CONDENSED CONSOLIDATED FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of September 30, 2018 and December 31, 2017 , and for the nine months ended September 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 September 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 9,062 $ 22,965 $ — $ 32,027 Contracts-in-transit and vehicle receivables, net — 169,199 66,410 — 235,609 Accounts and notes receivable, net — 133,506 35,812 — 169,318 Intercompany accounts receivable 32,585 51,159 — (83,744 ) — Inventories, net — 1,392,370 341,386 — 1,733,756 Prepaid expenses and other current assets 214 23,953 53,829 — 77,996 Total current assets 32,799 1,779,249 520,402 (83,744 ) 2,248,706 PROPERTY AND EQUIPMENT, net — 1,125,421 225,508 — 1,350,929 GOODWILL — 865,062 103,709 — 968,771 INTANGIBLE FRANCHISE RIGHTS — 239,738 36,547 — 276,285 INVESTMENT IN SUBSIDIARIES 3,194,823 — — (3,194,823 ) — OTHER ASSETS — 25,028 11,147 — 36,175 Total assets $ 3,227,622 $ 4,034,498 $ 897,313 $ (3,278,567 ) $ 4,880,866 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,126,477 $ 28,557 $ — $ 1,155,034 Offset account related to floorplan notes payable - credit facility — (71,397 ) — — (71,397 ) Floorplan notes payable — manufacturer affiliates — 259,697 155,918 — 415,615 Offset account related to floorplan notes payable - manufacturer affiliates — (20,500 ) — — (20,500 ) Current maturities of long-term debt and short-term financing — 63,940 12,140 — 76,080 Current liabilities from interest rate risk management activities — 311 — — 311 Accounts payable — 202,823 225,618 — 428,441 Intercompany accounts payable 1,088,282 — 51,159 (1,139,441 ) — Accrued expenses — 170,607 36,475 — 207,082 Total current liabilities 1,088,282 1,731,958 509,867 (1,139,441 ) 2,190,666 LONG-TERM DEBT, net of current maturities 872,477 311,592 120,058 — 1,304,127 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 444 — — 444 DEFERRED INCOME TAXES AND OTHER LIABILITIES 1,148 224,405 11,730 — 237,283 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,265,715 2,821,796 255,658 (3,194,823 ) 1,148,346 Intercompany note receivable — (1,055,697 ) — 1,055,697 — Total stockholders’ equity 1,265,715 1,766,099 255,658 (2,139,126 ) 1,148,346 Total liabilities and stockholders’ equity $ 3,227,622 $ 4,034,498 $ 897,313 $ (3,278,567 ) $ 4,880,866 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 September 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,200,230 $ 688,828 $ — $ 2,889,058 COST OF SALES — 1,847,757 606,200 — 2,453,957 GROSS PROFIT — 352,473 82,628 — 435,101 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 323 240,167 76,281 — 316,771 DEPRECIATION AND AMORTIZATION EXPENSE — 13,510 3,471 — 16,981 ASSET IMPAIRMENTS — 23,159 — — 23,159 (LOSS) INCOME FROM OPERATIONS (323 ) 75,637 2,876 — 78,190 OTHER EXPENSE: Floorplan interest expense — (12,903 ) (1,782 ) — (14,685 ) Other interest expense, net — (17,272 ) (1,868 ) — (19,140 ) (LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (323 ) 45,462 (774 ) — 44,365 BENEFIT (PROVISION) FOR INCOME TAXES 58 (9,120 ) (525 ) — (9,587 ) EQUITY IN EARNINGS OF SUBSIDIARIES 35,042 — — (35,042 ) — NET INCOME (LOSS) $ 34,777 $ 36,342 $ (1,299 ) $ (35,042 ) $ 34,778 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES — 3,522 (5,908 ) — (2,386 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 34,777 $ 39,864 $ (7,207 ) $ (35,042 ) $ 32,392 Nine Months Ended September 30, 2018 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 6,456,718 $ 2,235,828 $ — $ 8,692,546 COST OF SALES — 5,417,890 1,981,629 — 7,399,519 GROSS PROFIT — 1,038,828 254,199 — 1,293,027 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,726 721,255 225,229 — 949,210 DEPRECIATION AND AMORTIZATION EXPENSE — 39,431 10,530 — 49,961 ASSET IMPAIRMENTS — 27,427 — — 27,427 (LOSS) INCOME FROM OPERATIONS (2,726 ) 250,715 18,440 — 266,429 OTHER EXPENSE: Floorplan interest expense — (38,050 ) (5,285 ) — (43,335 ) Other interest expense, net — (51,620 ) (5,754 ) — (57,374 ) (LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,726 ) 161,045 7,401 — 165,720 BENEFIT (PROVISION) FOR INCOME TAXES 635 (36,457 ) (2,844 ) — (38,666 ) EQUITY IN EARNINGS OF SUBSIDIARIES 129,145 — — (129,145 ) — NET INCOME (LOSS) $ 127,054 $ 124,588 $ 4,557 $ (129,145 ) $ 127,054 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES — 16,705 (22,223 ) — (5,518 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 127,054 $ 141,293 $ (17,666 ) $ (129,145 ) $ 121,536 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 2,301,958 $ 710,334 $ — $ 3,012,292 COST OF SALES — 1,948,390 632,482 — 2,580,872 GROSS PROFIT — 353,568 77,852 — 431,420 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 433 259,119 68,775 — 328,327 DEPRECIATION AND AMORTIZATION EXPENSE — 12,380 2,679 — 15,059 ASSET IMPAIRMENTS — 9,526 — — 9,526 INCOME (LOSS) FROM OPERATIONS (433 ) 72,543 6,398 — 78,508 OTHER EXPENSE: Floorplan interest expense — (12,014 ) (1,477 ) — (13,491 ) Other interest expense, net — (16,726 ) (1,148 ) — (17,874 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (433 ) 43,803 3,773 — 47,143 BENEFIT (PROVISION) FOR INCOME TAXES 163 (16,423 ) (1,002 ) — (17,262 ) EQUITY IN EARNINGS OF SUBSIDIARIES 30,151 — — (30,151 ) — NET INCOME (LOSS) $ 29,881 $ 27,380 $ 2,771 $ (30,151 ) $ 29,881 OTHER COMPREHENSIVE INCOME, NET OF TAXES — 1,454 8,399 — 9,853 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 29,881 $ 28,834 $ 11,170 $ (30,151 ) $ 39,734 Nine Months Ended September 30, 2017 Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company (Unaudited, in thousands) REVENUES $ — $ 6,393,367 $ 1,809,949 $ — $ 8,203,316 COST OF SALES — 5,378,731 1,604,751 — 6,983,482 GROSS PROFIT — 1,014,636 205,198 — 1,219,834 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,932 733,744 179,998 — 916,674 DEPRECIATION AND AMORTIZATION EXPENSE — 35,873 6,885 — 42,758 ASSET IMPAIRMENTS — 9,526 — — 9,526 (LOSS) INCOME FROM OPERATIONS (2,932 ) 235,493 18,315 — 250,876 OTHER EXPENSE: Floorplan interest expense — (34,954 ) (3,705 ) — (38,659 ) Other interest expense, net — (49,568 ) (2,620 ) — (52,188 ) (LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,932 ) 150,971 11,990 — 160,029 BENEFIT (PROVISION) FOR INCOME TAXES 1,100 (55,402 ) (2,774 ) — (57,076 ) EQUITY IN EARNINGS OF SUBSIDIARIES 104,785 — — (104,785 ) — NET INCOME (LOSS) $ 102,953 $ 95,569 $ 9,216 $ (104,785 ) $ 102,953 OTHER COMPREHENSIVE INCOME, NET OF TAXES — 3,531 16,998 — 20,529 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 102,953 $ 99,100 $ 26,214 $ (104,785 ) $ 123,482 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 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 $ 127,073 $ 192,976 $ 37,366 $ 357,415 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (91,890 ) (43,452 ) (135,342 ) Proceeds from disposition of franchises, property and equipment — 101,364 6,340 107,704 Purchases of property and equipment, including real estate — (79,490 ) (38,725 ) (118,215 ) Deposits for real estate and dealership acquisitions 381 — — 381 Net cash provided by (used in) investing activities 381 (70,016 ) (75,837 ) (145,472 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 5,036,149 70,661 5,106,810 Repayments on credit facility - floorplan line and other — (5,124,860 ) (60,365 ) (5,185,225 ) Borrowings on credit facility - acquisition line 98,596 — — 98,596 Repayments on credit facility - acquisition line (91,450 ) — — (91,450 ) Borrowings on other debt — 70,661 52,637 123,298 Principal payments on other debt (24,741 ) (36,198 ) (44,612 ) (105,551 ) Borrowings on debt related to real estate — 42,657 12,055 54,712 Principal payments on debt related to real estate — (71,762 ) (11,480 ) (83,242 ) Employee stock purchase plan purchases, net of employee tax withholdings 1,529 — — 1,529 Repurchases of common stock, amounts based on settlement date (108,623 ) — — (108,623 ) Proceeds from termination of mortgage swap — 918 — 918 Dividends paid (16,014 ) — — (16,014 ) Borrowings (repayments) with subsidiaries 208,665 (219,177 ) 10,512 — Investment in subsidiaries (195,416 ) 177,618 17,798 — Net cash (used in) provided by financing activities (127,454 ) (123,994 ) 47,206 (204,242 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (2,941 ) (2,941 ) NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (1,034 ) 5,794 4,760 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 9,062 $ 25,329 $ 34,391 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Nine Months Ended September 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 operating activities $ 102,951 $ 188,979 $ 15,304 $ 307,234 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (62,475 ) (46,607 ) (109,082 ) Proceeds from disposition of franchises, property and equipment — 2,807 2,326 5,133 Purchases of property and equipment, including real estate — (131,622 ) (12,688 ) (144,310 ) Other — 1,526 — 1,526 Net cash used in investing activities — (189,764 ) (56,969 ) (246,733 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 5,053,598 — 5,053,598 Repayments on credit facility - floorplan line and other — (5,108,475 ) — (5,108,475 ) Borrowings on credit facility - acquisition line 68,085 — — 68,085 Repayments on credit facility - acquisition line (35,576 ) — — (35,576 ) Borrowings on other debt 25,054 — 101,262 126,316 Principal payments on other debt — (787 ) (87,914 ) (88,701 ) Borrowings on debt related to real estate — 10,156 28,875 39,031 Principal payments on debt related to real estate — (16,819 ) (4,450 ) (21,269 ) Employee stock purchase plan purchases, net of employee tax withholdings 4,196 — — 4,196 Repurchases of common stock, amounts based on settlement date (40,094 ) — — (40,094 ) Dividends paid (15,221 ) — — (15,221 ) Borrowings (repayments) with subsidiaries 74,826 (110,857 ) 36,031 — Investment in subsidiaries (184,221 ) 174,576 9,645 — Net cash provided by (used in) financing activities (102,951 ) 1,392 83,449 (18,110 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 867 867 NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 607 42,651 43,258 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 8,039 16,207 24,246 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,646 $ 58,858 $ 67,504 |