CONDENSED CONSOLIDATED FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of June 30, 2018 and December 31, 2017 , and for the six months ended June 30, 2018 and 2017 , for Group 1 Automotive, Inc.’s (as issuer of the 5.00% Notes) guarantor subsidiaries and non-guarantor subsidiaries (representing foreign entities). The condensed consolidating financial information includes certain allocations of balance sheet, statement of operations, and cash flows items that are not necessarily indicative of the financial position, results of operations, or cash flows of these entities had they operated on a stand-alone basis. In accordance with Rule 3-10 of Regulation S-X, condensed consolidated financial statements of non-guarantors are not required. The Company has no assets or operations independent of its subsidiaries. Obligations under the 5.00% Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Company’s current wholly owned domestic subsidiaries and certain of the Company’s future domestic subsidiaries, with the exception of the Company’s “minor” subsidiaries (as defined by Rule 3-10 of Regulation S-X). There are no significant restrictions on the ability of the Company or subsidiary guarantors for the Company to obtain funds from its subsidiary guarantors by dividend or loan. None of the subsidiary guarantors’ assets represent restricted assets pursuant to SEC Rule 4-08(e)(3) of Regulation S-X. CONDENSED CONSOLIDATED BALANCE SHEET June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 8,676 $ 32,899 $ — $ 41,575 Contracts-in-transit and vehicle receivables, net — 188,592 61,114 — 249,706 Accounts and notes receivable, net — 132,452 45,887 — 178,339 Intercompany accounts receivable 39,636 56,435 — (96,071 ) — Inventories, net — 1,379,275 341,974 — 1,721,249 Prepaid expenses and other current assets 779 35,273 44,905 — 80,957 Total current assets 40,415 1,800,703 526,779 (96,071 ) 2,271,826 PROPERTY AND EQUIPMENT, net — 1,118,917 229,604 — 1,348,521 GOODWILL — 839,498 106,337 — 945,835 INTANGIBLE FRANCHISE RIGHTS — 251,240 36,126 — 287,366 INVESTMENT IN SUBSIDIARIES 2,982,451 — — (2,982,451 ) — OTHER ASSETS — 22,243 10,951 — 33,194 Total assets $ 3,022,866 $ 4,032,601 $ 909,797 $ (3,078,522 ) $ 4,886,742 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,115,163 $ 32,729 $ — $ 1,147,892 Offset account related to floorplan notes payable - credit facility — (119,562 ) — — (119,562 ) Floorplan notes payable — manufacturer affiliates — 277,299 126,934 — 404,233 Offset account related to floorplan notes payable - manufacturer affiliates — (24,500 ) — — (24,500 ) Current maturities of long-term debt and short-term financing — 50,720 25,692 — 76,412 Current liabilities from interest rate risk management activities — 682 — — 682 Accounts payable — 210,791 231,786 — 442,577 Intercompany accounts payable 855,557 — 56,434 (911,991 ) — Accrued expenses — 156,283 32,744 — 189,027 Total current liabilities 855,557 1,666,876 506,319 (911,991 ) 2,116,761 LONG-TERM DEBT, net of current maturities 878,964 354,002 125,032 — 1,357,998 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 1,597 — — 1,597 DEFERRED INCOME TAXES AND OTHER LIABILITIES 769 223,692 13,313 — 237,774 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,287,576 2,602,354 265,133 (2,982,451 ) 1,172,612 Intercompany note receivable — (815,920 ) — 815,920 — Total stockholders’ equity 1,287,576 1,786,434 265,133 (2,166,531 ) 1,172,612 Total liabilities and stockholders’ equity $ 3,022,866 $ 4,032,601 $ 909,797 $ (3,078,522 ) $ 4,886,742 CONDENSED CONSOLIDATED BALANCE SHEET December 31, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (In thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 10,096 $ 18,691 $ — $ 28,787 Contracts-in-transit and vehicle receivables, net — 266,788 39,645 — 306,433 Accounts and notes receivable, net — 144,872 43,739 — 188,611 Intercompany accounts receivable 26,988 12,948 — (39,936 ) — Inventories, net — 1,434,852 328,441 — 1,763,293 Prepaid expenses and other current assets 1,934 8,378 31,750 — 42,062 Total current assets 28,922 1,877,934 462,266 (39,936 ) 2,329,186 PROPERTY AND EQUIPMENT, net — 1,121,108 197,851 — 1,318,959 GOODWILL — 835,268 77,766 — 913,034 INTANGIBLE FRANCHISE RIGHTS — 255,980 29,652 — 285,632 INVESTMENT IN SUBSIDIARIES 2,999,407 — — (2,999,407 ) — OTHER ASSETS — 13,682 10,572 — 24,254 Total assets $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,219,844 $ 20,851 $ — $ 1,240,695 Offset account related to floorplan notes payable - credit facility — (86,547 ) — — (86,547 ) Floorplan notes payable — manufacturer affiliates — 272,563 124,620 — 397,183 Offset account related to floorplan notes payable - manufacturer affiliates — (22,500 ) — — (22,500 ) Current maturities of long-term debt and short-term financing 24,741 31,229 21,639 — 77,609 Current liabilities from interest rate risk management activities — 1,996 — — 1,996 Accounts payable — 229,470 183,511 — 412,981 Intercompany accounts payable 890,995 — 39,936 (930,931 ) — Accrued expenses — 150,241 26,829 — 177,070 Total current liabilities 915,736 1,796,296 417,386 (930,931 ) 2,198,487 LONG-TERM DEBT, net of current maturities 865,202 360,526 92,456 — 1,318,184 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 8,583 — — 8,583 DEFERRED INCOME TAXES AND OTHER LIABILITIES (117 ) 210,216 11,430 — 221,529 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,247,508 2,619,346 256,835 (2,999,407 ) 1,124,282 Intercompany note receivable — (890,995 ) — 890,995 — Total stockholders’ equity 1,247,508 1,728,351 256,835 (2,108,412 ) 1,124,282 Total liabilities and stockholders’ equity $ 3,028,329 $ 4,103,972 $ 778,107 $ (3,039,343 ) $ 4,871,065 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,168,001 $ 775,461 $ — $ 2,943,462 COST OF SALES — 1,817,331 687,968 — 2,505,299 GROSS PROFIT — 350,670 87,493 — 438,163 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 635 231,923 75,534 — 308,092 DEPRECIATION AND AMORTIZATION EXPENSE — 13,040 3,598 — 16,638 ASSET IMPAIRMENTS — 4,268 — — 4,268 INCOME (LOSS) FROM OPERATIONS (635 ) 101,439 8,361 — 109,165 OTHER EXPENSE: Floorplan interest expense — (12,810 ) (1,753 ) — (14,563 ) Other interest expense, net — (17,331 ) (2,083 ) — (19,414 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (635 ) 71,298 4,525 — 75,188 BENEFIT (PROVISION) FOR INCOME TAXES 153 (17,556 ) (1,322 ) — (18,725 ) EQUITY IN EARNINGS OF SUBSIDIARIES 56,945 — — (56,945 ) — NET INCOME (LOSS) $ 56,463 $ 53,742 $ 3,203 $ (56,945 ) $ 56,463 OTHER COMPREHENSIVE INCOME (lOSS) — 3,778 (24,186 ) — (20,408 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 56,463 $ 57,520 $ (20,983 ) $ (56,945 ) $ 36,055 Six Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 4,256,488 $ 1,547,000 $ — $ 5,803,488 COST OF SALES — 3,570,133 1,375,429 — 4,945,562 GROSS PROFIT — 686,355 171,571 — 857,926 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,403 481,088 148,948 — 632,439 DEPRECIATION AND AMORTIZATION EXPENSE — 25,921 7,059 — 32,980 ASSET IMPAIRMENTS — 4,268 — — 4,268 INCOME (LOSS) FROM OPERATIONS (2,403 ) 175,078 15,564 — 188,239 OTHER EXPENSE: Floorplan interest expense — (25,147 ) (3,503 ) — (28,650 ) Other interest expense, net — (34,348 ) (3,886 ) — (38,234 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,403 ) 115,583 8,175 — 121,355 BENEFIT (PROVISION) FOR INCOME TAXES 577 (27,336 ) (2,319 ) — (29,078 ) EQUITY IN EARNINGS OF SUBSIDIARIES 94,103 — — (94,103 ) — NET INCOME (LOSS) $ 92,277 $ 88,247 $ 5,856 $ (94,103 ) $ 92,277 OTHER COMPREHENSIVE INCOME (LOSS) — 13,183 (16,315 ) — (3,132 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 92,277 $ 101,430 $ (10,459 ) $ (94,103 ) $ 89,145 CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,123,691 $ 548,504 $ — $ 2,672,195 COST OF SALES — 1,783,218 484,085 — 2,267,303 GROSS PROFIT — 340,473 64,419 — 404,892 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 533 242,014 56,021 — 298,568 DEPRECIATION AND AMORTIZATION EXPENSE — 11,926 2,167 — 14,093 INCOME (LOSS) FROM OPERATIONS (533 ) 86,533 6,231 — 92,231 OTHER EXPENSE: Floorplan interest expense — (12,062 ) (1,164 ) — (13,226 ) Other interest expense, net — (16,568 ) (747 ) — (17,315 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (533 ) 57,903 4,320 — 61,690 BENEFIT (PROVISION) FOR INCOME TAXES 200 (21,895 ) (862 ) — (22,557 ) EQUITY IN EARNINGS OF SUBSIDIARIES 39,467 — — (39,467 ) — NET INCOME (LOSS) $ 39,134 $ 36,008 $ 3,458 $ (39,467 ) $ 39,133 OTHER COMPREHENSIVE INCOME (LOSS) — (581 ) 4,462 — 3,881 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 39,134 $ 35,427 $ 7,920 $ (39,467 ) $ 43,014 Six Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 4,091,409 $ 1,099,615 $ — $ 5,191,024 COST OF SALES — 3,430,341 972,269 — $ 4,402,610 GROSS PROFIT — 661,068 127,346 — 788,414 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,499 474,625 111,223 — 588,347 DEPRECIATION AND AMORTIZATION EXPENSE — 23,493 4,206 — 27,699 INCOME (LOSS) FROM OPERATIONS (2,499 ) 162,950 11,917 — 172,368 OTHER EXPENSE: Floorplan interest expense — (22,940 ) (2,228 ) — (25,168 ) Other interest expense, net — (32,842 ) (1,472 ) — (34,314 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,499 ) 107,168 8,217 — 112,886 BENEFIT (PROVISION) FOR INCOME TAXES 937 (38,979 ) (1,772 ) — (39,814 ) EQUITY IN EARNINGS OF SUBSIDIARIES 74,634 — — (74,634 ) — NET INCOME (LOSS) $ 73,072 $ 68,189 $ 6,445 $ (74,634 ) $ 73,072 OTHER COMPREHENSIVE INCOME — 2,076 8,600 — 10,676 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 73,072 $ 70,265 $ 15,045 $ (74,634 ) $ 83,748 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (Unaudited, in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 92,277 $ 155,215 $ 15,614 $ 263,106 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (31,144 ) (43,721 ) (74,865 ) Proceeds from disposition of franchises, property and equipment — 73,785 2,138 75,923 Purchases of property and equipment, including real estate — (56,116 ) (32,114 ) (88,230 ) Deposits for real estate and dealership acquisitions (400 ) (255 ) — (655 ) Other — — — — Net cash used in investing activities (400 ) (13,730 ) (73,697 ) (87,827 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 3,261,353 62,445 3,323,798 Repayments on credit facility - floorplan line and other — (3,412,939 ) (48,555 ) (3,461,494 ) Borrowings on credit facility - acquisition line 98,596 — — 98,596 Repayments on credit facility - acquisition line (84,884 ) — — (84,884 ) Borrowings on other debt — 60,081 51,061 111,142 Principal payments on other debt (24,741 ) (24,209 ) (26,834 ) (75,784 ) Borrowings on debt related to real estate — 42,656 12,055 54,711 Principal payments on debt related to real estate — (54,144 ) (9,224 ) (63,368 ) Employee stock purchase plan purchases, net of employee tax withholdings 11 — — 11 Repurchases of common stock, amounts based on settlement date (51,276 ) — — (51,276 ) Proceeds from termination of mortgage swap — 918 — 918 Dividends paid (10,836 ) — — (10,836 ) Borrowings (repayments) with subsidiaries (35,703 ) 18,141 17,562 — Investment in subsidiaries 16,956 (34,762 ) 17,806 — Net cash provided by (used in) financing activities (91,877 ) (142,905 ) 76,316 (158,466 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (2,812 ) (2,812 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (1,420 ) 15,421 14,001 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,676 $ 34,956 $ 43,632 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company (Unaudited, in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 73,072 $ (32,554 ) $ 11,644 $ 52,162 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (95 ) (95 ) Proceeds from disposition of franchises, property and equipment — 265 2,317 2,582 Purchases of property and equipment, including real estate — (60,594 ) (6,672 ) (67,266 ) Deposits for real estate and dealership acquisitions — 273 (57,372 ) (57,099 ) Other — 2,074 — 2,074 Net cash used in investing activities — (57,982 ) (61,822 ) (119,804 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 3,319,971 49,609 3,369,580 Repayments on credit facility - floorplan line and other — (3,244,979 ) (43,388 ) (3,288,367 ) Borrowings on credit facility - acquisition line 47,509 — — 47,509 Repayments on credit facility - acquisition line (15,000 ) — — (15,000 ) Borrowings on other debt — — 5,137 5,137 Principal payments on other debt — (542 ) — (542 ) Borrowings on debt related to real estate — — 12,901 12,901 Principal payments on debt related to real estate — (11,183 ) (2,714 ) (13,897 ) Employee stock purchase plan purchases, net of employee tax withholdings 2,487 — — 2,487 Repurchases of common stock, amounts based on settlement date (39,025 ) — — (39,025 ) Dividends paid (10,200 ) — — (10,200 ) Borrowings (repayments) with subsidiaries 32,214 (65,909 ) 33,695 — Investment in subsidiaries (91,057 ) 91,017 40 — Net cash provided by (used in) financing activities (73,072 ) 88,375 55,280 70,583 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 117 117 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (2,161 ) 5,219 3,058 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 8,039 16,207 24,246 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 5,878 $ 21,426 $ 27,304 |