53.4 %2.3 %Parts and service sales54.2 %54.9 %(0.7)%
F&I, net100.0 %100.0 %— %
Total gross marginTotal gross margin16.3 %15.5 %0.8 %Total gross margin18.6 %16.8 %1.8 %
Units sold:Units sold:Units sold:
Retail new vehicles soldRetail new vehicles sold36,863 35,360 1,503 4.3 %Retail new vehicles sold35,126 39,869 (4,743)(11.9)%
Retail used vehicles soldRetail used vehicles sold38,059 36,790 1,269 3.4 %Retail used vehicles sold43,240 38,347 4,893 12.8 %
Wholesale used vehicles soldWholesale used vehicles sold9,812 12,086 (2,274)(18.8)%Wholesale used vehicles sold11,261 11,581 (320)(2.8)%
Total usedTotal used47,871 48,876 (1,005)(2.1)%Total used54,501 49,928 4,573 9.2 %
Average sales price per unit sold:Average sales price per unit sold:Average sales price per unit sold:
New vehicle retailNew vehicle retail$41,868 $37,957 $3,910 10.3 %$362 9.3 %New vehicle retail$44,872 $39,647 $5,226 13.2 %$609 11.6 %
Used vehicle retailUsed vehicle retail$23,615 $21,175 $2,440 11.5 %$274 10.2 %Used vehicle retail$28,870 $22,614 $6,256 27.7 %$494 25.5 %
Gross profit per unit sold:Gross profit per unit sold:Gross profit per unit sold:
New vehicle retail salesNew vehicle retail sales$2,687 $1,777 $910 51.2 %$13 50.5 %New vehicle retail sales$4,773 $2,489 $2,285 91.8 %$43 90.1 %
Used vehicle retail salesUsed vehicle retail sales$1,566 $1,146 $420 36.7 %$8 36.0 %Used vehicle retail sales$2,279 $1,854 $425 23.0 %$36 21.0 %
Used vehicle wholesale salesUsed vehicle wholesale sales$401 $83 $319 384.8 %$(7)393.5 %Used vehicle wholesale sales$676 $513 $163 31.7 %$25 26.9 %
Total usedTotal used$1,327 $883 $445 50.4 %$5 49.8 %Total used$1,948 $1,543 $405 26.3 %$33 24.1 %
F&I PRUF&I PRU$1,695 $1,559 $137 8.8 %$6 8.3 %F&I PRU$1,885 $1,655 $229 13.9 %$13 13.1 %
Other:Other:Other:
SG&A expensesSG&A expenses$318.4 $328.0 $(9.5)(2.9)%$1.9 (3.5)%SG&A expenses$385.1 $305.8 $79.3 25.9 %$4.5 24.5 %
SG&A as % gross profitSG&A as % gross profit64.9 %78.7 %(13.8)%SG&A as % gross profit59.0 %59.7 %(0.8)%
Floorplan expense:Floorplan expense:Floorplan expense:
Floorplan interest expenseFloorplan interest expense$7.6 $12.9 $(5.3)(41.2)%$0.1 (41.9)%Floorplan interest expense$4.8 $8.1 $(3.3)(40.9)%$0.1 (42.4)%
Less: floorplan assistance (1)
Less: floorplan assistance (1)
13.2 10.6 2.6 24.9 %— 24.9 %
Less: floorplan assistance (1)
12.2 12.7 (0.5)(4.0)%— (4.0)%
Net floorplan expenseNet floorplan expense$(5.6)$2.3 $(7.9)(345.5)%$0.1 (349.3)%Net floorplan expense$(7.4)$(4.6)$(2.8)$0.1 
(1) Floorplan assistance is included within New vehicle retail sales Gross profit above and New vehicle retail sales Cost of sales in our Condensed Consolidated Statements of Operations.
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Same Store Operating Data — Consolidated
(In millions, except unit data)
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:Revenues:Revenues:
New vehicle retail salesNew vehicle retail sales$1,542.9 $1,332.0 $210.8 15.8 %$13.3 14.8 %New vehicle retail sales$1,530.1 $1,565.4 $(35.3)(2.3)%$19.5 (3.5)%
Used vehicle retail salesUsed vehicle retail sales898.2 770.5 127.7 16.6 %10.4 15.2 %Used vehicle retail sales1,199.9 857.6 342.3 39.9 %18.8 37.7 %
Used vehicle wholesale salesUsed vehicle wholesale sales80.2 85.5 (5.4)(6.3)%1.4 (7.9)%Used vehicle wholesale sales105.0 85.5 19.5 22.8 %2.3 20.1 %
Total usedTotal used978.4 856.1 122.3 14.3 %11.8 12.9 %Total used1,304.9 943.1 361.8 38.4 %21.1 36.1 %
Parts and service salesParts and service sales358.1 364.2 (6.1)(1.7)%1.9 (2.2)%Parts and service sales416.6 368.8 47.8 13.0 %3.9 11.9 %
F&I, netF&I, net127.0 111.5 15.5 13.9 %0.5 13.5 %F&I, net145.1 128.1 17.0 13.3 %1.0 12.5 %
Total revenuesTotal revenues$3,006.3 $2,663.7 $342.6 12.9 %$27.6 11.8 %Total revenues$3,396.7 $3,005.4 $391.2 13.0 %$45.5 11.5 %
Gross profit:Gross profit: Gross profit: 
New vehicle retail salesNew vehicle retail sales$99.1 $62.2 $36.9 59.4 %$0.5 58.6 %New vehicle retail sales$163.8 $98.3 $65.4 66.6 %$1.4 65.1 %
Used vehicle retail salesUsed vehicle retail sales59.6 41.9 17.7 42.3 %0.3 41.5 %Used vehicle retail sales94.6 70.5 24.1 34.2 %1.4 32.2 %
Used vehicle wholesale salesUsed vehicle wholesale sales4.0 1.0 3.0 295.2 %(0.1)301.0 %Used vehicle wholesale sales7.3 5.9 1.4 23.3 %0.3 18.8 %
Total usedTotal used63.6 42.9 20.7 48.2 %0.3 47.7 %Total used101.8 76.4 25.5 33.3 %1.7 31.2 %
Parts and service salesParts and service sales200.0 194.7 5.3 2.7 %1.4 2.0 %Parts and service sales225.1 202.3 22.7 11.2 %2.3 10.1 %
F&I, netF&I, net127.0 111.5 15.5 13.9 %0.5 13.5 %F&I, net145.1 128.1 17.0 13.3 %1.0 12.5 %
Total gross profitTotal gross profit$489.6 $411.3 $78.4 19.1 %$2.7 18.4 %Total gross profit$635.8 $505.1 $130.6 25.9 %$6.3 24.6 %
Gross margin:Gross margin:Gross margin:
New vehicle retail salesNew vehicle retail sales6.4 %4.7 %1.8 %New vehicle retail sales10.7 %6.3 %4.4 %
Used vehicle retail salesUsed vehicle retail sales6.6 %5.4 %1.2 %Used vehicle retail sales7.9 %8.2 %(0.3)%
Used vehicle wholesale salesUsed vehicle wholesale sales5.0 %1.2 %3.8 %Used vehicle wholesale sales6.9 %6.9 %— %
Total usedTotal used6.5 %5.0 %1.5 %Total used7.8 %8.1 %(0.3)%
Parts and service salesParts and service sales55.8 %53.5 %2.4 %Parts and service sales54.0 %54.9 %(0.8)%
F&I, net100.0 %100.0 %— %
Total gross marginTotal gross margin16.3 %15.4 %0.8 %Total gross margin18.7 %16.8 %1.9 %
Units sold:Units sold:Units sold:
Retail new vehicles soldRetail new vehicles sold36,851 35,082 1,769 5.0 %Retail new vehicles sold33,795 39,431 (5,636)(14.3)%
Retail used vehicles soldRetail used vehicles sold38,027 36,331 1,696 4.7 %Retail used vehicles sold41,219 37,819 3,400 9.0 %
Wholesale used vehicles soldWholesale used vehicles sold9,799 11,921 (2,122)(17.8)%Wholesale used vehicles sold10,581 11,415 (834)(7.3)%
Total usedTotal used47,826 48,252 (426)(0.9)%Total used51,800 49,234 2,566 5.2 %
Average sales price per unit sold:Average sales price per unit sold:Average sales price per unit sold:
New vehicle retailNew vehicle retail$41,868 $37,969 $3,899 10.3 %$361 9.3 %New vehicle retail$45,275 $39,700 $5,575 14.0 %$578 12.6 %
Used vehicle retailUsed vehicle retail$23,621 $21,209 $2,412 11.4 %$273 10.1 %Used vehicle retail$29,110 $22,676 $6,433 28.4 %$455 26.4 %
Gross profit per unit sold:Gross profit per unit sold:Gross profit per unit sold:
New vehicle retail salesNew vehicle retail sales$2,689 $1,772 $917 51.7 %$13 51.0 %New vehicle retail sales$4,846 $2,493 $2,352 94.3 %$41 92.7 %
Used vehicle retail salesUsed vehicle retail sales$1,567 $1,153 $414 35.9 %$8 35.2 %Used vehicle retail sales$2,294 $1,863 $431 23.1 %$34 21.3 %
Used vehicle wholesale salesUsed vehicle wholesale sales$408 $85 $323 380.8 %$(6)387.9 %Used vehicle wholesale sales$687 $516 $171 33.1 %$25 28.1 %
Total usedTotal used$1,330 $889 $441 49.6 %$5 49.0 %Total used$1,966 $1,551 $415 26.7 %$32 24.7 %
F&I PRUF&I PRU$1,696 $1,561 $135 8.6 %$6 8.2 %F&I PRU$1,934 $1,658 $276 16.6 %$13 15.9 %
Other:Other:Other:
SG&A expensesSG&A expenses$317.3 $322.3 $(4.9)(1.5)%$1.8 (2.1)%SG&A expenses$372.2 $300.7 $71.5 23.8 %$3.9 22.5 %
SG&A as % gross profitSG&A as % gross profit64.8 %78.4 %(13.6)%SG&A as % gross profit58.5 %59.5 %(1.0)%

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Reported Operating Data — Consolidated
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:
New vehicle retail sales$4,974.9 $3,985.5 $989.3 24.8 %$57.2 23.4 %
Used vehicle retail sales3,342.7 2,287.4 1,055.3 46.1 %58.3 43.6 %
Used vehicle wholesale sales286.0 221.9 64.1 28.9 %6.9 25.8 %
Total used3,628.7 2,509.3 1,119.4 44.6 %65.2 42.0 %
Parts and service sales1,180.4 1,028.2 152.2 14.8 %10.8 13.7 %
F&I, net435.7 338.7 97.1 28.7 %2.9 27.8 %
Total revenues$10,219.7 $7,861.7 $2,358.0 30.0 %$136.9 28.3 %
Gross profit: 
New vehicle retail sales$432.0 $225.8 $206.2 91.3 %$3.4 89.8 %
Used vehicle retail sales267.3 159.5 107.8 67.6 %3.7 65.2 %
Used vehicle wholesale sales20.7 9.0 11.7 130.3 %0.4 125.4 %
Total used287.9 168.5 119.5 70.9 %4.2 68.4 %
Parts and service sales649.5 554.2 95.2 17.2 %6.8 15.9 %
F&I, net435.7 338.7 97.1 28.7 %2.9 27.8 %
Total gross profit$1,805.1 $1,287.2 $517.9 40.2 %$17.3 38.9 %
Gross margin:
New vehicle retail sales8.7 %5.7 %3.0 %
Used vehicle retail sales8.0 %7.0 %1.0 %
Used vehicle wholesale sales7.2 %4.0 %3.2 %
Total used7.9 %6.7 %1.2 %
Parts and service sales55.0 %53.9 %1.1 %
Total gross margin17.7 %16.4 %1.3 %
Units sold:
Retail new vehicles sold114,882 101,701 13,181 13.0 %
Retail used vehicles sold126,301 105,665 20,636 19.5 %
Wholesale used vehicles sold32,038 30,970 1,068 3.4 %
Total used158,339 136,635 21,704 15.9 %
Average sales price per unit sold:
New vehicle retail$43,304 $39,189 $4,115 10.5 %$498 9.2 %
Used vehicle retail$26,466 $21,648 $4,818 22.3 %$462 20.1 %
Gross profit per unit sold:
New vehicle retail sales$3,760 $2,220 $1,540 69.3 %$29 68.0 %
Used vehicle retail sales$2,116 $1,510 $607 40.2 %$29 38.2 %
Used vehicle wholesale sales$645 $290 $355 122.6 %$14 117.9 %
Total used$1,819 $1,233 $585 47.5 %$26 45.3 %
F&I PRU$1,807 $1,633 $174 10.6 %$12 9.9 %
Other:
SG&A expenses$1,080.3 $870.9 $209.3 24.0 %$11.7 22.7 %
SG&A as % gross profit59.8 %67.7 %(7.8)%
Floorplan expense:
Floorplan interest expense$21.2 $31.1 $(9.9)(32.0)%$0.3 (33.1)%
Less: floorplan assistance (1)
40.6 33.0 7.6 22.9 %— 22.9 %
Net floorplan expense$(19.5)$(1.9)$(17.5)$0.3 
(1) Floorplan assistance is included within New vehicle retail sales Gross profit above and New vehicle retail sales Cost of sales in our Condensed Consolidated Statements of Operations.

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Table of Contents
Same Store Operating Data — Consolidated
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:
New vehicle retail sales$4,910.5 $3,947.3 $963.2 24.4 %$55.0 23.0 %
Used vehicle retail sales3,286.3 2,260.6 1,025.7 45.4 %55.4 42.9 %
Used vehicle wholesale sales281.0 219.3 61.7 28.1 %6.6 25.1 %
Total used3,567.3 2,479.9 1,087.4 43.8 %62.0 41.3 %
Parts and service sales1,160.2 1,011.4 148.8 14.7 %9.9 13.7 %
F&I, net432.0 335.1 96.9 28.9 %2.8 28.1 %
Total revenues$10,070.0 $7,773.7 $2,296.3 29.5 %$130.5 27.9 %
Gross profit: 
New vehicle retail sales$426.5 $223.5 $202.9 90.8 %$3.2 89.3 %
Used vehicle retail sales262.0 158.1 103.9 65.7 %3.6 63.4 %
Used vehicle wholesale sales20.2 8.9 11.3 126.8 %0.4 122.0 %
Total used282.2 167.0 115.2 68.9 %4.0 66.6 %
Parts and service sales638.0 545.1 92.9 17.0 %6.4 15.9 %
F&I, net432.0 335.1 96.9 28.9 %2.8 28.1 %
Total gross profit$1,778.7 $1,270.8 $507.9 40.0 %$16.4 38.7 %
Gross margin:
New vehicle retail sales8.7 %5.7 %3.0 %
Used vehicle retail sales8.0 %7.0 %1.0 %
Used vehicle wholesale sales7.2 %4.1 %3.1 %
Total used7.9 %6.7 %1.2 %
Parts and service sales55.0 %53.9 %1.1 %
Total gross margin17.7 %16.3 %1.3 %
Units sold:
Retail new vehicles sold113,055 100,629 12,426 12.3 %
Retail used vehicles sold123,905 104,166 19,739 18.9 %
Wholesale used vehicles sold31,226 30,553 673 2.2 %
Total used155,131 134,719 20,412 15.2 %
Average sales price per unit sold:
New vehicle retail$43,434 $39,226 $4,208 10.7 %$486 9.5 %
Used vehicle retail$26,523 $21,702 $4,821 22.2 %$447 20.2 %
Gross profit per unit sold:
New vehicle retail sales$3,772 $2,221 $1,551 69.8 %$28 68.5 %
Used vehicle retail sales$2,115 $1,518 $596 39.3 %$29 37.4 %
Used vehicle wholesale sales$647 $291 $355 121.9 %$14 117.2 %
Total used$1,819 $1,240 $579 46.7 %$26 44.6 %
F&I PRU$1,823 $1,636 $187 11.4 %$12 10.7 %
Other:
SG&A expenses$1,061.8 $856.1 $205.7 24.0 %$10.9 22.8 %
SG&A as % gross profit59.7 %67.4 %(7.7)%
29
Table of Contents
Reported Operating Data — U.S.
(In millions, except unit data)
Three Months Ended March 31,
20212020Increase/(Decrease)% Change
Revenues:
New vehicle retail sales$1,246.0 $988.4 $257.7 26.1 %
Used vehicle retail sales696.5 570.3 126.2 22.1 %
Used vehicle wholesale sales50.4 46.8 3.6 7.6 %
Total used746.9 617.1 129.8 21.0 %
Parts and service sales296.3 304.6 (8.3)(2.7)%
F&I, net115.1 97.4 17.7 18.1 %
Total revenues$2,404.3 $2,007.6 $396.8 19.8 %
Gross profit:
New vehicle retail sales$80.9 $47.3 $33.6 71.1 %
Used vehicle retail sales50.3 31.9 18.4 57.6 %
Used vehicle wholesale sales3.9 0.8 3.1 374.6 %
Total used54.3 32.8 21.5 65.6 %
Parts and service sales165.1 163.5 1.6 1.0 %
F&I, net115.1 97.4 17.7 18.1 %
Total gross profit$415.3 $340.9 $74.3 21.8 %
Gross margin:
New vehicle retail sales6.5 %4.8 %1.7 %
Used vehicle retail sales7.2 %5.6 %1.6 %
Used vehicle wholesale sales7.8 %1.8 %6.0 %
Total used7.3 %5.3 %2.0 %
Parts and service sales55.7 %53.7 %2.0 %
F&I, net100.0 %100.0 %— %
Total gross margin17.3 %17.0 %0.3 %
Units sold:
Retail new vehicles sold29,152 24,495 4,657 19.0 %
Retail used vehicles sold30,431 27,668 2,763 10.0 %
Wholesale used vehicles sold6,440 7,027 (587)(8.4)%
Total used36,871 34,695 2,176 6.3 %
Average sales price per unit sold:
New vehicle retail$42,743 $40,350 $2,393 5.9 %
Used vehicle retail$22,888 $20,613 $2,275 11.0 %
Gross profit per unit sold:
New vehicle retail sales$2,774 $1,929 $845 43.8 %
Used vehicle retail sales$1,654 $1,154 $499 43.3 %
Used vehicle wholesale sales$610 $118 $492 417.9 %
Total used$1,471 $944 $527 55.8 %
F&I PRU$1,931 $1,868 $64 3.4 %
Other:
SG&A expenses$261.7 $257.5 $4.2 1.6 %
SG&A as % gross profit63.0 %75.5 %(12.5)%

Three Months Ended September 30,
20212020Increase/(Decrease)% Change
Revenues:
New vehicle retail sales$1,208.5 $1,172.2 $36.3 3.1 %
Used vehicle retail sales902.3 608.2 294.1 48.4 %
Used vehicle wholesale sales68.0 44.8 23.2 51.8 %
Total used970.3 653.0 317.4 48.6 %
Parts and service sales353.1 306.4 46.7 15.3 %
F&I, net130.5 113.0 17.4 15.4 %
Total revenues$2,662.4 $2,244.6 $417.8 18.6 %
Gross profit:
New vehicle retail sales$140.0 $79.8 $60.2 75.5 %
Used vehicle retail sales73.1 52.8 20.2 38.3 %
Used vehicle wholesale sales3.2 3.7 (0.5)(13.6)%
Total used76.3 56.6 19.7 34.9 %
Parts and service sales188.2 166.3 21.9 13.2 %
F&I, net130.5 113.0 17.4 15.4 %
Total gross profit$535.0 $415.7 $119.3 28.7 %
Gross margin:
New vehicle retail sales11.6 %6.8 %4.8 %
Used vehicle retail sales8.1 %8.7 %(0.6)%
Used vehicle wholesale sales4.8 %8.3 %(3.6)%
Total used7.9 %8.7 %(0.8)%
Parts and service sales53.3 %54.3 %(1.0)%
Total gross margin20.1 %18.5 %1.6 %
Units sold:
Retail new vehicles sold25,984 27,980 (1,996)(7.1)%
Retail used vehicles sold31,704 27,694 4,010 14.5 %
Wholesale used vehicles sold6,758 6,195 563 9.1 %
Total used38,462 33,889 4,573 13.5 %
Average sales price per unit sold:
New vehicle retail$46,510 $41,895 $4,614 11.0 %
Used vehicle retail$28,461 $21,961 $6,500 29.6 %
Gross profit per unit sold:
New vehicle retail sales$5,388 $2,852 $2,536 88.9 %
Used vehicle retail sales$2,305 $1,908 $397 20.8 %
Used vehicle wholesale sales$478 $603 $(125)(20.8)%
Total used$1,984 $1,669 $315 18.9 %
F&I PRU$2,261 $2,030 $231 11.4 %
Other:
SG&A expenses$308.7 $245.2 $63.5 25.9 %
SG&A as % gross profit57.7 %59.0 %(1.3)%
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Table of Contents
Same Store Operating Data — U.S.
(In millions, except unit data)
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/(Decrease)% Change20212020Increase/(Decrease)% Change
Revenues:Revenues:Revenues:
New vehicle retail salesNew vehicle retail sales$1,245.7 $979.3 $266.4 27.2 %New vehicle retail sales$1,191.1 $1,158.8 $32.3 2.8 %
Used vehicle retail salesUsed vehicle retail sales696.4 562.8 133.6 23.7 %Used vehicle retail sales894.3 600.7 293.6 48.9 %
Used vehicle wholesale salesUsed vehicle wholesale sales50.4 45.9 4.5 9.8 %Used vehicle wholesale sales67.2 43.8 23.5 53.7 %
Total usedTotal used746.8 608.7 138.1 22.7 %Total used961.5 644.4 317.1 49.2 %
Parts and service salesParts and service sales295.5 301.9 (6.4)(2.1)%Parts and service sales349.6 302.8 46.8 15.5 %
F&I, netF&I, net115.1 96.6 18.5 19.2 %F&I, net129.0 111.8 17.3 15.5 %
Total revenuesTotal revenues$2,403.1 $1,986.5 $416.6 21.0 %Total revenues$2,631.3 $2,217.8 $413.5 18.6 %
Gross profit:Gross profit:Gross profit:
New vehicle retail salesNew vehicle retail sales$80.9 $46.7 $34.3 73.4 %New vehicle retail sales$138.0 $79.0 $59.1 74.8 %
Used vehicle retail salesUsed vehicle retail sales50.3 31.8 18.6 58.6 %Used vehicle retail sales71.5 52.4 19.2 36.6 %
Used vehicle wholesale salesUsed vehicle wholesale sales3.9 0.8 3.1 367.2 %Used vehicle wholesale sales3.0 3.7 (0.7)(18.8)%
Total usedTotal used54.3 32.6 21.7 66.5 %Total used74.5 56.1 18.5 33.0 %
Parts and service salesParts and service sales164.7 161.8 2.9 1.8 %Parts and service sales186.0 164.0 21.9 13.4 %
F&I, netF&I, net115.1 96.6 18.5 19.2 %F&I, net129.0 111.8 17.3 15.5 %
Total gross profitTotal gross profit$415.0 $337.6 $77.4 22.9 %Total gross profit$527.6 $410.8 $116.7 28.4 %
Gross margin:Gross margin:Gross margin:
New vehicle retail salesNew vehicle retail sales6.5 %4.8 %1.7 %New vehicle retail sales11.6 %6.8 %4.8 %
Used vehicle retail salesUsed vehicle retail sales7.2 %5.6 %1.6 %Used vehicle retail sales8.0 %8.7 %(0.7)%
Used vehicle wholesale salesUsed vehicle wholesale sales7.8 %1.8 %6.0 %Used vehicle wholesale sales4.5 %8.4 %(4.0)%
Total usedTotal used7.3 %5.4 %1.9 %Total used7.8 %8.7 %(0.9)%
Parts and service salesParts and service sales55.7 %53.6 %2.1 %Parts and service sales53.2 %54.2 %(1.0)%
F&I, net100.0 %100.0 %— %
Total gross marginTotal gross margin17.3 %17.0 %0.3 %Total gross margin20.0 %18.5 %1.5 %
Units sold:Units sold:Units sold:
Retail new vehicles soldRetail new vehicles sold29,148 24,271 4,877 20.1 %Retail new vehicles sold25,522 27,626 (2,104)(7.6)%
Retail used vehicles soldRetail used vehicles sold30,425 27,280 3,145 11.5 %Retail used vehicles sold31,366 27,299 4,067 14.9 %
Wholesale used vehicles soldWholesale used vehicles sold6,440 6,897 (457)(6.6)%Wholesale used vehicles sold6,611 6,076 535 8.8 %
Total usedTotal used36,865 34,177 2,688 7.9 %Total used37,977 33,375 4,602 13.8 %
Average sales price per unit sold:Average sales price per unit sold:Average sales price per unit sold:
New vehicle retailNew vehicle retail$42,738 $40,349 $2,389 5.9 %New vehicle retail$46,670 $41,947 $4,723 11.3 %
Used vehicle retailUsed vehicle retail$22,890 $20,631 $2,259 10.9 %Used vehicle retail$28,512 $22,003 $6,509 29.6 %
Gross profit per unit sold:Gross profit per unit sold:Gross profit per unit sold:
New vehicle retail salesNew vehicle retail sales$2,777 $1,923 $854 44.4 %New vehicle retail sales$5,409 $2,858 $2,551 89.2 %
Used vehicle retail salesUsed vehicle retail sales$1,655 $1,164 $491 42.2 %Used vehicle retail sales$2,280 $1,918 $362 18.9 %
Used vehicle wholesale salesUsed vehicle wholesale sales$612 $122 $489 400.3 %Used vehicle wholesale sales$454 $608 $(154)(25.4)%
Total usedTotal used$1,473 $954 $519 54.4 %Total used$1,962 $1,679 $283 16.8 %
F&I PRUF&I PRU$1,931 $1,873 $58 3.1 %F&I PRU$2,268 $2,035 $234 11.5 %
Other:Other:Other:
SG&A expensesSG&A expenses$262.0 $253.9 $8.1 3.2 %SG&A expenses$304.5 $241.6 $62.9 26.0 %
SG&A as % gross profitSG&A as % gross profit63.1 %75.2 %(12.1)%SG&A as % gross profit57.7 %58.8 %(1.1)%

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The following discussion of our U.S. operating results is on aan as reported and same store basis. The difference between as reported amounts and same store amounts is related to acquisition and disposition activity, as well as new add-point openings. During 2020, our U.S. dealership operations were impacted by reduced demand caused by the COVID-19 pandemic and the restrictions put in place by local governments to contain the virus.
Revenues
Total revenues in the U.S. during the three months ended March 31,September 30, 2021, increased $396.8$417.8 million, or 19.8%18.6%, as compared to the same period in 2020. Total same store revenues in the U.S. during the three months ended March 31,September 30, 2021, increased $416.6$413.5 million, or 21.0%18.6%, as compared to the same period in 2020, driven by increases in all of our revenue streams, with the exception of parts and service sales.streams. The increase of 27.2%2.8% in new vehicle retail same store sales was driven by a 20.1%an 11.3% increase in same storethe average new vehicle retail unit sales coupled with a 5.9% increase in same store sales price, partially offset by a 7.6% decrease in new vehicle averageretail same store unit sales price per retail unit reflecting increased demand at our dealerships and lower vehicle inventory supply as a result of the OEMs producing and delivering fewer vehicles to dealerships due to a global semiconductor chip shortage. At March 31,September 30, 2021, our U.S. new vehicle inventory stood at a 34 day’s supply was 11 days’ which was 8741 days lower than the same period last yearin 2020 and 1437 days lower than December 31, 2020 days’ supply of 48. While we anticipate inventories remaining tight in the near term, we will continue to adjust our operations as necessary. Used vehicle retail same store sales increased 23.7%48.9%, driven by an 11.5%a 29.6% increase in average used vehicle same store sales price, coupled with a 14.9% increase in used vehicle retail same store unit salessales. The increase reflects strong consumer demand coupled with our ability to hold used vehicle days’ supply relatively constant by sourcing more inventory through direct purchases from vehicle owners rather than through public auctions. New and used vehicle retail same store revenues also benefited from a 10.9%67.8% increase in used vehicle same store average price per retail unit reflecting increased demand and lower inventory levels. Sell A Ride, a toolsales from our online digital platform, AcceleRide® which enables a customer to sell their vehicle from, during the comfort of their home, was instrumental in alleviating some of our used vehicle supply constraints. Addingthree months ended September 30, 2021 as compared to the increasesame period in our new and used vehicle retail same store sales were sales from AcceleRide®. Several technological enhancements made during the first quarter of 2021 to our online platform helped bolster these results.2020. Used vehicle wholesale same store sales increased 9.8%53.7%, driven by a 17.5%41.2% increase in average used vehicle wholesale same store sales price, coupled with an 8.8% increase in used vehicle averagewholesale same store price per wholesale unit which was partially offset by a 6.6% decrease in used vehicle same store wholesale units. The increase in our same store average used vehicle wholesale sales price was the result of a 19.8%23.1% increase in average used vehicle market prices in 2021, as compared to the first quarter ofsame period in 2020, as reflected in the Manheim Index. Parts and service same store revenues decreased by 2.1%increased 15.5%, for the quarter ended March 31,September 30, 2021, as compared to the same period in 2020, driven by a 11.7% decline in warranty revenues and a 14.5% decline in collision revenues which were partially offset by a 5.2%19.4% increase in customer pay revenues, while oura 25.7% increase in wholesale revenues remained flat. Our Texas and Oklahoma stores were adversely impacteda 30.4% increase in collision revenues; partially offset by a record-setting winter storm12.9% decline in the middle of February, which essentially shut down most of our parts and service business for approximately a week and dampened our parts and service same storewarranty revenues. F&I same store revenues increased 19.2%15.5% driven primarily by a 15.6% increase in same store total retail unit sales and higher income per contractimproved penetration rates on financeVSCs and many of our other insurance product offerings, whichhigher income per contract on our retail finance fees and an increase in our total retail same store unit sales. These increases were partially offset by lower penetration rates and an increase in our overall chargeback experience.
Gross Profit
Total gross profit in the U.S. during the three months ended March 31,September 30, 2021, increased $74.3$119.3 million, or 21.8%28.7%, as compared to the same period in 2020. Total same store gross profit in the U.S. during the three months ended March 31,September 30, 2021, increased $77.4$116.7 million, or 22.9%28.4%, as compared to the same period in 2020, driven by increases in all of our operations.operations with the exception of used vehicle wholesale same store gross profit. New vehicle retail same store gross profit increased 73.4%74.8%, reflecting a 44.4%an 89.2% increase in new vehicle retail same store gross profit per unit sold, coupled withpartially offset by a 20.1% increase7.6% decrease in same store new vehicle retail units sold.same store unit sales. The increase in new vehicle retail same store gross profit per unit sold reflects strong consumer demand alongcoupled with inventory supply constraints. Used vehicle retail same store gross profit increased 58.6%36.6%, reflectingdriven by an increase of 42.2%18.9% in used vehicle retail same store gross profit per unit sold, coupled with an 11.5%a 14.9% increase in used vehicle retail same store unit sales over the same period in 2020. The increase in used vehicle retail same store gross profit per unit sold reflects a combination of higher market prices stemming from tight inventory levels. Usedand strong demand. Our used vehicle wholesale same store gross profit increased as industry supply shortages drove up auctiondecreased 18.8%, driven by a 25.4% decrease in used vehicle wholesale same store gross profit per unit sold, partially offset by an increase in used vehicle same store wholesale units. The decrease in our used vehicle wholesale same store gross profit per unit sold stems from fluctuations in wholesale prices from month to month, as reflected in the Manheim Index.Index, and the timing of when we acquire inventory and sell the vehicles at auction. Parts and service same store gross profit increased 1.8%13.4% for the quarter ended September 30, 2021, as compared to the same period in 2020, driven primarily due to anby a 19.3% increase in customer payour customer-pay gross profit. New F&I same store gross profit increased 19.2%15.5%, driven by the increases in revenue discussed above. Total same store gross margin increased 30150 basis points, driven by higher new and used vehicle margins because of vehicle supply constraints and higher parts and service margin due to improvements in customer pay.supply constraints.
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SG&A Expenses
Our SG&A expenses consist primarily of personnel costs, including salaries, commissions and incentive-based compensation, as well as rent and facility costs, advertising and other expenses (which includes legal, professional fees and general corporate expenses). Total SG&A expenses in the U.S. during the three months ended March 31,September 30, 2021, increased $4.2$63.5 million, or 1.6%25.9%, as compared to the same period in 2020. Total same store SG&A expenses in the U.S. during the three months ended March 31,September 30, 2021, increased $8.1$62.9 million, or 3.2%26.0%, as compared to the same period in 2020, primarily driven by an increase in personnel costs due to growth inincreased variable commission payments as a result of improvements in new and used vehicle retail sales volume and gross profit.new vehicle margins and an increase in other variable expenses associated with the rise in business activity. Total 2021 same store SG&A expenses in the U.S. for the three months ended September 30, 2021, included $2.2$3.8 million in acquisition costs and $0.6 million of net costs associated with Hurricane Ida, partially offset by $3.7 million in gains related to favorable legal settlements. Total same store SG&A as a percent of gross profit decreased from 58.8% in the third quarter of 2020, to 57.7% for the same period of 2021, driven by productivity gains and higher new vehicle margins.
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Reported Operating Data — U.S.
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/(Decrease)% Change
Revenues:
New vehicle retail sales$3,958.9 $3,076.3 $882.6 28.7 %
Used vehicle retail sales2,481.7 1,719.4 762.3 44.3 %
Used vehicle wholesale sales179.6 122.1 57.5 47.0 %
Total used2,661.3 1,841.5 819.8 44.5 %
Parts and service sales982.0 865.2 116.8 13.5 %
F&I, net389.4 300.2 89.2 29.7 %
Total revenues$7,991.6 $6,083.3 $1,908.4 31.4 %
Gross profit: 
New vehicle retail sales$362.6 $183.6 $179.0 97.5 %
Used vehicle retail sales210.7 125.7 85.0 67.6 %
Used vehicle wholesale sales13.6 6.2 7.4 119.9 %
Total used224.3 131.9 92.4 70.0 %
Parts and service sales535.1 465.4 69.7 15.0 %
F&I, net389.4 300.2 89.2 29.7 %
Total gross profit$1,511.4 $1,081.1 $430.3 39.8 %
Gross margin:
New vehicle retail sales9.2 %6.0 %3.2 %
Used vehicle retail sales8.5 %7.3 %1.2 %
Used vehicle wholesale sales7.6 %5.0 %2.5 %
Total used8.4 %7.2 %1.3 %
Parts and service sales54.5 %53.8 %0.7 %
Total gross margin18.9 %17.8 %1.1 %
Units sold:
Retail new vehicles sold89,183 74,412 14,771 19.9 %
Retail used vehicles sold96,143 81,494 14,649 18.0 %
Wholesale used vehicles sold19,804 18,372 1,432 7.8 %
Total used115,947 99,866 16,081 16.1 %
Average sales price per unit sold:
New vehicle retail$44,391 $41,342 $3,049 7.4 %
Used vehicle retail$25,813 $21,099 $4,714 22.3 %
Gross profit per unit sold:
New vehicle retail sales$4,066 $2,467 $1,599 64.8 %
Used vehicle retail sales$2,192 $1,543 $649 42.1 %
Used vehicle wholesale sales$685 $336 $349 104.0 %
Total used$1,934 $1,321 $614 46.5 %
F&I PRU$2,101 $1,926 $176 9.1 %
Other:
SG&A expenses$883.0 $706.0 $177.0 25.1 %
SG&A as % gross profit58.4 %65.3 %(6.9)%

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Same Store Operating Data — U.S.
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/(Decrease)% Change
Revenues:
New vehicle retail sales$3,923.4 $3,042.0 $881.4 29.0 %
Used vehicle retail sales2,466.2 1,696.7 769.5 45.4 %
Used vehicle wholesale sales178.2 119.8 58.4 48.8 %
Total used2,644.4 1,816.5 827.9 45.6 %
Parts and service sales974.3 855.8 118.5 13.8 %
F&I, net386.9 297.0 89.9 30.3 %
Total revenues$7,929.1 $6,011.4 $1,917.7 31.9 %
Gross profit:
New vehicle retail sales$359.0 $181.5 $177.6 97.8 %
Used vehicle retail sales207.9 124.6 83.3 66.8 %
Used vehicle wholesale sales13.1 6.1 7.0 115.2 %
Total used221.1 130.7 90.3 69.1 %
Parts and service sales530.3 459.7 70.6 15.4 %
F&I, net386.9 297.0 89.9 30.3 %
Total gross profit$1,497.3 $1,068.9 $428.4 40.1 %
Gross margin:
New vehicle retail sales9.2 %6.0 %3.2 %
Used vehicle retail sales8.4 %7.3 %1.1 %
Used vehicle wholesale sales7.4 %5.1 %2.3 %
Total used8.4 %7.2 %1.2 %
Parts and service sales54.4 %53.7 %0.7 %
Total gross margin18.9 %17.8 %1.1 %
Units sold:
Retail new vehicles sold88,233 73,528 14,705 20.0 %
Retail used vehicles sold95,456 80,270 15,186 18.9 %
Wholesale used vehicles sold19,538 18,057 1,481 8.2 %
Total used114,994 98,327 16,667 17.0 %
Average sales price per unit sold:
New vehicle retail$44,467 $41,372 $3,094 7.5 %
Used vehicle retail$25,836 $21,138 $4,698 22.2 %
Gross profit per unit sold:
New vehicle retail sales$4,069 $2,468 $1,601 64.9 %
Used vehicle retail sales$2,178 $1,553 $625 40.3 %
Used vehicle wholesale sales$673 $338 $334 98.9 %
Total used$1,922 $1,330 $593 44.6 %
F&I PRU$2,106 $1,931 $175 9.1 %
Other:
SG&A expenses$875.9 $695.8 $180.2 25.9 %
SG&A as % gross profit58.5 %65.1 %(6.6)%

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The following discussion of our U.S. operating results is on an as reported and same store basis. The difference between as reported amounts and same store amounts is related to acquisition and disposition activity, as well as new add-point openings. During 2020, our U.S. dealership operations were impacted by reduced demand caused by the COVID-19 pandemic and the restrictions put in place by local governments to contain the virus.
Revenues
Total revenues in the U.S. during the nine months ended September 30, 2021, increased $1,908.4 million, or 31.4%, as compared to the same period in 2020. Total same store revenues in the U.S. during the nine months ended September 30, 2021, increased $1,917.7 million, or 31.9%, as compared to the same period in 2020, driven by increases in all of our revenue streams. The 29.0% increase in new vehicle retail same store sales was driven by a 20.0% increase in new vehicle retail same store unit sales, coupled with a 7.5% increase in average new vehicle retail same store sales price reflecting increased demand at our dealerships and lower vehicle inventory supply as a result of the OEMs producing and delivering fewer vehicles to dealerships due to a global semiconductor chip shortage. Used vehicle retail same store sales increased 45.4%, driven by a 22.2% increase in average used vehicle retail same store sales price coupled with an 18.9% increase in used vehicle retail same store unit sales, reflecting increased demand and our ability to maintain used vehicle inventory levels through sourcing more inventory from direct purchases from vehicle owners. New and used vehicle retail same store revenues also benefited from a 96.5% increase in sales from our online digital platform, AcceleRide®, during the nine months ended September 30, 2021 as compared to the same period in 2020. Used vehicle wholesale same store sales increased 48.8%, driven by a 35.7% increase in average used vehicle same store sales price coupled with an 8.2% increase in used vehicle wholesale same store units. The increase in our average used vehicle wholesale same store sales price was the result of a 28.4% increase in the average used vehicle market prices for the nine months ended September 30, 2021, as compared to the same period last year, as reflected in the Manheim Index. Parts and service same store revenues increased 13.8% for the nine months ended September 30, 2021, as compared to the same period in 2020, driven by a 17.2% increase in our customer pay revenues, a 21.1% increase in our wholesale revenue and an 18.6% increase in our collision revenues; partially offset by a 5.2% decline in our warranty revenues. F&I same store revenues increased 30.3% driven primarily by a 19.4% increase in same store total retail unit sales, coupled with higher income per contract on finance and many of our other insurance product offerings and higher penetration rates. These increases were partially offset by an increase in our overall chargeback experience.
Gross Profit
Total gross profit in the U.S. during the nine months ended September 30, 2021, increased $430.3 million, or 39.8%, as compared to the same period in 2020. Total same store gross profit in the U.S. during the nine months ended September 30, 2021, increased $428.4 million, or 40.1%, as compared to the same period in 2020, driven by increases in all of our operations.New vehicle retail same store gross profit increased 97.8%, driven by a 64.9% increase in new vehicle retail same store gross profit per unit sold, coupled with a 20.0% increase in new vehicle retail same store unit sales. The increase in new vehicle retail same store gross profit per unit sold reflects higher demand and inventory supply constraints as a result of the global semiconductor chip shortage. Used vehicle retail same store gross profit increased 66.8%, driven by a 40.3% increase in used vehicle retail same store gross profit per unit sold, coupled with an 18.9% increase in used vehicle retail same store unit sales. The increase in used vehicle retail same store gross profit per unit sold reflects a combination of higher market prices and strong demand. Used vehicle wholesale same store gross profit increased as industry supply shortages drove up auction prices as reflected in the Manheim Index. Parts and service same store gross profit increased 15.4%, primarily driven by the increase in our customer-pay business reflecting increased business activity. F&I same store gross profit increased 30.3%, driven by increases in revenue discussed above. Total same store gross margin increased 110 basis points, driven by higher new and used vehicle margins, reflecting vehicle supply constraints and higher parts and service margins, reflecting improvements in customer pay and an increase in internal work associated with higher vehicle sales volumes.
SG&A Expenses
Total SG&A expenses in the U.S. during the nine months ended September 30, 2021, increased $177.0 million, or 25.1%, as compared to the same period in 2020. Total same store SG&A expenses in the U.S. during the nine months ended September 30, 2021, increased $180.2 million, or 25.9%, as compared to the same period in 2020, primarily driven by increased variable commission payments as a result of improvements in sales volume and margins and an increase in other variable expenses associated with the rise in business activity. Total same store SG&A expenses in the U.S. for the nine months ended September 30, 2021, included $2.8 million in disaster pay and insurance deductible expense associated with the February winter storm in Texas and a $1.0Hurricane Ida, coupled with $3.8 million gainin acquisition costs, partially offset by $4.7 million in gains related to a non-corefavorable legal settlement.settlements. Total same store SG&A expenses in the U.S. in the nine months ended September 30, 2020, included $10.6 million in expense for an out of period adjustment related to stock compensation. Total same store SG&A as a percent of gross profit decreased from 75.2% in65.1% for the first quarter ofnine months ended September 30, 2020, to 63.1%58.5% for the same period of 2021, driven by productivity gains and higher vehicle margins and gains in our salesperson and technician productivity rates.margins.
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Reported Operating Data — U.K.
(In millions, except unit data)
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:Revenues:Revenues:
New vehicle retail salesNew vehicle retail sales$263.2 $296.3 $(33.1)(11.2)%$21.4 (18.4)%New vehicle retail sales$305.4 $376.6 $(71.2)(18.9)%$19.8 (24.2)%
Used vehicle retail salesUsed vehicle retail sales191.6 188.8 2.8 1.5 %13.0 (5.4)%Used vehicle retail sales328.0 248.1 80.0 32.2 %20.9 23.8 %
Used vehicle wholesale salesUsed vehicle wholesale sales27.8 35.8 (8.0)(22.4)%1.9 (27.6)%Used vehicle wholesale sales38.1 39.5 (1.4)(3.6)%2.4 (9.8)%
Total usedTotal used219.4 224.6 (5.2)(2.3)%14.9 (8.9)%Total used366.1 287.6 78.5 27.3 %23.3 19.2 %
Parts and service salesParts and service sales56.5 56.4 — 0.1 %3.9 (6.9)%Parts and service sales63.4 61.3 2.1 3.4 %4.0 (3.2)%
F&I, netF&I, net10.6 13.3 (2.8)(20.7)%0.8 (26.8)%F&I, net15.6 15.4 0.2 1.4 %1.0 (5.1)%
Total revenuesTotal revenues$549.6 $590.7 $(41.0)(6.9)%$41.2 (13.9)%Total revenues$750.4 $740.8 $9.6 1.3 %$48.2 (5.2)%
Gross profit:Gross profit:Gross profit:
New vehicle retail salesNew vehicle retail sales$14.8 $12.1 $2.7 22.6 %$1.3 11.8 %New vehicle retail sales$21.5 $16.8 $4.7 27.9 %$1.4 19.7 %
Used vehicle retail salesUsed vehicle retail sales8.2 9.2 (1.0)(10.8)%0.6 (17.0)%Used vehicle retail sales23.9 17.2 6.7 39.0 %1.5 30.3 %
Used vehicle wholesale salesUsed vehicle wholesale sales(0.2)— (0.1)(412.9)%— (305.7)%Used vehicle wholesale sales4.1 2.0 2.1 106.1 %0.3 92.7 %
Total usedTotal used8.0 9.1 (1.1)(12.2)%0.5 (18.1)%Total used28.1 19.2 8.9 46.0 %1.8 36.8 %
Parts and service salesParts and service sales32.6 30.3 2.3 7.6 %2.3 0.1 %Parts and service sales38.5 36.2 2.3 6.3 %2.5 (0.5)%
F&I, netF&I, net10.6 13.3 (2.8)(20.7)%0.8 (26.8)%F&I, net15.6 15.4 0.2 1.4 %1.0 (5.1)%
Total gross profitTotal gross profit$66.0 $64.8 $1.2 1.8 %$4.9 (5.8)%Total gross profit$103.7 $87.6 $16.0 18.3 %$6.6 10.8 %
Gross margin:Gross margin:Gross margin:
New vehicle retail salesNew vehicle retail sales5.6 %4.1 %1.5 %New vehicle retail sales7.0 %4.5 %2.6 %
Used vehicle retail salesUsed vehicle retail sales4.3 %4.9 %(0.6)%Used vehicle retail sales7.3 %6.9 %0.4 %
Used vehicle wholesale salesUsed vehicle wholesale sales(0.6)%(0.1)%(0.5)%Used vehicle wholesale sales10.9 %5.1 %5.8 %
Total usedTotal used3.7 %4.1 %(0.4)%Total used7.7 %6.7 %1.0 %
Parts and service salesParts and service sales57.8 %53.7 %4.1 %Parts and service sales60.8 %59.1 %1.6 %
F&I, net100.0 %100.0 %— %
Total gross marginTotal gross margin12.0 %11.0 %1.0 %Total gross margin13.8 %11.8 %2.0 %
Units sold:Units sold:Units sold:
Retail new vehicles soldRetail new vehicles sold6,540 8,894 (2,354)(26.5)%Retail new vehicles sold7,381 10,689 (3,308)(30.9)%
Retail used vehicles soldRetail used vehicles sold7,112 8,024 (912)(11.4)%Retail used vehicles sold10,810 10,101 709 7.0 %
Wholesale used vehicles soldWholesale used vehicles sold3,138 4,584 (1,446)(31.5)%Wholesale used vehicles sold4,202 5,104 (902)(17.7)%
Total usedTotal used10,250 12,608 (2,358)(18.7)%Total used15,012 15,205 (193)(1.3)%
Average sales price per unit sold:Average sales price per unit sold:Average sales price per unit sold:
New vehicle retailNew vehicle retail$40,240 $33,314 $6,926 20.8 %$3,279 10.9 %New vehicle retail$41,370 $35,230 $6,140 17.4 %$2,677 9.8 %
Used vehicle retailUsed vehicle retail$26,941 $23,528 $3,413 14.5 %$1,829 6.7 %Used vehicle retail$30,346 $24,561 $5,785 23.6 %$1,932 15.7 %
Gross profit per unit sold:Gross profit per unit sold:Gross profit per unit sold:
New vehicle retail salesNew vehicle retail sales$2,261 $1,356 $905 66.8 %$200 52.0 %New vehicle retail sales$2,910 $1,571 $1,338 85.2 %$185 73.4 %
Used vehicle retail salesUsed vehicle retail sales$1,149 $1,141 $8 0.7 %$81 (6.4)%Used vehicle retail sales$2,215 $1,706 $509 29.9 %$139 21.7 %
Used vehicle wholesale salesUsed vehicle wholesale sales$(51)$(7)$(44)(649.3)%$(11)(492.7)%Used vehicle wholesale sales$987 $394 $593 NM$64 134.0 %
Total usedTotal used$782 $724 $58 8.0 %$53 0.7 %Total used$1,872 $1,266 $606 47.9 %$118 38.6 %
F&I PRUF&I PRU$773 $787 $(14)(1.8)%$59 (9.3)%F&I PRU$857 $739 $117 15.9 %$55 8.5 %
Other:Other:Other:
SG&A expensesSG&A expenses$49.6 $59.8 $(10.2)(17.0)%$3.5 (23.0)%SG&A expenses$67.6 $53.7 $13.9 25.9 %$4.2 18.0 %
SG&A as % gross profitSG&A as % gross profit75.2 %92.3 %(17.1)%SG&A as % gross profit65.2 %61.2 %3.9 %
NM — Not Meaningful

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Same Store Operating Data — U.K.
(In millions, except unit data)
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:Revenues:Revenues:
New vehicle retail salesNew vehicle retail sales$263.0 $295.2 $(32.2)(10.9)%$21.4 (18.2)%New vehicle retail sales$276.6 $374.7 $(98.1)(26.2)%$17.9 (31.0)%
Used vehicle retail salesUsed vehicle retail sales191.1 187.8 3.4 1.8 %13.0 (5.1)%Used vehicle retail sales287.6 246.0 41.6 16.9 %18.3 9.5 %
Used vehicle wholesale salesUsed vehicle wholesale sales27.8 35.8 (8.0)(22.4)%1.9 (27.6)%Used vehicle wholesale sales34.5 39.3 (4.9)(12.4)%2.2 (18.0)%
Total usedTotal used218.9 223.6 (4.7)(2.1)%14.8 (8.7)%Total used322.1 285.4 36.7 12.9 %20.5 5.7 %
Parts and service salesParts and service sales54.7 52.7 2.0 3.9 %3.8 (3.3)%Parts and service sales55.9 58.1 (2.1)(3.7)%3.6 (9.8)%
F&I, netF&I, net10.5 13.2 (2.7)(20.1)%0.8 (26.3)%F&I, net14.4 15.3 (0.9)(5.8)%0.9 (11.8)%
Total revenuesTotal revenues$547.2 $584.7 $(37.5)(6.4)%$41.1 (13.4)%Total revenues$669.0 $733.4 $(64.4)(8.8)%$43.0 (14.6)%
Gross profit:Gross profit:Gross profit:
New vehicle retail salesNew vehicle retail sales$14.8 $12.0 $2.8 23.1 %$1.3 12.3 %New vehicle retail sales$19.5 $16.7 $2.8 16.8 %$1.2 9.4 %
Used vehicle retail salesUsed vehicle retail sales8.1 9.1 (0.9)(10.4)%0.6 (16.6)%Used vehicle retail sales21.5 17.1 4.4 25.9 %1.3 18.0 %
Used vehicle wholesale salesUsed vehicle wholesale sales(0.1)— (0.1)(208.2)%— (147.1)%Used vehicle wholesale sales4.0 2.0 2.0 101.1 %0.3 88.0 %
Total usedTotal used8.0 9.1 (1.0)(11.2)%0.5 (17.3)%Total used25.6 19.1 6.5 33.8 %1.6 25.4 %
Parts and service salesParts and service sales32.0 28.7 3.2 11.2 %2.3 3.4 %Parts and service sales34.2 34.6 (0.4)(1.2)%2.2 (7.5)%
F&I, netF&I, net10.5 13.2 (2.7)(20.1)%0.8 (26.3)%F&I, net14.4 15.3 (0.9)(5.8)%0.9 (11.8)%
Total gross profitTotal gross profit$65.3 $63.0 $2.3 3.7 %$4.9 (4.1)%Total gross profit$93.7 $85.7 $8.0 9.3 %$5.9 2.4 %
Gross margin:Gross margin:Gross margin:
New vehicle retail salesNew vehicle retail sales5.6 %4.1 %1.6 %New vehicle retail sales7.1 %4.5 %2.6 %
Used vehicle retail salesUsed vehicle retail sales4.3 %4.8 %(0.6)%Used vehicle retail sales7.5 %6.9 %0.5 %
Used vehicle wholesale salesUsed vehicle wholesale sales(0.4)%(0.1)%(0.3)%Used vehicle wholesale sales11.7 %5.1 %6.6 %
Total usedTotal used3.7 %4.0 %(0.4)%Total used7.9 %6.7 %1.2 %
Parts and service salesParts and service sales58.4 %54.5 %3.9 %Parts and service sales61.2 %59.7 %1.6 %
F&I, net100.0 %100.0 %— %
Total gross marginTotal gross margin11.9 %10.8 %1.2 %Total gross margin14.0 %11.7 %2.3 %
Units sold:Units sold:Units sold:
Retail new vehicles soldRetail new vehicles sold6,532 8,840 (2,308)(26.1)%Retail new vehicles sold6,512 10,605 (4,093)(38.6)%
Retail used vehicles soldRetail used vehicles sold7,086 7,953 (867)(10.9)%Retail used vehicles sold9,127 9,968 (841)(8.4)%
Wholesale used vehicles soldWholesale used vehicles sold3,125 4,549 (1,424)(31.3)%Wholesale used vehicles sold3,669 5,057 (1,388)(27.4)%
Total usedTotal used10,211 12,502 (2,291)(18.3)%Total used12,796 15,025 (2,229)(14.8)%
Average sales price per unit sold:Average sales price per unit sold:Average sales price per unit sold:
New vehicle retailNew vehicle retail$40,262 $33,397 $6,866 20.6 %$3,280 10.7 %New vehicle retail$42,479 $35,333 $7,146 20.2 %$2,748 12.4 %
Used vehicle retailUsed vehicle retail$26,975 $23,612 $3,363 14.2 %$1,829 6.5 %Used vehicle retail$31,513 $24,681 $6,831 27.7 %$2,006 19.6 %
Gross profit per unit sold:Gross profit per unit sold:Gross profit per unit sold:
New vehicle retail salesNew vehicle retail sales$2,260 $1,356 $904 66.7 %$200 51.9 %New vehicle retail sales$3,000 $1,577 $1,423 90.3 %$190 78.2 %
Used vehicle retail salesUsed vehicle retail sales$1,149 $1,142 $7 0.6 %$80 (6.4)%Used vehicle retail sales$2,358 $1,715 $643 37.5 %$148 28.9 %
Used vehicle wholesale salesUsed vehicle wholesale sales$(34)$(8)$(27)(348.7)%$(7)(259.6)%Used vehicle wholesale sales$1,099 $396 $703 NM$72 NM
Total usedTotal used$787 $724 $63 8.7 %$54 1.3 %Total used$1,997 $1,271 $726 57.1 %$126 47.2 %
F&I PRUF&I PRU$774 $786 $(12)(1.5)%$59 (9.1)%F&I PRU$919 $742 $177 23.9 %$58 16.0 %
Other:Other:Other:
SG&A expensesSG&A expenses$48.2 $57.8 $(9.6)(16.6)%$3.4 (22.6)%SG&A expenses$58.9 $52.2 $6.8 12.9 %$3.7 5.8 %
SG&A as % gross profitSG&A as % gross profit73.8 %91.8 %(18.0)%SG&A as % gross profit62.9 %60.9 %2.0 %

NM — Not Meaningful

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The following discussion of our U.K. operating results is on aan as reported and same store basis. The difference between as reported amounts and same store amounts is related to acquisition and disposition activity, as well as new add-point openings. TheAt the end of 2020, the U.K. experienced a surge in COVID-19 cases, at the end of 2020, which led to a government-mandated closure of all non-essential businesses beginning January 4, 2021 through April 12, 2021. The national lockdown impactedIn mid-April 2021, the COVID-19 restrictions affecting our new and used vehicle sales as ourU.K. dealership showrooms were closedlifted and our dealerships were able to reopen. In the entire firstprior year, the government-mandated closure of non-essential businesses remained in effect through May 18, 2020, for service and June 1, 2020, for our showrooms. During the third quarter of 2021, but had a lesser impact on2020, our serviceU.K. dealership operations as they remained open.steadily recovered from the COVID-19 closures.
Revenues
Total revenues in the U.K. during the three months ended March 31,September 30, 2021, decreased $41.0increased $9.6 million, or 6.9%1.3%, as compared to the same period in 2020. Total same store revenues in the U.K. during the three months ended March 31,September 30, 2021, decreased $37.5$64.4 million, or 6.4%8.8%, as compared to the same period in 2020. On a constant currency basis, total same store revenues decreased 13.4%14.6%, driven by declinesdecreases in allmost of our revenue streams. During the first quarter of 2021, our U.K. operations relied heavily on online sellingstreams, partially offset by rolling out AcceleRide®, our online new andan improvement in used vehicle sales platform.retail same store revenues. New vehicle retail same store revenues decreased 31.0%, on a constant currency basis, decreased 18.2% driven by a 26.1% decline38.6% decrease in new vehicle retail same store unit sales, partially offset by a 10.7%12.4% increase in the average new vehicle retail same store sales price. The decrease in new vehicle retail same store revenues primarily reflects supply constraints as OEMs struggled to produce new vehicles due to parts shortages, including the global semiconductor chip shortage. At September 30, 2021, our U.K. new vehicle inventory supply was 19 days, which was 1 day lower than the same period in 2020 and 83 days lower than December 31, 2020 days’ supply of 102. The increase in the average new vehicle retail same store sales price was driven by both supply shortages and strong vehicle demand, which was pent-up over past years due to Brexit and the COVID-19 pandemic. On a constant currency basis, used vehicle retail same store revenues decreased 5.1%increased 9.5%, as an 8.4% decline in used vehicle retail same store unit sales declined 10.9%, partiallywas more than offset by a 6.5%19.6% increase in average used vehicle retail same store sales price. The declinesincrease in new and used vehicle retail same store unit sales reflect limitations on selling vehicles without a showroom or the ability to conduct test drives as our showrooms were closed for the entire first quarter as discussed above. The increases in average new and used vehicle retail same store sales prices reflect lower vehicle inventory supply as OEMs are producing and delivering fewer vehiclesrevenues was due to a global semiconductor chip shortage. At March 31, 2021 our U.K.higher consumer demand and new vehicle inventory stood at a 28 days’ supply, which was 8 days lower than the same period last year and 74 days lower than December 31, 2020 days’ supply of 102. While we anticipate inventories remaining tight in the near term, we will continue to adjust our operations as necessary.shortages. Parts and service same store revenues decreased 3.3%9.8%, on a constant currency basis, as a 1.3%16.3% increase in customer-pay businesswholesale revenues was more than offset by declinesdecreases in our other parts and service businesses.businesses, reflecting higher pent-up demand in the third quarter of 2020 due to prior COVID-19 related closures. F&I same store revenues, on a constant currency basis, decreased 26.3%11.8%, asdriven by a declinedecrease in retail unit sales volumes, coupled with lower penetration rates were partially offset by a decrease in our overall chargeback experience.higher income per contract on retail finance fees and other product offerings and improved penetration rates.
Gross Profit
Total gross profit in the U.K. during the three months ended March 31,September 30, 2021, increased $1.2$16.0 million, or 1.8%18.3%, as compared to the same period in 2020. Total same store gross profit in the U.K. during the three months ended March 31,September 30, 2021, increased $2.3$8.0 million, or 3.7%9.3%, as compared to the same period in 2020. On a constant currency basis, total same store gross profit decreased 4.1%increased 2.4%, driven by declinesimprovements in ournew and used vehicle retail same store gross profit, partially offset by decreases in parts and service and F&I operations.same store gross profit. New vehicle retail same store gross profit increased 12.3%9.4%, on a constant currency basis, driven by a 51.9%78.2% increase in new vehicle retail same store gross profit per unit, partially offset bywith a 26.1%38.6% decrease in new vehicle retail same store unit sales. The increase in new vehicle gross profit per unit primarily reflects both higher demand and the supply constraints.constraints previously discussed. On a constant currency basis, used vehicle retail same store gross profit decreased 16.6%improved 18.0%, reflecting a 10.9% decline in used vehicle retail same store unit sales, coupled with a 6.4% decrease in used vehicle retail same store gross profit per unit sold. The decline28.9% increase in used vehicle retail same store gross profit per unit sold, reflects our efforts to refresh inventory as we pushed to sell older unitspartially offset by an 8.4% decrease in stock.used vehicle retail same store unit sales. The increase in used vehicle retail same store gross profit per unit sold was driven by increased consumer demand and new vehicle shortages. Parts and service same store gross profit, on a constant currency basis increased 3.4%declined 7.5%, as most ofdriven by the service repair work performeddecreases in the quarter was higher margin, as customers have deferred lower margin regular maintenance during the lockdown period.our businesses discussed above. F&I same store gross profit on a constant currency basis, decreased 26.3%11.8% as previously discussed. Total same store gross margin in the U.K. increased 230 basis points, driven by higher new and used vehicle margins due to higher demand, vehicle supply constraints and improved customer-pay margins.
SG&A Expenses
Our SG&A expenses consist primarily of personnel costs, including salaries, commissions and incentive-based compensation, as well as rent and facility costs, advertising and other expenses (which includes legal, professional fees and general corporate expenses). Total SG&A expenses in the U.K. during the three months ended March 31,September 30, 2021, decreased $10.2increased $13.9 million, or 17.0%25.9%, as compared to the same period in 2020. Total same store SG&A expenses in the U.K. during the three months ended March 31,September 30, 2021, decreased $9.6increased $6.8 million, or 16.6%12.9%, as compared to the same period in 2020. On a constant currency basis, total same store SG&A expenses decreased 22.6%increased 5.8%, driven byreflecting the continual execution of cost reduction strategies as a response to the COVID-19 pandemic coupled with a temporary suspension of city tax. We have strived to retain our lower operating cost structure and have continued to benefit from these cost cutting measurestax in 2020 that expired at the firstend of the second quarter of 2021. As a percentage of gross profit, total same store SG&A expenses decreasedincreased from 91.8%60.9% for the firstthird quarter of 2020 to 73.8%62.9% for the same period of 2021.

 Total same store SG&A expenses in the third quarter of 2021 included $0.6 million in acquisition costs.

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Reported Operating Data — U.K.
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:
New vehicle retail sales$869.7 $800.1 $69.6 8.7 %$70.1 (0.1)%
Used vehicle retail sales820.5 529.7 290.8 54.9 %62.0 43.2 %
Used vehicle wholesale sales98.4 90.6 7.8 8.7 %7.4 0.5 %
Total used919.0 620.3 298.7 48.1 %69.4 37.0 %
Parts and service sales170.2 139.5 30.6 22.0 %12.8 12.8 %
F&I, net41.9 35.1 6.8 19.5 %3.3 10.0 %
Total revenues$2,000.7 $1,595.0 $405.7 25.4 %$156.2 15.6 %
Gross profit: 
New vehicle retail sales$54.6 $34.7 $19.9 57.4 %$4.5 44.4 %
Used vehicle retail sales52.9 31.3 21.7 69.3 %4.0 56.6 %
Used vehicle wholesale sales6.5 2.3 4.2 NM0.5 NM
Total used59.5 33.6 25.8 76.9 %4.4 63.7 %
Parts and service sales102.1 78.5 23.6 30.1 %7.7 20.3 %
F&I, net41.9 35.1 6.8 19.5 %3.3 10.0 %
Total gross profit$258.1 $181.9 $76.2 41.9 %$19.9 30.9 %
Gross margin:
New vehicle retail sales6.3 %4.3 %1.9 %
Used vehicle retail sales6.5 %5.9 %0.5 %
Used vehicle wholesale sales6.6 %2.6 %4.0 %
Total used6.5 %5.4 %1.1 %
Parts and service sales60.0 %56.3 %3.7 %
Total gross margin12.9 %11.4 %1.5 %
Units sold:
Retail new vehicles sold21,316 23,424 (2,108)(9.0)%
Retail used vehicles sold28,416 22,165 6,251 28.2 %
Wholesale used vehicles sold11,464 11,517 (53)(0.5)%
Total used39,880 33,682 6,198 18.4 %
Average sales price per unit sold:
New vehicle retail$40,800 $34,157 $6,644 19.5 %$3,288 9.8 %
Used vehicle retail$28,876 $23,899 $4,977 20.8 %$2,181 11.7 %
Gross profit per unit sold:
New vehicle retail sales$2,563 $1,482 $1,081 72.9 %$211 58.7 %
Used vehicle retail sales$1,863 $1,411 $452 32.0 %$140 22.1 %
Used vehicle wholesale sales$568 $203 $365 NM$41 NM
Total used$1,491 $998 $493 49.4 %$111 38.2 %
F&I PRU$842 $769 $73 9.5 %$67 0.8 %
Other:
SG&A expenses$173.3 $141.8 $31.4 22.2 %$13.5 12.6 %
SG&A as % gross profit67.1 %78.0 %(10.8)%
NM — Not Meaningful
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Same Store Operating Data — U.K.
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:
New vehicle retail sales$840.8 $796.1 $44.7 5.6 %$67.9 (2.9)%
Used vehicle retail sales779.6 525.6 254.0 48.3 %59.0 37.1 %
Used vehicle wholesale sales94.7 90.3 4.4 4.9 %7.1 (3.0)%
Total used874.4 615.9 258.5 42.0 %66.2 31.2 %
Parts and service sales157.7 132.2 25.5 19.3 %11.8 10.3 %
F&I, net40.6 34.7 5.9 17.0 %3.2 7.7 %
Total revenues$1,913.5 $1,578.9 $334.6 21.2 %$149.8 11.7 %
Gross profit:
New vehicle retail sales$52.7 $34.5 $18.1 52.6 %$4.3 40.0 %
Used vehicle retail sales50.5 31.0 19.5 62.8 %3.8 50.6 %
Used vehicle wholesale sales6.4 2.3 4.1 NM0.5 NM
Total used56.9 33.3 23.6 70.9 %4.3 58.0 %
Parts and service sales95.5 75.1 20.3 27.1 %7.2 17.5 %
F&I, net40.6 34.7 5.9 17.0 %3.2 7.7 %
Total gross profit$245.7 $177.7 $68.0 38.3 %$19.0 27.6 %
Gross margin:
New vehicle retail sales6.3 %4.3 %1.9 %
Used vehicle retail sales6.5 %5.9 %0.6 %
Used vehicle wholesale sales6.8 %2.6 %4.2 %
Total used6.5 %5.4 %1.1 %
Parts and service sales60.5 %56.8 %3.7 %
Total gross margin12.8 %11.3 %1.6 %
Units sold:
Retail new vehicles sold20,439 23,236 (2,797)(12.0)%
Retail used vehicles sold26,707 21,890 4,817 22.0 %
Wholesale used vehicles sold10,918 11,415 (497)(4.4)%
Total used37,625 33,305 4,320 13.0 %
Average sales price per unit sold:
New vehicle retail$41,137 $34,262 $6,875 20.1 %$3,322 10.4 %
Used vehicle retail$29,192 $24,012 $5,181 21.6 %$2,211 12.4 %
Gross profit per unit sold:
New vehicle retail sales$2,577 $1,486 $1,091 73.4 %$212 59.1 %
Used vehicle retail sales$1,890 $1,416 $474 33.5 %$142 23.4 %
Used vehicle wholesale sales$590 $203 $387 NM$43 NM
Total used$1,513 $1,001 $513 51.2 %$113 39.9 %
F&I PRU$862 $769 $93 12.0 %$68 3.1 %
Other:
SG&A expenses$162.0 $137.3 $24.7 18.0 %$12.7 8.8 %
SG&A as % gross profit65.9 %77.3 %(11.4)%
NM — Not Meaningful
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The following discussion of our U.K. operating results is on an as reported and same store basis. The difference between as reported amounts and same store amounts is related to acquisition and disposition activity, as well as new add-point openings. At the end of 2020, the U.K. experienced a surge in COVID-19 cases, which led to a government-mandated closure of all non-essential businesses beginning January 4, 2021 through April 12, 2021. In mid-April 2021, the COVID-19 restrictions affecting our U.K. dealership showrooms were lifted and our dealerships were able to reopen. In the prior year, the government-mandated closure of non-essential businesses remained in effect through May 18, 2020, for service and June 1, 2020, for our showrooms. During the third quarter of 2020, our U.K. dealership operations steadily recovered from the COVID-19 closures.
Revenues
Total revenues in the U.K. during the nine months ended September 30, 2021, increased $405.7 million, or 25.4%, as compared to the same period in 2020. Total same store revenues in the U.K. during the nine months ended September 30, 2021, increased $334.6 million, or 21.2%, as compared to the same period in 2020. On a constant currency basis, total same store revenues increased 11.7%, driven by increases in used vehicle retail, F&I, and parts and service, partially offset by a decline in new vehicle retail and used vehicle wholesale same store revenues. New vehicle retail same store revenues decreased 2.9% on a constant currency basis, driven by a 12.0% decrease in new vehicle retail same store unit sales, partially offset by a 10.4% increase in average new vehicle retail same store sales price. The decrease in new vehicle retail same store revenues primarily reflects supply constraints as OEMs struggled to produce new vehicles due to parts shortages, including the global semiconductor chip shortage. The increase in the average new vehicle retail same store sales price was driven by both supply shortages and high vehicle demand, which was pent-up over past years due to Brexit and the COVID-19 pandemic. On a constant currency basis, used vehicle retail same store revenues increased 37.1%, driven by a 22.0% growth in used vehicle retail same store unit sales, coupled with a 12.4% increase in average used vehicle retail same store sales price. The increase in used vehicle retail same store revenues was due to strong consumer demand and new vehicle inventory shortages. Parts and service same store revenues increased 10.3%, on a constant currency basis, driven by increases in customer-pay, warranty and wholesale businesses reflecting increased business activity with the reduction of COVID-19 restrictions in 2021. F&I same store revenues, on a constant currency basis, increased 7.7%, driven by higher income per contract on retail finance fees and other product offerings and an increase in used vehicle same store unit sales.
Gross Profit
Total gross profit in the U.K. during the nine months ended September 30, 2021, increased $76.2 million, or 41.9%, as compared to the same period in 2020. Total same store gross profit in the U.K. during the nine months ended September 30, 2021, increased $68.0 million, or 38.3%, as compared to the same period in 2020. On a constant currency basis, total same store gross profit increased 27.6%, driven by improvements in all of our operations. New vehicle retail same store gross profit on a constant currency basis increased 40.0%, driven by a 59.1% increase in new vehicle retail same store average gross profit per unit sold, partially offset by a 12.0% decline in new vehicle retail same store unit sales. The increase in new vehicle retail same store gross profit per unit sold reflects both increased demand and supply constraints related to the COVID-19 pandemic and the global semiconductor chip shortage. Used vehicle retail same store gross profit, on a constant currency basis, increased 50.6% on a 23.4% increase in used vehicle retail same store average gross profit per unit sold, coupled with a 22.0% increase in used vehicle retail same store unit sales. The increase in used vehicle retail same store average gross profit per unit sold reflects higher demand and new vehicle supply shortages. Parts and service same store gross profit, on a constant currency basis, increased 17.5%, driven by the increases in our businesses discussed above. F&I same store gross profit, on a constant currency basis, increased 7.7%, as previously discussed. Total same store gross margin in the U.K. increased 160 basis points, driven by higher new and used vehicle margins due to increased demand and supply constraints and increased parts and service margins, reflecting improved customer-pay margins and higher internal work as a result of increased used vehicle sales volumes.
SG&A Expenses
Total SG&A expenses in the U.K. during the nine months ended September 30, 2021, increased $31.4 million, or 22.2%, as compared to the same period in 2020. Total same store SG&A expenses in the U.K. during the nine months ended September 30, 2021, increased $24.7 million, or 18.0%, as compared to the same period in 2020. On a constant currency basis, total same store SG&A expenses increased 8.8%, driven by increased business activity as COVID-19 restrictions were lifted early in the second quarter of 2021. We have continued to focus on cost discipline throughout the year. As a percentage of gross profit, total same store SG&A expenses decreased from 77.3% for the nine months ended September 30, 2020 to 65.9% for the same period of 2021, driven by productivity gains and higher vehicle margins. Total same store SG&A expenses in 2021 included $0.6 million in acquisition costs. Total same store SG&A expenses in 2020 included $1.2 million in severance costs for redundancy due to the COVID-19 pandemic.
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Reported Operating Data — Brazil
(In millions, except unit data)
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:Revenues:Revenues:
New vehicle retail salesNew vehicle retail sales$34.1 $57.5 $(23.3)(40.6)%$(8.1)(26.5)%New vehicle retail sales$62.3 $31.9 $30.5 95.6 %$1.6 90.5 %
Used vehicle retail salesUsed vehicle retail sales10.7 19.9 (9.3)(46.5)%(2.6)(33.6)%Used vehicle retail sales18.0 10.9 7.0 64.6 %0.5 60.3 %
Used vehicle wholesale salesUsed vehicle wholesale sales2.0 3.8 (1.8)(47.6)%(0.5)(34.6)%Used vehicle wholesale sales3.3 2.4 0.9 36.7 %0.1 33.2 %
Total usedTotal used12.7 23.8 (11.1)(46.7)%(3.1)(33.7)%Total used21.3 13.4 7.9 59.5 %0.6 55.3 %
Parts and service salesParts and service sales7.9 9.6 (1.7)(17.6)%(1.9)2.3 %Parts and service sales11.1 8.0 3.2 39.9 %0.3 36.2 %
F&I, netF&I, net1.4 1.7 (0.3)(19.9)%(0.3)(0.7)%F&I, net1.7 1.1 0.6 54.5 %— 50.1 %
Total revenuesTotal revenues$56.1 $92.5 $(36.5)(39.4)%$(13.4)(24.9)%Total revenues$96.4 $54.3 $42.2 77.7 %$2.5 73.0 %
Gross profit:Gross profit:  Gross profit:  
New vehicle retail salesNew vehicle retail sales$3.4 $3.5 $(0.1)(3.5)%$(0.8)19.6 %New vehicle retail sales$6.2 $2.6 $3.5 134.6 %$0.2 128.6 %
Used vehicle retail salesUsed vehicle retail sales1.1 1.1 0.1 5.5 %(0.3)30.1 %Used vehicle retail sales1.5 1.0 0.5 49.4 %— 45.2 %
Used vehicle wholesale salesUsed vehicle wholesale sales0.2 0.2 — (17.0)%— 1.5 %Used vehicle wholesale sales0.2 0.2 — 21.5 %— 18.1 %
Total usedTotal used1.3 1.3 — 1.8 %(0.3)25.5 %Total used1.8 1.2 0.5 44.9 %— 40.9 %
Parts and service salesParts and service sales3.3 4.2 (0.9)(20.3)%(0.8)(1.0)%Parts and service sales4.9 3.7 1.2 33.3 %0.1 29.7 %
F&I, netF&I, net1.4 1.7 (0.3)(19.9)%(0.3)(0.7)%F&I, net1.7 1.1 0.6 54.5 %— 50.1 %
Total gross profitTotal gross profit$9.4 $10.7 $(1.3)(12.1)%$(2.3)8.9 %Total gross profit$14.5 $8.6 $5.9 68.7 %$0.4 64.1 %
Gross margin:Gross margin:Gross margin:
New vehicle retail salesNew vehicle retail sales9.9 %6.1 %3.8 %New vehicle retail sales9.9 %8.3 %1.6 %
Used vehicle retail salesUsed vehicle retail sales10.4 %5.3 %5.1 %Used vehicle retail sales8.4 %9.3 %(0.9)%
Used vehicle wholesale salesUsed vehicle wholesale sales8.4 %5.3 %3.1 %Used vehicle wholesale sales7.1 %8.0 %(0.9)%
Total usedTotal used10.1 %5.3 %4.8 %Total used8.2 %9.1 %(0.8)%
Parts and service salesParts and service sales42.5 %43.9 %(1.4)%Parts and service sales43.9 %46.1 %(2.2)%
F&I, net100.0 %100.0 %— %
Total gross marginTotal gross margin16.7 %11.5 %5.2 %Total gross margin15.0 %15.8 %(0.8)%
Units sold:Units sold:Units sold:
Retail new vehicles soldRetail new vehicles sold1,171 1,971 (800)(40.6)%Retail new vehicles sold1,761 1,200 561 46.8 %
Retail used vehicles soldRetail used vehicles sold516 1,098 (582)(53.0)%Retail used vehicles sold726 552 174 31.5 %
Wholesale used vehicles soldWholesale used vehicles sold234 475 (241)(50.7)%Wholesale used vehicles sold301 282 19 6.7 %
Total usedTotal used750 1,573 (823)(52.3)%Total used1,027 834 193 23.1 %
Average sales price per unit sold:Average sales price per unit sold:Average sales price per unit sold:
New vehicle retailNew vehicle retail$29,159 $29,169 $(11)— %$(6,926)23.7 %New vehicle retail$35,394 $26,558 $8,836 33.3 %$924 29.8 %
Used vehicle retailUsed vehicle retail$20,662 $18,154 $2,508 13.8 %$(5,004)41.4 %Used vehicle retail$24,732 $19,766 $4,967 25.1 %$644 21.9 %
Gross profit per unit sold:Gross profit per unit sold:Gross profit per unit sold:
New vehicle retail salesNew vehicle retail sales$2,894 $1,782 $1,112 62.4 %$(693)101.3 %New vehicle retail sales$3,510 $2,196 $1,314 59.8 %$90 55.7 %
Used vehicle retail salesUsed vehicle retail sales$2,148 $957 $1,191 124.5 %$(502)176.9 %Used vehicle retail sales$2,090 $1,840 $250 13.6 %$58 10.4 %
Used vehicle wholesale salesUsed vehicle wholesale sales$725 $430 $295 68.6 %$(161)106.1 %Used vehicle wholesale sales$792 $696 $96 13.8 %$22 10.7 %
Total usedTotal used$1,704 $798 $906 113.6 %$(396)163.2 %Total used$1,709 $1,453 $256 17.6 %$47 14.4 %
F&I PRUF&I PRU$816 $560 $256 45.7 %$(196)80.6 %F&I PRU$675 $621 $55 8.9 %$19 5.7 %
Other:Other:Other:
SG&A expensesSG&A expenses$7.1 $10.6 $(3.5)(33.1)%$(1.6)(18.0)%SG&A expenses$8.8 $6.9 $2.0 28.5 %$0.2 25.0 %
SG&A as % gross profitSG&A as % gross profit75.5 %99.1 %(23.7)%SG&A as % gross profit60.9 %79.9 %(19.0)%

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Same Store Operating Data — Brazil
(In millions, except unit data)
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:Revenues:Revenues:
New vehicle retail salesNew vehicle retail sales$34.1 $57.5 $(23.3)(40.6)%$(8.1)(26.5)%New vehicle retail sales$62.3 $31.9 $30.5 95.6 %$1.6 90.5 %
Used vehicle retail salesUsed vehicle retail sales10.7 19.9 (9.3)(46.5)%(2.6)(33.6)%Used vehicle retail sales18.0 10.9 7.0 64.6 %0.5 60.3 %
Used vehicle wholesale salesUsed vehicle wholesale sales2.0 3.8 (1.8)(47.6)%(0.5)(34.6)%Used vehicle wholesale sales3.3 2.4 0.9 36.7 %0.1 33.2 %
Total usedTotal used12.7 23.8 (11.1)(46.7)%(3.1)(33.7)%Total used21.3 13.4 7.9 59.5 %0.6 55.3 %
Parts and service salesParts and service sales7.9 9.6 (1.7)(17.6)%(1.9)2.3 %Parts and service sales11.1 7.9 3.2 39.9 %0.3 36.2 %
F&I, netF&I, net1.4 1.7 (0.3)(19.9)%(0.3)(0.7)%F&I, net1.7 1.1 0.6 54.5 %— 50.1 %
Total revenuesTotal revenues$56.1 $92.5 $(36.5)(39.4)%$(13.4)(24.9)%Total revenues$96.4 $54.3 $42.2 77.7 %$2.5 73.1 %
Gross profit:Gross profit:Gross profit:
New vehicle retail salesNew vehicle retail sales$3.4 $3.5 $(0.1)(3.5)%$(0.8)19.6 %New vehicle retail sales$6.2 $2.6 $3.5 134.6 %$0.2 128.6 %
Used vehicle retail salesUsed vehicle retail sales1.1 1.1 0.1 5.5 %(0.3)30.1 %Used vehicle retail sales1.5 1.0 0.5 49.4 %— 45.2 %
Used vehicle wholesale salesUsed vehicle wholesale sales0.2 0.2 — (17.0)%— 1.5 %Used vehicle wholesale sales0.2 0.2 — 21.5 %— 18.1 %
Total usedTotal used1.3 1.3 — 1.8 %(0.3)25.5 %Total used1.8 1.2 0.5 44.9 %— 40.9 %
Parts and service salesParts and service sales3.3 4.2 (0.9)(20.4)%(0.8)(1.1)%Parts and service sales4.9 3.7 1.2 33.4 %0.1 29.7 %
F&I, netF&I, net1.4 1.7 (0.3)(19.9)%(0.3)(0.7)%F&I, net1.7 1.1 0.6 54.5 %— 50.1 %
Total gross profitTotal gross profit$9.4 $10.7 $(1.3)(12.2)%$(2.3)8.9 %Total gross profit$14.5 $8.6 $5.9 68.7 %$0.4 64.1 %
Gross margin:Gross margin:Gross margin:
New vehicle retail salesNew vehicle retail sales9.9 %6.1 %3.8 %New vehicle retail sales9.9 %8.3 %1.6 %
Used vehicle retail salesUsed vehicle retail sales10.4 %5.3 %5.1 %Used vehicle retail sales8.4 %9.3 %(0.9)%
Used vehicle wholesale salesUsed vehicle wholesale sales8.4 %5.3 %3.1 %Used vehicle wholesale sales7.1 %8.0 %(0.9)%
Total usedTotal used10.1 %5.3 %4.8 %Total used8.2 %9.1 %(0.8)%
Parts and service salesParts and service sales42.5 %44.0 %(1.5)%Parts and service sales43.9 %46.1 %(2.2)%
F&I, net100.0 %100.0 %— %
Total gross marginTotal gross margin16.7 %11.5 %5.2 %Total gross margin15.0 %15.8 %(0.8)%
Units sold:Units sold:Units sold:
Retail new vehicles soldRetail new vehicles sold1,171 1,971 (800)(40.6)%Retail new vehicles sold1,761 1,200 561 46.8 %
Retail used vehicles soldRetail used vehicles sold516 1,098 (582)(53.0)%Retail used vehicles sold726 552 174 31.5 %
Wholesale used vehicles soldWholesale used vehicles sold234 475 (241)(50.7)%Wholesale used vehicles sold301 282 19 6.7 %
Total usedTotal used750 1,573 (823)(52.3)%Total used1,027 834 193 23.1 %
Average sales price per unit sold:Average sales price per unit sold:Average sales price per unit sold:
New vehicle retailNew vehicle retail$29,159 $29,169 $(11)— %$(6,926)23.7 %New vehicle retail$35,394 $26,558 $8,836 33.3 %$924 29.8 %
Used vehicle retailUsed vehicle retail$20,662 $18,154 $2,508 13.8 %$(5,004)41.4 %Used vehicle retail$24,732 $19,766 $4,967 25.1 %$644 21.9 %
Gross profit per unit sold:Gross profit per unit sold:Gross profit per unit sold:
New vehicle retail salesNew vehicle retail sales$2,894 $1,782 $1,112 62.4 %$(693)101.3 %New vehicle retail sales$3,510 $2,196 $1,314 59.8 %$90 55.7 %
Used vehicle retail salesUsed vehicle retail sales$2,148 $957 $1,191 124.4 %$(502)176.9 %Used vehicle retail sales$2,090 $1,840 $250 13.6 %$58 10.4 %
Used vehicle wholesale salesUsed vehicle wholesale sales$725 $430 $295 68.6 %$(161)106.1 %Used vehicle wholesale sales$792 $696 $96 13.8 %$22 10.7 %
Total usedTotal used$1,704 $798 $906 113.5 %$(396)163.1 %Total used$1,709 $1,453 $256 17.6 %$47 14.4 %
F&I PRUF&I PRU$816 $560 $256 45.7 %$(196)80.6 %F&I PRU$675 $621 $55 8.9 %$19 5.7 %
Other:Other:Other:
SG&A expensesSG&A expenses$7.1 $10.5 $(3.4)(32.2)%$(1.6)(16.8)%SG&A expenses$8.8 $6.9 $1.9 27.7 %$0.2 24.2 %
SG&A as % gross profitSG&A as % gross profit76.2 %98.7 %(22.5)%SG&A as % gross profit60.4 %79.8 %(19.4)%

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The following discussion of our Brazil operating results is on aan as reported and same store basis. The difference between as reported amounts and same store amounts is related to acquisition and disposition activity, as well as new add-point openings. During the firstthird quarter of 2021, Brazil saw a rise in COVID-19 cases partially due to a new variant that is rapidly spreading through the country and overwhelming the healthcare system. To contain the spread of the virus, the government canceled Carnival in 2021 and implemented various lockdowns for non-essential businesses. As such, manyall of our showroomsdealerships were closed periodically throughoutfully operational unlike the quarter impacting our ability to sell newcomparable period where the operations had been significantly impacted by the reduced demand caused by the COVID-19 pandemic and used vehicles.the restrictions put in place by local governments.
Revenues
Total and same store revenues in Brazil during the three months ended March 31,September 30, 2021, decreased $36.5increased $42.2 million, or 39.4%77.7%, as compared to the same period in 2020. On a constant currency basis, total same store revenues decreased 24.9%increased 73.1%, driven by declinesincreases in all business lines except parts and services, resulting fromrevenue streams. This increase in revenue was the continued negative impactresult of the lifting of COVID-19 pandemic.restrictions and increased customer demand in 2021, as compared to last year. New vehicle retail same store revenues, on a constant currency basis, decreased 26.5%increased 90.5%, asdriven by a 40.6% decrease46.8% increase in new vehicle retail same store unit sales was partially offset byand a 23.7%29.8% increase in new vehicle retail same store average sales price per unit sold. Used vehicle retail same store revenues, on a constant currency basis, decreased 33.6%increased 60.3%, reflecting a 53.0% decrease31.5% increase in used vehicle retail same store unit sales, partially offset bycoupled with a 41.4%21.9% increase in used vehicle retail same store average sales price per unit sold. Used vehicle wholesale same store revenues decreased 34.6%increased 33.2%, on a constant currency basis, reflecting a 50.7% decline6.7% increase in wholesale used vehicle same store unit sales. Reduced demand, limited availability of inventorysales and closure of our dealerships during the COVID-19 lockdown drove the reductiona 24.8% increase in used vehicle wholesale same store sales price. The increases in new and used vehicle same store unit sales. The increases in new and used vehicle retail same store average sales price per unit isrevenues was the result of higher transaction prices due to lowerconsumer demand, improved selling conditions and new vehicle inventory supply in the marketconstraints as OEMs areOEM’s were producing and delivering fewer vehicles due to aparts shortages, including the global semiconductor chip shortage. At September 30, 2021, our Brazil new vehicle inventory supply was 23 days, which was 18 days lower than the same period in 2020 and 4 days lower than December 31, 2020 days’ supply of 27. Parts and service same store revenues on a constant currency basis increased 2.3%36.2%, driven by increasesimprovements in customer-pay and warrantycollision revenues, which were partially offset by declinesa decline in collisionwarranty revenues. F&I same store revenues on a constant currency basis remained relatively flat as an increaseincreased 50.1%, driven by increases in finance income per contract wasfor our retail finance fees and higher retail sales volumes partially offset by the decline in retail unit sales.lower penetration rates.
Gross Profit
Total and same store gross profit in Brazil during the three months ended March 31,September 30, 2021, decreased $1.3increased $5.9 million, or 68.7%, as compared to the same period in 2020. On a constant currency basis, total same store gross profit increased 8.9%64.1%, driven by increases in new vehicle, used vehicle retail and used vehicle wholesale, partially offset by declines in parts and services. all business lines. New vehicle retail same store gross profit, on a constant currency basis, increased 19.6%128.6%, driven by a 101.3%46.8% increase in new vehicle retail same store units sales and a 55.7% increase in new vehicle retail same store average gross profit per unit sold, partially offset by a 40.6% declinesold. The increase in new vehicle retail same store gross profit per retail unit sales.sold was the result of increased consumer demand and inventory constraints as discussed above. Used vehicle retail same store gross profit, on a constant currency basis, increased 30.1%45.2%, reflecting the 176.9%a 31.5% increase in used vehicle retail same store unit sales, coupled with a 10.4% increase in used vehicle retail same store average gross profit per unit, sold partially offsetdriven by the 53.0% decline innew vehicle inventory shortages, which drove customers to purchase used vehicle retail same store unit sales. The improvement in newvehicles and used same store retail gross profit per retail unit was a direct result of supply constraints.an improved selling environment compared to 2020. Parts and service same store gross profit, on a constant currency basis, decreased 1.1%increased 29.7%, driven by declinesincreases in our customer-pay and collision operations, reflecting the increase in business activity over the prior year, partially offset by a slight decline in our warranty and customer-pay margins.business. F&I same store gross profit, on a constant currency basis, remained flatincreased 50.1% as discussed above. Total same store gross margin declined 80 basis points during the three months ended September 30, 2021, as compared to the same period a year ago.in 2020, primarily driven by decreases in customer-pay and warranty margins partially offset by increases in new vehicle margins resulting from the improved selling environment, higher consumer demand and supply constraints.
SG&A Expenses
Our SG&A expenses consist primarily of personnel costs, including salaries, commissions and incentive-based compensation, as well as rent and facility costs, advertising and other expenses (which includes legal, professional fees and general corporate expenses). Total SG&A expenses in Brazil during the three months ended March 31,September 30, 2021, decreased $3.5increased $2.0 million, or 33.1%28.5%, as compared to the same period in 2020. Total same store SG&A expenses in Brazil during the three months ended March 31,September 30, 2021, decreased $3.4increased $1.9 million, or 32.2%27.7%, as compared to the same period in 2020. On a constant currency basis, total same store SG&A expenses increased 24.2%, driven by increased variable commission payments as a result of increased sales and higher new vehicle margins during the third quarter of 2021, as compared to last year. SG&A as a percentage of gross profit decreased 16.8% whilefrom 79.8% in 2020 to 60.4% in 2021, on a constant currency basis, driven by productivity gains and higher new vehicle margins realized during the third quarter of 2021. We continued to focus on cost discipline throughout the third quarter of 2021.
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Reported Operating Data — Brazil
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:
New vehicle retail sales$146.3 $109.1 $37.1 34.0 %$(12.9)45.9 %
Used vehicle retail sales40.5 38.3 2.1 5.6 %(3.7)15.2 %
Used vehicle wholesale sales8.0 9.2 (1.2)(12.8)%(0.5)(7.0)%
Total used48.4 47.5 1.0 2.0 %(4.2)10.8 %
Parts and service sales28.2 23.4 4.8 20.4 %(1.9)28.6 %
F&I, net4.4 3.4 1.1 31.1 %(0.4)42.8 %
Total revenues$227.3 $183.4 $43.9 23.9 %$(19.4)34.5 %
Gross profit: 
New vehicle retail sales$14.8 $7.5 $7.2 95.9 %$(1.1)111.0 %
Used vehicle retail sales3.6 2.5 1.1 44.2 %(0.2)54.1 %
Used vehicle wholesale sales0.6 0.5 0.1 26.5 %— 34.7 %
Total used4.2 3.0 1.2 41.3 %(0.3)51.0 %
Parts and service sales12.3 10.3 1.9 18.8 %(0.8)26.8 %
F&I, net4.4 3.4 1.1 31.1 %(0.4)42.8 %
Total gross profit$35.7 $24.2 $11.5 47.3 %$(2.6)58.1 %
Gross margin:
New vehicle retail sales10.1 %6.9 %3.2 %
Used vehicle retail sales8.9 %6.5 %2.4 %
Used vehicle wholesale sales7.6 %5.2 %2.4 %
Total used8.7 %6.3 %2.4 %
Parts and service sales43.5 %44.1 %(0.6)%
Total gross margin15.7 %13.2 %2.5 %
Units sold:
Retail new vehicles sold4,383 3,865 518 13.4 %
Retail used vehicles sold1,742 2,006 (264)(13.2)%
Wholesale used vehicles sold770 1,081 (311)(28.8)%
Total used2,512 3,087 (575)(18.6)%
Average sales price per unit sold:
New vehicle retail$33,370 $28,238 $5,133 18.2 %$(2,947)28.6 %
Used vehicle retail$23,222 $19,100 $4,122 21.6 %$(2,106)32.6 %
Gross profit per unit sold:
New vehicle retail sales$3,368 $1,950 $1,419 72.8 %$(260)86.1 %
Used vehicle retail sales$2,067 $1,245 $822 66.0 %$(143)77.5 %
Used vehicle wholesale sales$789 $444 $345 77.6 %$(51)89.1 %
Total used$1,676 $965 $711 73.7 %$(115)85.6 %
F&I PRU$724 $576 $148 25.7 %$(64)36.9 %
Other:
SG&A expenses$24.0 $23.1 $0.9 4.0 %$(1.8)11.8 %
SG&A as % gross profit67.3 %95.3 %(28.0)%

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Same Store Operating Data — Brazil
(In millions, except unit data)
Nine Months Ended September 30,
20212020Increase/ (Decrease)% ChangeCurrency Impact on Current Period ResultsConstant Currency % Change
Revenues:
New vehicle retail sales$146.3 $109.1 $37.1 34.0 %$(12.9)45.9 %
Used vehicle retail sales40.5 38.3 2.2 5.7 %(3.7)15.2 %
Used vehicle wholesale sales8.0 9.2 (1.2)(12.8)%(0.5)(7.0)%
Total used48.4 47.4 1.0 2.1 %(4.2)10.9 %
Parts and service sales28.2 23.4 4.8 20.5 %(1.9)28.6 %
F&I, net4.4 3.4 1.1 31.1 %(0.4)42.8 %
Total revenues$227.3 $183.4 $44.0 24.0 %$(19.4)34.5 %
Gross profit:
New vehicle retail sales$14.8 $7.5 $7.2 95.9 %$(1.1)111.0 %
Used vehicle retail sales3.6 2.5 1.1 44.5 %(0.2)54.5 %
Used vehicle wholesale sales0.6 0.5 0.1 26.5 %— 34.7 %
Total used4.2 3.0 1.2 41.6 %(0.3)51.3 %
Parts and service sales12.3 10.3 1.9 18.8 %(0.8)26.8 %
F&I, net4.4 3.4 1.1 31.1 %(0.4)42.8 %
Total gross profit$35.7 $24.2 $11.5 47.3 %$(2.6)58.1 %
Gross margin:
New vehicle retail sales10.1 %6.9 %3.2 %
Used vehicle retail sales8.9 %6.5 %2.4 %
Used vehicle wholesale sales7.6 %5.2 %2.4 %
Total used8.7 %6.3 %2.4 %
Parts and service sales43.5 %44.1 %(0.6)%
Total gross margin15.7 %13.2 %2.5 %
Units sold:
Retail new vehicles sold4,383 3,865 518 13.4 %
Retail used vehicles sold1,742 2,006 (264)(13.2)%
Wholesale used vehicles sold770 1,081 (311)(28.8)%
Total used2,512 3,087 (575)(18.6)%
Average sales price per unit sold:
New vehicle retail$33,370 $28,238 $5,133 18.2 %$(2,947)28.6 %
Used vehicle retail$23,222 $19,086 $4,136 21.7 %$(2,107)32.7 %
Gross profit per unit sold:
New vehicle retail sales$3,368 $1,950 $1,419 72.8 %$(260)86.1 %
Used vehicle retail sales$2,070 $1,244 $826 66.4 %$(143)77.9 %
Used vehicle wholesale sales$789 $444 $345 77.6 %$(51)89.1 %
Total used$1,677 $964 $713 74.0 %$(115)85.9 %
F&I PRU$724 $576 $148 25.7 %$(64)36.9 %
Other:
SG&A expenses$23.9 $23.0 $0.9 3.7 %$(1.8)11.4 %
SG&A as % gross profit66.9 %95.1 %(28.1)%

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The following discussion of our Brazil operating results is on an as reported and same store basis. The difference between as reported amounts and same store amounts is related to acquisition and disposition activity, as well as new add-point openings. Brazil saw a rise in COVID-19 cases due to the Brazilian variant in the first quarter of 2021, which led the government to cancel Carnival in 2021 and implement various lockdowns for non-essential businesses in the first and second quarters of 2021 impacting our ability to sell new and used vehicles. Conditions in the third quarter improved significantly as all of our dealerships were fully operational increasing our ability to operate more efficiently. In the prior year, beginning March 20, 2020, our dealership operations were significantly impacted by the reduced demand caused by the COVID-19 pandemic and the restrictions put in place by local governments.
Revenues
Total revenues in Brazil during the nine months ended September 30, 2021, increased $43.9 million, or 23.9%, as compared to the same period in 2020. Total same store revenues in Brazil during the nine months ended September 30, 2021, increased $44.0 million, or 24.0%, as compared to the same period in 2020. On a constant currency basis, total same store revenues increased 34.5%, driven by increases in new vehicle, used vehicle retail, parts and services and F&I sales, partially offset by declines in used vehicle wholesale revenues. New vehicle retail same store revenues, on a constant currency basis, increased 45.9%, reflecting a 28.6% increase in new vehicle retail same store average sales price per unit sold, coupled with a 13.4% increase in new vehicle retail same store unit sales. The increase in new vehicle retail same store units was driven by improved business conditions as the COVID-19 pandemic had a lesser impact in 2021 than in 2020. The increase in new vehicle retail same store average sales price was driven by inventory constraints as OEMs were producing and delivering fewer vehicles due to parts shortages, including the global semiconductor chip shortage. Used vehicle retail same store revenues, on a constant currency basis, increased 15.2%, as a 32.7% increase in used vehicle retail same store average sales price per unit sold was partially offset by a 13.2% decrease in used vehicle retail same store unit sales, reflecting higher demand in a supply constraint environment. Used vehicle wholesale same store revenues decreased 7.0%, on a constant currency basis, driven by a 28.8% decline in used vehicle wholesale units. The decline in used wholesale same store units sold reflects challenges with the availability of inventory. Parts and service same store revenues, on a constant currency basis, increased 28.6%, driven by increases in customer-pay, warranty and collision revenues. F&I same store revenues, on a constant currency basis, increased 42.8%, driven by improved income per contract on our retail finance fees and higher new vehicle retail unit sales, partially offset by a decline in penetration.
Gross Profit
Total and same store gross profit in Brazil during the nine months ended September 30, 2021, increased $11.5 million, or 47.3%, as compared to the same period in 2020. On a constant currency basis, total same store gross profit increased 8.9%58.1%, resultingdriven by increases in all revenue streams. New vehicle retail same store gross profit, on a 2,250constant currency basis, increased 111.0%, driven by a 86.1% increase in new vehicle retail same store average gross profit per unit sold, coupled with a 13.4% increase in new vehicle retail same store units sold. Used vehicle retail same store gross profit, on a constant currency basis, increased 54.5%, reflecting a 77.9% increase in used vehicle retail same store average gross profit per unit sold, partially offset by a 13.2% decrease in used vehicle retail same store unit sales. The improvement in new and used vehicle retail same store gross profit and gross profit per unit reflects increased consumer demand and supply constraints. Parts and service same store gross profit increased 26.8%, on a constant currency basis, driven by improvements in customer-pay, warranty and collision, reflecting the increase in business activity over the prior year. F&I same store gross profit, on a constant currency basis, increased 42.8% as discussed above. Total same store gross margin increased 250 basis points decreaseduring the nine months ended September 30, 2021, as compared to the same period in 2020, as a result of increases in new and used vehicle margins resulting from the improved selling environment, higher consumer demand and supply constraints.
SG&A Expenses
Total SG&A expenses in Brazil during the nine months ended September 30, 2021, increased $0.9 million, or 4.0%, as compared to the same period in 2020. Total same store SG&A expenses in Brazil during the nine months ended September 30, 2021, increased $0.9 million, or 3.7%, as compared to the same period in 2020. On a constant currency basis, total same store SG&A expenses increased 11.4%, driven by increased variable commission payments as a result of increased sales and vehicle margins in 2021 as compared to last year. Total same store SG&A as a percentage of gross profit. The decreaseprofit decreased from 95.1% in 2020 to 66.9% in 2021, reflecting a 58.1% increase in total same store SG&A is explained by expense control measures taken by management due to COVID-19, primarilygross profit, on a constant currency basis, driven by a decreaseproductivity gains and higher vehicle margins realized in personnel expense.2021. We continued our focus on cost discipline throughout the nine months ended September 30, 2021. Total same store SG&A expenses in 2020 included $0.9 million of severance costs associated with the termination of employees as a result of the COVID-19 pandemic.



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The following tabletables (in millions) and discussion of our results of operations isare on a consolidated basis, unless otherwise noted.
Three Months Ended March 31,Three Months Ended September 30,
20212020Increase/ (Decrease)% Change20212020Increase/ (Decrease)% Change
Depreciation and amortization expenseDepreciation and amortization expense$19.5 $18.6 $0.9 4.7 %Depreciation and amortization expense$19.6 $19.1 $0.5 2.5 %
Asset impairmentsAsset impairments$1.7 $— $1.7 — %
Floorplan interest expenseFloorplan interest expense$7.6 $12.9 $(5.3)(41.2)%Floorplan interest expense$4.8 $8.1 $(3.3)(40.9)%
Other interest expense, netOther interest expense, net$13.8 $18.1 $(4.3)(23.9)%Other interest expense, net$13.2 $14.6 $(1.5)(10.1)%
Loss on extinguishment of debtLoss on extinguishment of debt$3.8 $3.3 $0.5 15.2 %
Provision for income taxesProvision for income taxes$52.9 $34.6 $18.3 53.1 %
(Benefit) provision for income taxes$29.4 $9.1 $20.3 223.0 %
Nine Months Ended September 30,
20212020Increase/ (Decrease)% Change
Depreciation and amortization expenseDepreciation and amortization expense$57.9 $56.5 $1.4 2.4 %
Asset impairmentsAsset impairments$1.7 $23.8 $(22.1)(92.8)%
Floorplan interest expenseFloorplan interest expense$21.2 $31.1 $(9.9)(32.0)%
Other interest expense, netOther interest expense, net$40.7 $49.0 $(8.3)(17.0)%
Loss on extinguishment of debtLoss on extinguishment of debt$3.8 $13.7 $(9.9)(72.0)%
Provision for income taxesProvision for income taxes$134.6 $55.8 $78.8 141.1 %
Depreciation and Amortization Expense
Total depreciation and amortization expense during the three and nine months ended March 31,September 30, 2021, increased $0.9as compared to the same periods in 2020, had no material changes.
Impairment of Assets
We evaluate long-lived assets that are held-for-use, including our property and equipment and operating lease assets, for impairment at the lowest level of identifiable cash flows whenever there are indicators that the carrying value of these assets may not be recoverable. During the three months ended September 30, 2021, we recognized fixed asset impairment charges of $1.7 million relating to one dealership and one collision center within the U.S. During the three months ended June 30, 2020, we recorded goodwill impairment charges of $10.7 million within the Brazil reporting unit and franchise rights impairment charges of $11.1 million within the U.K. segment and $0.1 million within the Brazil segment. During the three months ended June 30, 2020, we also recognized right-of-use asset impairment charges of $1.7 million relating to seven dealerships within the U.K. segment and $0.2 million relating to one dealership within the Brazil segment.
The impairment charges were recognized within Asset impairments in our Condensed Consolidated Statements of Operations.
Floorplan Interest Expense
Total floorplan interest expense during the three months ended September 30, 2021, decreased $3.3 million, or 4.7%40.9%, as compared to the same period in 2020. The slight increase is attributed to an increase in property and equipment in our U.K. segment.
Floorplan Interest Expense
TotalFor the nine months ended September 30, 2021, floorplan interest expense during the three months ended March 31, 2021 decreased $5.3$9.9 million, or 41.2%32.0%, as compared to the same period in 2020. Our floorplan interest expense fluctuates with changes in our borrowings outstanding and interest rates, which are based on LIBOR, Prime rate or a benchmark rate. To mitigate the impact of interest rate fluctuations, we employ an interest rate hedging strategy, whereby we swap variable interest rate exposure on a portion of our borrowings for a fixed interest rate. rate. The decrease during the three months ended September 30, 2021, is primarily due to lower floorplan borrowings as a result of lower inventory levels, lower weighted average interest rates mainly due to a decline in LIBOR, lower realized expense on our interest rate swaps and unrealized gains on interest rate swaps of $0.9 million, primarily related to mark-to-market gains associated with de-designated interest rate swaps. The decrease during the nine months ended September 30, 2021, is primarily due to lower floorplan borrowings as a result of lower inventory levels and lower weighted average interest rates mainly due to a decline in LIBOR, partially offset by higher realized expense on our interest rate swaps and unrealized loss on interest rate swaps of $1.4 million, primarily resulting from the impact of the de-designation of certain interest rate swaps due to lower inventory levels. Refer to Note 6. Financial Instruments and Fair Value Measurements within our Notes to Condensed Consolidated Financial Statements for additional discussion of interest rate swaps.
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Other Interest Expense, Net
Total other interest expense, net during the three months ended March 31,September 30, 2021, decreased $4.3$1.5 million, or 23.9%10.1%, as compared to the same period in 2020. For the nine months ended September 30, 2021, other interest expense decreased $8.3 million, or 17.0%, as compared to the same period 2020. Other interest expense, net consists of interest charges primarily on our Senior Notes, real estate related debt and other debt, partially offset by interest income. The decrease from both comparative periods was primarily attributable to lower interest rates achieved through debt refinancing our debtactivities in the previous year, includingprior year.
Loss on Extinguishment of Debt
During the redemptionthree and nine months ended September 30, 2021, we recognized a $3.8 million loss on the extinguishment of $300.0$15.9 million in aggregate principal amount of our 5.25% Senior Notes on April 2, 2020, which was funded at lower interest rates through increased borrowings on our real estate related and other debt and Acquisition Line, andin Brazil. During the redemption of $550.0three months ended September 30, 2020, we recognized a $3.3 million aggregate principalloss on extinguishment of our 5.00% Senior Notes due June 2022 (the “5.00% Senior Notes”). During the nine months ended September 30, 2020, we recognized a $13.7 million loss on September 2, 2020, which was funded through the issuance of $550.0 million aggregate principal amountextinguishment of our 4.00%5.00% Senior Notes on August 17, 2020.and 5.25% Senior Notes due June 2023 (the “5.25% Senior Notes”).
Provision for Income Taxes
Provision for income taxes of $29.4$52.9 million during the three months ended March 31,September 30, 2021, increased by $20.3$18.3 million, or 223.0%53.1%, as compared to the same period in 2020. The increase wasFor the nine months ended September 30, 2021, our provision for income taxes of $134.6 million increased $78.8 million, or 141.1%, as compared to the same period in 2020. These increases were primarily due to higher pretaxpre-tax book income. For the three months ended March 31,September 30, 2021, our effective tax rate decreasedincreased to 22.4%23.5% from 23.4%21.5%, as compared to the same period in 2020. This decreaseincrease was primarily due to decreasesthe increase in valuation allowances provided for net operating losses in Brazil that were higher as compared to the same period in 2020.
We expect our effective tax rate for the remainder of 2021 will be between 23.0%22.5 % and 24.0%23.5%. We believe that it is more-likely-than-not that our deferred tax assets, net of valuation allowances provided, will be realized, based primarily on assumptions of our future taxable income, considering future reversals of existing taxable temporary differences.
Liquidity and Capital Resources
Our liquidity and capital resources are primarily derived from cash on hand, cash temporarily invested as a pay down of our U.S. Floorplan Line and FMCC Facility levels (refer to Note 10.9. Floorplan Notes Payable in our Notes to Condensed Consolidated Financial Statements for additional information), cash from operations, borrowings under our credit facilities, which provide vehicle floorplan financing, working capital, dealership and real estate acquisition financing and proceeds from debt and equity offerings. Based on current facts and circumstances, we believe we will have adequate cash flow, coupled with available borrowing capacity, to fund our current operations, capital expenditures and acquisitions for the next 12 months. If economic and business conditions deteriorate or if our capital expenditures or acquisition plans for 2021 change, we may need to access the private or public capital markets to obtain additional funding. Refer to Sources and Uses of Liquidity from Investing Activities below for further discussion of expectations regarding future capital expenditures.
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Cash on Hand
As of March 31,September 30, 2021, our total cash on hand was $82.9$296.9 million. The balance of cash on hand excludes $244.8$334.7 million of immediately available funds used to pay down our U.S. Floorplan Line and FMCC Facility as of March 31,September 30, 2021. We use the pay down of our U.S. Floorplan Line and FMCC Facility as a channel for the short-term investment of excess cash.
Cash Flows
We utilize various credit facilities to finance the purchase of our new and used vehicle inventory. With respect to all new vehicle floorplan borrowings in the normal course of business, the manufacturers of the vehicles draft our credit facilities directly with no cash flows to or from us. With respect to borrowings for used vehicle financing, we finance up to 85% of the value of our used vehicle inventory in the U.S., and the funds flow directly between us and the lender.
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We categorize the cash flows associated with borrowings and repayments on these various credit facilities as Cash Flows from Operating Activities or Cash Flows from Financing Activities in our Condensed Consolidated Statements of Cash Flows. All borrowings from, and repayments to, lenders affiliated with our vehicle manufacturers (excluding the cash flows from or to manufacturer-affiliated lenders participating in our syndicated lending group) are presented within Cash Flows from Operating Activities in the Condensed Consolidated Statements of Cash Flows in conformity with U.S. GAAP. All borrowings from, and repayments to, the Revolving Credit Facility (refer to Note 10.9. Floorplan Notes Payable in the Notes to Condensed Consolidated Financial Statements for additional information) (including the cash flows from or to manufacturer-affiliated lenders participating in the facility) and other credit facilities in the U.K. and Brazil, unaffiliated with our manufacturer partners (collectively, “Non-OEM Floorplan Credit Facilities”), are presented within Cash Flows from Financing Activities in conformity with U.S. GAAP. However, the incurrence of all floorplan notes payable represents an activity necessary to acquire inventory for resale, resulting in a trade payable. Our decision to utilize our Revolving Credit Facility does not substantially alter the process by which our vehicle inventory is financed, nor does it significantly impact the economics of our vehicle procurement activities. Therefore, we believe that all floorplan financing of inventory purchases in the normal course of business should correspond with the related inventory activity and be classified as an operating activity. As a result, we use the non-GAAP measure “Adjusted net cash provided by/used in operating activities” and “Adjusted net cash provided by/used in financing activities” to further evaluate our cash flows. We believe that this classification eliminates excess volatility in our operating cash flows prepared in accordance with U.S. GAAP and avoids the potential to mislead the users of our financial statements.
In addition, for dealership acquisitions and dispositions that are negotiated as asset purchases, we do not assume transfer of liabilities for floorplan financing in the execution of the transactions. Therefore, borrowings and repayments of all floorplan financing associated with dealership acquisitions and dispositions are characterized as either Cash Flow from Operating Activities or Cash Flow from Financing Activities in our Condensed Consolidated Statements of Cash Flows presented in conformity with U.S. GAAP, depending on the relationship described above. However, the floorplan financing activity is so closely related to the inventory acquisition process that we believe the presentation of all acquisition and disposition related floorplan financing activities should be classified as investing activity to correspond with the associated inventory activity, which more closely reflects the cash flows associated with our acquisition and disposition strategy and eliminates excess volatility in our operating cash flows prepared in accordance with U.S. GAAP. We have made such adjustments in our adjusted operating cash flow presentations.
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The following table reconciles cash flows provided by (used in) operating, investing and financing activities on a U.S. GAAP basis to the corresponding adjusted amounts (in millions):
Three Months Ended March 31,Nine Months Ended September 30,
20212020% Change20212020% Change
CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities:$239.3 $44.1 443.2 %
Net cash provided by operating activities:Net cash provided by operating activities:$1,117.5 $712.7 56.8 %
Change in Floorplan notes payable — credit facilities and other, excluding floorplan offset and net acquisitions and dispositionsChange in Floorplan notes payable — credit facilities and other, excluding floorplan offset and net acquisitions and dispositions(79.6)11.8 Change in Floorplan notes payable — credit facilities and other, excluding floorplan offset and net acquisitions and dispositions(511.2)(368.9)
Change in Floorplan notes payable — manufacturer affiliates associated with net acquisitions and dispositions and floorplan offset activityChange in Floorplan notes payable — manufacturer affiliates associated with net acquisitions and dispositions and floorplan offset activity(3.1)(3.9)Change in Floorplan notes payable — manufacturer affiliates associated with net acquisitions and dispositions and floorplan offset activity(12.5)14.5 
Adjusted net cash provided by (used in) operating activities$156.6 $51.9 201.5 %
Adjusted net cash provided by operating activitiesAdjusted net cash provided by operating activities$593.8 $358.3 65.8 %
CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities:$(76.7)$(31.1)(146.6)%
Net cash used in investing activities:Net cash used in investing activities:$(163.5)$(78.8)(107.6)%
Change in cash paid for acquisitions, associated with Floorplan notes payableChange in cash paid for acquisitions, associated with Floorplan notes payable5.3 — Change in cash paid for acquisitions, associated with Floorplan notes payable5.3 — 
Change in proceeds from disposition of franchises, property and equipment, associated with Floorplan notes payableChange in proceeds from disposition of franchises, property and equipment, associated with Floorplan notes payable(5.4)— Change in proceeds from disposition of franchises, property and equipment, associated with Floorplan notes payable(6.4)— 
Adjusted net cash provided by (used in) investing activities$(76.8)$(31.1)(147.1)%
Adjusted net cash used in investing activitiesAdjusted net cash used in investing activities$(164.6)$(78.8)(108.9)%
CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities:$(165.6)$(18.5)(796.6)%
Net cash used in financing activities:Net cash used in financing activities:$(742.2)$(590.4)(25.7)%
Change in Floorplan notes payable, excluding floorplan offsetChange in Floorplan notes payable, excluding floorplan offset82.9 (7.9)Change in Floorplan notes payable, excluding floorplan offset524.8 354.4 
Adjusted net cash provided by (used in) financing activities$(82.8)$(26.4)(214.0)%
Adjusted net cash used in financing activitiesAdjusted net cash used in financing activities$(217.4)$(236.0)7.9 %
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Sources and Uses of Liquidity from Operating Activities
For the threenine months ended March 31,September 30, 2021, we generated $239.3$1,117.5 million of net cash flows from operating activities. On an adjusted basis for the same period, we generated $156.6$593.8 million in net cash flows from operating activities, primarily consisting of $101.9$465.0 million in net income, coupled with non-cash adjustments related to depreciation and amortization of $19.5$57.9 million, and stock-based compensation of $6.4$19.0 million and operating lease assets of $18.1 million. Adjusted net cash flows from operating activities also included an $18.0a $17.5 million adjusted net change in operating assets and liabilities, including cash inflows of $149.3primarily due to $643.0 million from decreases in inventory levels and $18.3as a result of global semiconductor chip shortages, $43.1 million from increasesdecreases in contracts-in-transit and vehicle receivables, partially offset by $636.2 million of adjusted net floorplan repayments and $21.6 million from decreases in accounts payable and accrued expenses. These cash inflows were partially offset by cash outflows of $83.2 million from adjusted net floorplan repayments and $43.5 million from net increases in contracts-in-transit and vehicle receivables.
For the threenine months ended March 31,September 30, 2020, we generated $44.1$712.7 million of net cash flows from operating activities. On an adjusted basis for the same period, we generated $51.9$358.3 million in net cash flows from operating activities, primarily consisting of $29.8$186.4 million in net income, coupled with non-cash adjustments related to depreciation and amortization of $18.6$56.5 million, stock-based compensation of $27.0 million, asset impairments of $23.8 million, operating lease assets of $6.4$18.1 million and stock-based compensationa loss on extinguishment of $5.1 million.$13.7 million related to the 5.00% Senior Notes and 5.25% Senior Notes. Adjusted net cash flows from operating activities also includes an $8.9included a $31.1 million adjusted net change in operating assets and liabilities, including cash outflowsinflows of $125.7 million from an increase in inventory levels, $98.1$499.6 million from decreases in accounts payable and accruedinventory levels, $41.1 million from net decreases in prepaid expenses and $7.3 million from the decrease in operating lease liabilities. These cash outflows were partially offset by cash inflows of $135.2other assets, $33.0 million from net decreases in contracts-in-transit and vehicle receivables $43.8and $25.2 million from annet decreases in accounts and notes receivable. These cash inflows were partially offset by cash outflows of $492.3 million from adjusted net increase of floorplan borrowingsrepayments and $41.6$58.8 million from decreases in accounts payable and notes receivable.accrued expenses.
Working Capital
At March 31,September 30, 2021, we had a $198.6$524.7 million surplus of working capital. This represents an increase of $37.2$363.2 million from December 31, 2020, when we had a $161.5 million surplus of working capital. Changes in our working capital are typically explained by changes in floorplan notes payable outstanding. Borrowings on our new vehicle floorplan notes payable, subject to agreed-upon pay-off terms, are equal to 100% of the factory invoice of the vehicles. Borrowings on our used vehicle floorplan notes payable, subject to agreed-upon pay-off terms, are limited to 85% of the aggregate book value of our used vehicle inventory, except in the U.K. and Brazil. At times, we have made payments on our floorplan notes payable using excess cash flows from operations and the proceeds of debt and equity offerings. As needed, we re-borrow the amounts later, up to the limits on the floorplan notes payable discussed above, for working capital, acquisitions, capital expenditures or general corporate purposes.
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Sources and Uses of Liquidity from Investing Activities
During the threenine months ended March 31,September 30, 2021, we used $76.7$163.5 million in net cash flow forfrom investing activities. On an adjusted basis for the same period, we used $76.8$164.6 million in net cash flows from investing activities, primarily consisting of $44.6 million used for acquisition activity and $37.3$88.4 million used for purchases of property and equipment and to construct new and improve existing facilities, $69.3 million used for acquisition activity and $20.4 million primarily related to a payment in connection with the Prime Acquisition, partially offset by cash inflows of $5.0$13.4 million related to the disposition of franchises and property and equipment. Of the $37.3$88.4 million in property and equipment purchases, $22.2$71.8 million was used for non-real estate related capital expenditures $17.5and $18.7 million was used for the purchase of real estate associated with existing dealership operations, and $2.4partially offset by a $2.1 million represented the net increase in the accrual for capital expenditures from fiscal year-end.during the nine months ended September 30, 2021.
During the threenine months ended March 31,September 30, 2020, we used $31.1$78.8 million in net cash flows from investing activities on both an unadjusted and adjusted basis, which represents $31.6$78.8 million used for purchases of property and equipment and to construct new and improve existing facilities and $1.3 million used for acquisition activity, partially offset by cash inflows of $0.5$1.3 million related to the disposition of property and equipment. Of the $31.6$78.8 million in property and equipment purchases, $21.2$55.4 million was used for non-real estate related capital expenditures, $11.2$22.4 million was used for the purchase of real estate associated with existing dealership operations and $0.7$1.0 million representsrepresented the net increasedecrease in the accrual for capital expenditures from fiscal year-end.during the nine months ended September 30, 2020.
Capital Expenditures 
Our capital expenditures include costs to extend the useful lives of current facilities, as well as to start or expand operations. In general, expenditures relating to the construction or expansion of dealership facilities are driven by dealership acquisition activity, new franchises being granted to us by a manufacturer, significant growth in sales at an existing facility, relocation opportunities or manufacturer imaging programs. We critically evaluate all planned future capital spending, working closely with our manufacturer partners to maximize the return on our investments. We forecast our capital expenditures for the full year of 2021 will be approximately $110$100 million excluding expenditures related to real estate purchases and future acquisitions, which could generally be funded from excess cash.
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Acquisitions
We evaluate the expected return on investment in our consideration of potential business purchases. Cash needed to complete our acquisitions generally comes from excess working capital, operating cash flows of our dealerships and borrowings under our floorplan facilities, term loans and our Acquisition Line.
Sources and Uses of Liquidity from Financing Activities
For the threenine months ended March 31,September 30, 2021, we used $165.6$742.2 million in net cash flows from financing activities. On an adjusted basis for the same period, we used $82.8$217.4 million in net cash flows from financing activities, primarily related to cash outflows of $68.4$158.3 million in net repayments on our U.S. Floorplan Line (representing the net cash activity in our floorplan offset account), $33.7 million in net repayments on other debt, $18.6 million related to the repurchase of our common stock and $5.6$17.9 million in dividend payments.payments, partially offset by $7.4 million in net borrowings on our Acquisition Line.
For the threenine months ended March 31,September 30, 2020, we used $18.5$590.4 million in net cash flows from financing activities. On an adjusted basis for the same period, we used $26.4$236.0 million in net cash flows from financing activities, primarily related to cash outflows of $857.9 million related to the extinguishment of our 5.00% and 5.25% Senior Notes, $48.9 million related to the repurchase of our common stock and $5.5 million in dividend payments,payments. These cash outflows were partially offset by $20.2$550.0 million in net borrowings onfrom the issuance of our U.S. Floorplan Line (representing the net cash activity in our floorplan offset account) and $10.54.00% Senior Notes. The $162.1 million in net borrowings on other debt.debt primarily reflected increased mortgage borrowings in the U.S. to partially fund the redemption of the 5.25% Senior Notes.
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Credit Facilities, Debt Instruments and Other Financing Arrangements
Our various credit facilities, debt instruments and other financing arrangements are used to finance the purchase of inventory and real estate, provide acquisition funding and provide working capital for general corporate purposes.
The following table summarizes the commitment of our credit facilities as of March 31,September 30, 2021 (in millions):
Total
Commitment		OutstandingAvailableTotal
Commitment		OutstandingAvailable
U.S. Floorplan Line (1)
U.S. Floorplan Line (1)
$1,396.0 $576.6 $819.4 
U.S. Floorplan Line (1)
$1,396.0 $40.9 $1,355.1 
Acquisition Line (2)
Acquisition Line (2)
349.0 65.8 283.2 
Acquisition Line (2)
349.0 66.7 282.3 
Total revolving credit facilityTotal revolving credit facility1,745.0 642.4 1,102.6 Total revolving credit facility1,745.0 107.6 1,637.4 
FMCC Facility (3)
FMCC Facility (3)
300.0 69.6 230.4 
FMCC Facility (3)
300.0 26.1 273.9 
Total U.S. credit facilities (4)
Total U.S. credit facilities (4)
$2,045.0 $712.0 $1,333.0 
Total U.S. credit facilities (4)
$2,045.0 $133.7 $1,911.3 
(1) The available balance at March 31,September 30, 2021, includes $231.9$331.2 million of immediately available funds. The remaining available balance can be used for vehicle inventory financing.
(2) The outstanding balance of $65.8$66.7 million is related to outstanding letters of credit of $17.8$12.6 million and $48.0$54.1 million in borrowings as of March 31, 2021.borrowings. The borrowings outstanding under the Acquisition Line included no U.S dollarUSD borrowings and £3540.0 million of GBP borrowings translated at the spot rate on the day borrowed, solely for the purpose of calculating the outstanding and available borrowings under the Acquisition Line.Line in accordance with the credit facility agreement. The available borrowings may be limited from time to time, based on certain debt covenants.
(3) The available balance at March 31,September 30, 2021, includes $12.9$3.5 million of immediately available funds. The remaining available balance can be used for Ford new vehicle inventory financing.
(4) The outstanding balance excludes $297.9$251.0 million of borrowings with manufacturer-affiliates and third-party financial institutions for foreign and rental vehicle financing not associated with any of our U.S. credit facilities.
We have other credit facilities in the U.S., the U.K. and Brazil with third-party financial institutions, most of which are affiliated with the automobile manufacturers that provide financing for portions of our new, used and rental vehicle inventories. In addition, we have outstanding debt instruments, including our 4.00% Senior Notes, as well as real estate related and other debt instruments. Refer to Note 9.8. Debt in our Notes to Condensed Consolidated Financial Statements for further information.
New 4.00% Senior Notes
On October 21, 2021, we issued an additional $200.0 million aggregate principal amount of our 4.00% Senior Notes due 2028 (the “New Notes”) for net proceeds of approximately $199.7 million. The New Notes will have identical terms as the initial 4.00% Senior Notes issued on August 17, 2020, and will be treated as a single class of securities.
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Bridge Facility
In connection with entering into the Purchase Agreement, we entered into a commitment letter, dated September 12, 2021 (the “Commitment Letter”), with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which, among other things, Wells Fargo has committed to provide a portion of the debt financing for the Prime Acquisition, consisting of a $250.0 million unsecured bridge loan (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. Although Wells Fargo has committed to fund up to $250.0 million under the Bridge Facility, we anticipate utilizing only a portion of such commitment to finance the Prime Acquisition. The Bridge Facility is subject to mandatory prepayment at 100% of the outstanding principal amount thereof with the net proceeds from the issuance of any debt securities of us and upon other specified events. The obligation of Wells Fargo to provide this debt financing is subject to a number of customary conditions, including, without limitation, execution and delivery of certain definitive documentation.
Covenants
Our Revolving Credit Facility, indentures governing our senior notes and certain mortgage term loans contain customary financial and operating covenants that place restrictions on us, including our ability to incur additional indebtedness, create liens or to sell or otherwise dispose of assets and to merge or consolidate with other entities. Certain of our mortgage agreements contain cross-default provisions that, in the event of a default of certain mortgage agreements and of our Revolving Credit Facility, could trigger an uncured default.
As of March 31,September 30, 2021, we were in compliance with the requirements of the financial covenants under our debt agreements. We are required to maintain the ratios detailed in the following table:
 As of March 31,September 30, 2021
 RequiredActual
Total adjusted leverage ratio< 5.501.981.54
Fixed charge coverage ratio> 1.204.815.81
As of March 31,September 30, 2021, we had $82.9$296.9 million of cash on hand and an additional $244.8$334.7 million invested in our floorplan offset accounts, bringing total cash liquidity to $327.7$631.6 million. In addition, we had $283.2$282.3 million of additional borrowing capacity on our Acquisition Line, bringing total immediate liquidity to $610.9$913.9 million as of March 31,September 30, 2021. Based on our position as of March 31,September 30, 2021, and our outlook as discussed within Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, we believe we have sufficient liquidity currently and do not anticipate any material liquidity constraints or issues with our ability to remain in compliance with our debt covenants.
Refer to Note 9.8. Debt and Note 10.9. Floorplan Notes Payable in our Notes to Condensed Consolidated Financial Statements for further discussion of our debt instruments, credit facilities and other financing arrangements existing as of March 31,September 30, 2021.
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Share Repurchases and Dividends
Our Board of Directors from time to time, authorizes the repurchase of shares of our common stock up to a certain monetary limit. During the first quarternine months ended September 30, 2021, 125,069 shares were repurchased at an average price of $148.79 per share, for a total of $18.6 million. As of September 30, 2021, we had no repurchase of shares of our common stock. As of March 31, 2021, we had $168.7$150.1 million available under our current share repurchase authorization.
ForDuring the first quarter ofthree months ended September 30, 2021, our Board of Directors approved a quarterly cash dividend of $0.31$0.34 per share on all shares of our common stock, which resulted in $5.4$6.0 million paid to common shareholders and $0.2 million to unvested RSA holders. During the nine months ended September 30, 2021, we have declared cash dividends of $0.98 per share on all shares of our common stock, for a total of $17.2 million paid to common shareholders and $0.5 million to unvested RSA holders.
Future share repurchases and the payment of any future dividends are subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, current economic environment and other factors considered relevant.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of market risks, including interest rate risk and foreign currency exchange rate risk. We address interest rate risks primarily through the use of interest rate swaps. We do not currently hedge foreign exchange risk, as discussed further below. The following quantitative and qualitative information is provided regarding our foreign currency exchange rates and financial instruments to which we are a party at March 31,September 30, 2021, and from which we may incur future gains or losses from changes in market interest rates and/or foreign currency rates. We do not enter into derivative or other financial instruments for speculative or trading purposes.
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Interest Rates
We have interest rate risk on our variable-rate debt obligations, primarily consisting of our U.S. Floorplan Line. Based on the amount of variable-rate borrowings outstanding of $1.5$0.8 billion and $2.0$1.6 billion as of March 31,September 30, 2021 and 2020, respectively, a 100 basis-point change in interest rates would have resulted in an approximate $5.0$1.2 million decrease and $11.8a $6.9 million changeincrease to our annual interest expense, respectively, after consideration of the interest rate swaps in effect.
Our exposure to changes in interest rates with respect to our variable-rate floorplan borrowings is partially mitigated by manufacturers’ interest assistance, which in some cases is influenced by changes in market based variable interest rates. We reflect interest assistance as a reduction of new vehicle inventory cost until the associated vehicle is sold. During the threenine months ended March 31,September 30, 2021 and 2020, we recognized $13.2$40.6 million and $10.6$33.0 million of interest assistance as a reduction of new vehicle cost of sales, respectively.
For additional information about the potential impact of LIBOR phase out on our results of operations, see Item 1A. Risk Factors of our 2020 Form 10-K.
Foreign Currency Exchange Rates 
The functional currency of our U.K. subsidiaries is the GBP and of our Brazil subsidiaries is the BRL. Our exposure to fluctuating foreign currency exchange rates relates to the effects of translating financial statements of those subsidiaries into our reporting currency, which we do not hedge against based on our investment strategy in these foreign operations. A 10% devaluation in average foreign currency exchange rates for the GBP to the USD would have resulted in a $50.0$181.9 million and $53.7$145.0 million decrease to our revenues for the threenine months ended March 31,September 30, 2021 and 2020, respectively. A 10% devaluation in average foreign currency exchange rates for the BRL to the USD would have resulted in a $5.1$20.7 million and $8.4$16.7 million decrease to our revenues for the threenine months ended March 31,September 30, 2021 and 2020, respectively.
For additional information about our market sensitive financial instruments, refer to Note 6. Financial Instruments and Fair Value Measurements withinin our Notes to Condensed Consolidated Financial Statements.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31,September 30, 2021, at the reasonable assurance level.
Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls and procedures can prevent all possible errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the intentional acts of one or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events and while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to possible errors or fraud may occur and not be detected.
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Changes in Internal Control over Financial Reporting
During the three months ended March 31,September 30, 2021, there were no changes in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not party to any legal proceedings, including class action lawsuits that, individually or in the aggregate, are reasonably expected to have a material adverse effect on our results of operations, financial condition or cash flows. For a discussion of our legal proceedings, refer to Note 12.11. Commitments and Contingencies within our Notes to Condensed Consolidated Financial Statements.
Item 1A. Risk Factors
Except as set forth below, during the threenine months ended March 31,September 30, 2021, there were no changes to the Risk Factors disclosed in Item 1A. Risk Factors of our 2020 Form 10-K.
We are subject to risks associated with our dependence on manufacturers for vehicle inventory.manufacturer business relationships and agreements.
The success of our dealerships is dependent on the ability of our numerous vehicle manufacturers whom we rely exclusively on for the manufacture and timely delivery of our new vehicle inventory. Our ability to sell new vehicles is dependent on oura vehicle manufacturers’manufacturer’s ability to manufacture,produce and allocate and deliver to our dealerships an adequate supply ofattractive, high quality and desirable vehicle selectionsproduct mix at the right time in order to satisfy customers’ ever-changing demands. customer demand. Manufacturers generally support their franchisees by providing direct financial assistance in various areas, including, among others, incentives, floorplan assistance and advertising assistance. A discontinuation or change in our manufacturers’ warranty and incentive programs could adversely affect our business. Manufacturers also provide product warranties and, in some cases, service contracts to customers. Our dealerships perform warranty and service contract work for vehicles under manufacturer product warranties and service contracts and we bill the manufacturer directly as opposed to invoicing the customer. In addition, we rely on manufacturers for various financing programs, OEM replacement parts, training, up-to-date product design, development of advertising materials and programs and other items necessary for the success of our dealerships.
Vehicle manufacturers may be adversely impacted by partseconomic downturns or recessions, significant declines in the sales of their new vehicles, increases in interest rates, adverse fluctuations in currency exchange rates, declines in their credit ratings, reductions in access to capital or credit, labor strikes or similar disruptions (including within their major suppliers), supply shortages, rising raw material costs, rising employee benefit costs, adverse publicity that may reduce consumer demand for their products, including due to bankruptcy, product defects, litigation, ability to keep up with technology and rawbusiness model changes, poor product mix or unappealing vehicle design, governmental laws and regulations, natural disasters or other adverse events. In particular, all our OEMs are investing material amounts to develop electric and autonomous vehicles. These investments could cause financial strain on our OEMs or fail to deliver attractive vehicles for customers which could lead to adverse impacts on our business. The OEMs are also impacted by the COVID-19 pandemic’s impact on the economy, factory production, parts shortages, including semiconductor chips, if such shortages are not immediately resolved. Currently,and other disruptions. These and other risks could have a material adverse effect on the financial condition of any manufacturer and impact its ability to profitably design, market, produce or distribute new vehicles, which in turn could have a material adverse effect on our business, results of operations and financial condition.
During the nine months ended September 30, 2021 and through the date of this report, vehicle manufacturers arewere producing and delivering fewer vehicles to our dealerships due to a global semiconductor chip shortage. The chip shortage is impacting the automobile industry’s new vehicle production which has decreased our new vehicle inventory. Our new vehicle days’ supply of inventory was approximately 14 days for the quarter ended September 30, 2021, as compared to 20 days for the quarter ended June 30, 2021, 52 days for the quarter ended December 31, 2020, and 41 days for the quarter ended September 30, 2020. If new vehicle days’ supply of inventory continues to decline, it will impact our ability to satisfy customer demand. It is impossible to predict with certainty the duration of the semiconductor chip shortage, but we expect our inventory levels to be low through the remainder of 2021.2021 and into the first half of 2022. If our manufacturers’ production remains at current reduced levels or continues to decline, diminishing our ability to meet the immediate needs of our customers, the semiconductor shortage could have a material and adverse impact on our financial and operating results.
Additionally, many U.S. manufacturers of vehicles, parts and supplies are dependent on imported products and raw materials in their production. Any significant increase in existing tariffs on such goods and raw materials, or implementation of new tariffs, could adversely affect our profits on the vehicles we sell.
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Vehicle manufacturers may alter their distribution models.
Certain of our vehicle manufacturers serving the U.K. market recently announced plans to explore an agency model for selling new vehicles. Under an agency model, our franchised dealerships would receive a fee for facilitating the sale of a new vehicle to a customer but would no longer record the vehicle in inventory, as has been historical practice. The agency model, if adopted, would reduce revenues, although the other impacts to our U.K. segment and consolidated results of operations remain uncertain. We are uncertain if agency models will be widely adopted in the U.K. and, if so, the impact to our results of operations.
We cannot assure you that manufacturers will approve our operation of dealership locations acquired in connection with the Prime Acquisition in a timely manner, if at all, which may have a material adverse effect on our acquisition strategy.
In connection with the Prime Acquisition, we must obtain manufacturer approval in order to operate the associated dealerships. However, manufacturer approval is not a condition to the closing of the Prime Acquisition, and we are obligated to close on the Prime Acquisition even if we are unable to obtain the necessary manufacturer approvals with respect to some or all of the associated dealerships.
Receipt of manufacturer approval may be subject to established limitations or guidelines, including the:
•number of such manufacturers’ dealership locations that may be acquired by a single owner;
•number of dealership locations that may be acquired in any market or region;
•percentage of market share that may be controlled by one automotive retailer group;
•ownership of dealership locations in contiguous markets;
•performance requirements for existing dealership locations; and
•frequency of acquisitions and other expansions.
In addition, some manufacturers require that no other manufacturers’ brands be sold from the same dealership location, and many manufacturers have site control agreements in place that limit our ability to change the use of the facility without their approval. Therefore, there are no assurances we will get approval and be able to operate the dealerships associated with the Prime Acquisition.
If we are unable to obtain the necessary manufacturer consents, enter into new franchise agreements, or maintain or renew the existing franchise agreements on favorable terms in connection with the Prime Acquisition, our operations may be significantly impaired, and we may be required to sell such non-approved dealerships and related assets at our sole expense and potentially at a loss.
The Prime Acquisition, if consummated, will create numerous risks and uncertainties which could adversely affect our business, financial condition and results of operations.
After consummation of the Prime Acquisition, we will have a significantly larger business and more assets and employees than we did prior to the transaction. The integration process will require us to expend significant capital and significantly expand the scope of our operations and financial and other systems. Our management will be required to devote a substantial amount of time and attention to the process of integrating the operations of Prime into our business. There is a great degree of difficulty and management involvement inherent in that process. These difficulties include:
•integrating the operations of Prime while carrying on the ongoing operations of our business;
•managing a significantly larger company than before consummation of the Prime Acquisition;
•the possibility of faulty or inaccurate assumptions underlying our expectations regarding the integration process, including, among other things, unanticipated delays, costs or inefficiencies;
•the effects of unanticipated liabilities;
•operating a more diversified business;
•integrating two separate business cultures, which may prove to be incompatible;
•attracting, retaining and motivating the necessary personnel associated with the business of Prime following the Prime Acquisition;
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•implementing uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters; and
•integrating information, purchasing, accounting, finance, sales, billing, payroll and regulatory compliance systems.
As a private company, Prime was not required to obtain an audit of its internal control over financial reporting or otherwise have such internal control assessed, except to the extent required in connection with audits pursuant to GAAP; however, following the consummation of the Prime Acquisition, the financial systems of Prime will be integrated into our financial system and subject to the internal control audit required with respect to the Company as a public company.
If any of these factors limits our ability to integrate Prime into our operations successfully or on a timely basis, our expectations regarding future results of operations, including certain run-rate synergies expected to result from the Prime Acquisition, might not be met. As a result, we may not be able to realize the expected benefits that we seek to achieve from the Prime Acquisition. In addition, we may be required to spend additional time or money on integration that otherwise would be spent on the development and expansion of our business, including efforts to further expand our product portfolio.
If the Prime Acquisition is consummated, our post-closing recourse for liabilities related to Prime is limited.
As part of the Prime Acquisition, we will assume certain liabilities of Prime. There may be liabilities that we failed or were unable to discover in the course of performing due diligence investigations into Prime. In addition, as Prime is integrated into our business, we may learn additional information about Prime, such as unknown or contingent liabilities or other issues relating to the operations of Prime. Any such liabilities or issues, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. Under the Purchase Agreement, the sellers will be liable for certain breaches of representations, warranties and covenants but our recovery may be contingent upon the aggregate damages arising out of any such breaches exceeding specified dollar thresholds and is subject to other time-based and monetary-based limitations. Accordingly, we may not be able to enforce certain claims against the sellers with respect to liabilities of Prime.
The purchase price for the Prime Acquisition could increase significantly from our estimates, which may adversely impact our liquidity.
The estimated Purchase Price for the Prime Acquisition is based, in part, on the value of the vehicle inventory at the Prime dealerships as of July 31, 2021. The actual purchase price will be based, in part, on the value of vehicle inventory at the Prime dealerships on the closing date of the Prime Acquisition. The value of vehicle inventories at automobile dealerships fluctuates significantly due to changes in economic conditions, the availability of consumer financing and the seasonality of demand for vehicles, among other factors. If the value of the vehicle inventory at the Prime dealerships is greater than we estimated at July 31, 2021, we will be required to pay additional purchase price consideration, which may require us to draw on existing sources of liquidity, including the Revolving Credit Facility and cash on hand. To the extent we are required to pay a higher purchase price for the Prime Acquisition, we may have less liquidity to fund our other operations and growth strategies, which may adversely impact our financial condition, results of operations or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds    
Recent Sales of Unregistered Securities
None.
Use of Proceeds
None.
Issuer Purchases of Equity Securities
Our Board of Directors from time to time authorizes the repurchase of shares of our common stock up to a certain monetary limit. On October 5, 2020, our Board of Directors approved a $200.0 million share repurchase authorization. Our share repurchase authorization does not have an expiration date. During the three months ended March 31,September 30, 2021, we did not repurchase any shares of our common stock. As of March 31,September 30, 2021, $168.7we had $150.1 million remained available under our current share repurchase authorization. Our share repurchase authorization does not have an expiration date.
Future share repurchases are subject to the business judgment of our Board of Directors, taking into consideration our historical and projected results of operations, financial condition, cash flows, capital requirements, covenant compliance, current economic environment and other factors considered relevant.
Item 6. Exhibits
The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.
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EXHIBIT INDEX
Exhibit
Number
 Description
2.1*#
—Purchase Agreement, dated as of September 12, 2021, by and among Group 1 Automotive, Inc., GPB Portfolio Automotive, LLC, Capstone Automotive Group, LLC, Capstone Automotive Group II, LLC, Automile Parent Holdings, LLC, Automile TY Holdings, LLC and Prime Real Estate Holdings, LLC
3.1
—Amended and Restated Certificate of Incorporation of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 3.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed May 22, 2015)
3.2
—Third Amended and Restated Bylaws of Group 1 Automotive, Inc. (incorporated by reference to Exhibit 3.1 of Group 1 Automotive, Inc.’s Current Report on Form 8-K (File No. 001-13461) filed April 6, 2017)
10.1*
—Commitment Letter, dated as of September 12, 2021, by and among Group 1 Automotive, Inc. and Wells Fargo Bank, National Association
31.1*
—Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
—Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
—Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
—Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*—XBRL Instance Document
 101.SCH*—XBRL Taxonomy Extension Schema Document
 101.CAL*—XBRL Taxonomy Extension Calculation Linkbase Document
 101.DEF*—XBRL Taxonomy Extension Definition Linkbase Document
 101.LAB*—XBRL Taxonomy Extension Label Linkbase Document
 101.PRE*—XBRL Taxonomy Extension Presentation Linkbase Document
 104*—Cover Page Interactive Data File (formatted in Inline XBRL and contained in exhibit 101)
*Filed or furnished herewith
†Management contract or compensatory plan or arrangement
#The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Group 1 Automotive, Inc.
Date:May 6,November 4, 2021By:/s/  Daniel J. McHenry
 Daniel J. McHenry
 Senior Vice President and Chief Financial Officer
 
 
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