CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of December 31, 2018 and 2017 , and for each of the years in the three-year period ended December 31, 2018 , 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 100%-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 SHEETS As of December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 4,613 $ 11,319 $ — $ 15,932 Contracts-in-transit and vehicle receivables, net — 232,095 33,565 — 265,660 Accounts and notes receivable, net — 153,871 40,110 — 193,981 Intercompany accounts receivable 31,842 21,636 — (53,478 ) — Inventories, net — 1,468,422 375,637 — 1,844,059 Prepaid expenses and other current assets 992 32,118 49,624 — 82,734 Total current assets 32,834 1,912,755 510,255 (53,478 ) 2,402,366 PROPERTY AND EQUIPMENT, net — 1,124,559 223,276 — 1,347,835 GOODWILL — 861,628 102,297 — 963,925 INTANGIBLE FRANCHISE RIGHTS — 224,394 35,236 — 259,630 INVESTMENT IN SUBSIDIARIES 3,100,931 — — (3,100,931 ) — OTHER ASSETS — 16,165 11,154 — 27,319 Total assets $ 3,133,765 $ 4,139,501 $ 882,218 $ (3,154,409 ) $ 5,001,075 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,251,402 $ 41,050 $ — $ 1,292,452 Offset account related to floorplan notes payable - credit facility — (33,637 ) — — (33,637 ) Floorplan notes payable — manufacturer affiliates — 276,862 141,062 — 417,924 Offset account related to floorplan notes payable - manufacturer affiliates — (100 ) — — (100 ) Current maturities of long-term debt and short-term financing — 73,834 19,133 — 92,967 Current liabilities from interest rate risk management activities — 115 — — 115 Accounts payable — 200,912 218,438 — 419,350 Intercompany accounts payable 1,164,949 — 53,478 (1,218,427 ) — Accrued expenses — 164,883 32,611 — 197,494 Total current liabilities 1,164,949 1,934,271 505,772 (1,218,427 ) 2,386,565 LONG-TERM DEBT, net of current maturities 872,307 294,388 114,794 — 1,281,489 LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES — 1,696 — — 1,696 DEFERRED INCOME TAXES AND OTHER LIABILITIES 815 223,022 11,794 — 235,631 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,095,694 2,851,073 249,858 (3,100,931 ) 1,095,694 Intercompany note receivable — (1,164,949 ) — 1,164,949 — Total stockholders’ equity 1,095,694 1,686,124 249,858 (1,935,982 ) 1,095,694 Total liabilities and stockholders’ equity $ 3,133,765 $ 4,139,501 $ 882,218 $ (3,154,409 ) $ 5,001,075 CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company 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 OPERATIONS Year Ended December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company REVENUES $ — $ 8,723,258 $ 2,878,100 $ — $ 11,601,358 COST OF SALES — 7,331,950 2,544,315 — 9,876,265 GROSS PROFIT — 1,391,308 333,785 — 1,725,093 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,388 971,923 297,746 — 1,273,057 DEPRECIATION AND AMORTIZATION EXPENSE — 52,881 14,189 — 67,070 ASSET IMPAIRMENTS — 43,398 485 — 43,883 INCOME (LOSS) FROM OPERATIONS (3,388 ) 323,106 21,365 — 341,083 OTHER EXPENSE: Floorplan interest expense — (52,773 ) (7,109 ) — (59,882 ) Other interest income (expense), net — (68,085 ) (7,713 ) — (75,798 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (3,388 ) 202,248 6,543 — 205,403 BENEFIT (PROVISION) FOR INCOME TAXES 786 (44,520 ) (3,897 ) — (47,631 ) EQUITY IN EARNINGS OF SUBSIDIARIES 160,374 — — (160,374 ) — NET INCOME (LOSS) $ 157,772 $ 157,728 $ 2,646 $ (160,374 ) $ 157,772 COMPREHENSIVE INCOME (LOSS) — 9,760 (24,156 ) — (14,396 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 157,772 $ 167,488 $ (21,510 ) $ (160,374 ) $ 143,376 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company REVENUES $ — $ 8,680,565 $ 2,443,156 $ — $ 11,123,721 COST OF SALES — 7,315,252 2,162,960 — 9,478,212 GROSS PROFIT — 1,365,313 280,196 — 1,645,509 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 3,381 974,413 248,401 — 1,226,195 DEPRECIATION AND AMORTIZATION EXPENSE — 48,284 9,652 — 57,936 ASSET IMPAIRMENTS — 12,762 6,744 — 19,506 INCOME (LOSS) FROM OPERATIONS (3,381 ) 329,854 15,399 — 341,872 OTHER EXPENSE: Floorplan interest expense — (47,222 ) (5,150 ) — (52,372 ) Other interest expense, net — (66,490 ) (4,007 ) — (70,497 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (3,381 ) 216,142 6,242 — 219,003 BENEFIT (PROVISION) FOR INCOME TAXES 1,268 (6,947 ) 118 — (5,561 ) EQUITY IN EARNINGS OF SUBSIDIARIES 215,556 — — (215,556 ) — NET INCOME (LOSS) $ 213,443 $ 209,195 $ 6,360 $ (215,556 ) $ 213,442 COMPREHENSIVE INCOME (LOSS) — 8,657 15,061 — 23,718 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 213,443 $ 217,852 $ 21,421 $ (215,556 ) $ 237,160 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2016 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company REVENUES $ — $ 8,734,673 $ 2,152,939 $ — $ 10,887,612 COST OF SALES — 7,379,323 1,913,220 — 9,292,543 GROSS PROFIT — 1,355,350 239,719 — 1,595,069 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,722 954,495 213,546 — 1,170,763 DEPRECIATION AND AMORTIZATION EXPENSE — 43,472 7,762 — 51,234 ASSET IMPAIRMENTS — 21,794 11,044 — 32,838 INCOME (LOSS) FROM OPERATIONS (2,722 ) 335,589 7,367 — 340,234 OTHER EXPENSE: Floorplan interest expense — (40,444 ) (4,483 ) — (44,927 ) Other interest income (expense), net — (64,870 ) (3,066 ) — (67,936 ) INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES (2,722 ) 230,275 (182 ) — 227,371 BENEFIT (PROVISION) FOR INCOME TAXES 1,020 (83,560 ) 2,234 — (80,306 ) EQUITY IN EARNINGS OF SUBSIDIARIES 148,767 — — (148,767 ) — NET INCOME (LOSS) $ 147,065 $ 146,715 $ 2,052 $ (148,767 ) $ 147,065 COMPREHENSIVE INCOME (LOSS) 10,121 (19,081 ) (8,960 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT $ 147,065 $ 156,836 $ (17,029 ) $ (148,767 ) $ 138,105 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2018 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 157,770 $ 98,934 $ 13,274 $ 269,978 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (91,891 ) (43,452 ) (135,343 ) Proceeds from disposition of franchises, property and equipment — 101,462 6,412 107,874 Purchases of property and equipment, including real estate — (97,229 ) (43,804 ) (141,033 ) Other 501 — — 501 Net cash used in (provided by) investing activities 501 (87,658 ) (80,844 ) (168,001 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 6,858,529 95,799 6,954,328 Repayments on credit facility - floorplan line and other — (6,797,143 ) (72,913 ) (6,870,056 ) Borrowings on credit facility - acquisition line 165,346 — — 165,346 Repayments on credit facility - acquisition line (158,485 ) — — (158,485 ) Borrowings on other debt — 95,799 60,224 156,023 Principal payments on other debt (24,741 ) (48,924 ) (45,124 ) (118,789 ) Borrowings on debt related to real estate — 42,657 12,055 54,712 Principal payments on debt related to real estate — (77,781 ) (13,686 ) (91,467 ) Employee stock purchase plan purchases, net of employee tax withholdings 2,717 — — 2,717 Proceeds from termination of mortgage swap — 918 — 918 Repurchases of common stock, amounts based on settlement date (183,918 ) — — (183,918 ) Dividends paid (20,872 ) — — (20,872 ) Borrowings (repayments) with subsidiaries 289,432 (300,731 ) 11,299 — Investment in subsidiaries (227,750 ) 209,917 17,833 — Net cash provided by (used in) financing activities (158,271 ) (16,759 ) 65,487 (109,543 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (3,345 ) (3,345 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (5,483 ) (5,428 ) (10,911 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 4,613 $ 14,107 $ 18,720 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2017 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 214,595 $ (13,759 ) $ (4,321 ) $ 196,515 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (62,474 ) (46,607 ) (109,081 ) Proceeds from disposition of franchises, property and equipment — 8,345 2,363 10,708 Purchases of property and equipment, including real estate — (185,342 ) (30,490 ) (215,832 ) Other — 1,607 — 1,607 Net cash provided by (used in) investing activities — (237,864 ) (74,734 ) (312,598 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 7,019,070 — 7,019,070 Repayments on credit facility - floorplan line and other — (6,957,866 ) — (6,957,866 ) Borrowings on credit facility - acquisition line 68,086 — — 68,086 Repayment on credit facility - acquisition line (42,278 ) — — (42,278 ) Borrowings on other debt 25,054 19 140,629 165,702 Principal payments on other debt (313 ) (718 ) (120,168 ) (121,199 ) Borrowings on debt related to real estate — 46,419 28,890 75,309 Principal payments on debt related to real estate loans — (22,931 ) (6,460 ) (29,391 ) Issuance of common stock to benefit plans, net 4,603 — — 4,603 Repurchases of common stock, amounts based on settlement date (40,094 ) — — (40,094 ) Dividends paid (20,466 ) — — (20,466 ) Borrowings (repayments) with subsidiaries 2,892 (32,719 ) 29,827 — Investment in subsidiaries (212,079 ) 202,406 9,673 — Net cash provided by (used in) financing activities (214,595 ) 253,680 82,391 121,476 EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (8 ) (8 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 2,057 3,328 5,385 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 8,039 16,207 24,246 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 10,096 $ 19,535 $ 29,631 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2016 (In thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Company CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 147,065 $ 238,552 $ (1,520 ) $ 384,097 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — — (57,327 ) (57,327 ) Proceeds from disposition of franchises, property and equipment — 35,317 1,526 36,843 Purchases of property and equipment, including real estate — (138,263 ) (18,258 ) (156,521 ) Other — 2,748 217 2,965 Net cash provided by (used in) investing activities — (100,198 ) (73,842 ) (174,040 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 6,597,406 — 6,597,406 Repayments on credit facility - floorplan line and other — (6,676,161 ) — (6,676,161 ) Borrowings on credit facility - acquisition line 220,020 — — 220,020 Repayment on credit facility - acquisition line (220,020 ) — — (220,020 ) Borrowings on other debt — — 49,972 49,972 Principal payments on other debt — (923 ) (45,005 ) (45,928 ) Borrowings on debt related to real estate, net of debt issue costs (2,997 ) 42,138 — 39,141 Principal payments on debt related to real estate loans — (20,309 ) (5,154 ) (25,463 ) Issuance of common stock to benefit plans, net 3,868 — — 3,868 Repurchases of common stock, amounts based on settlement date (127,606 ) — — (127,606 ) Tax effect from stock-based compensation (249 ) — — (249 ) Dividends paid (19,987 ) — — (19,987 ) Borrowings (repayments) with subsidiaries 399,151 (406,888 ) 7,737 — Investment in subsidiaries (399,245 ) 328,084 71,161 — Net cash provided by (used in) financing activities (147,065 ) (136,653 ) 78,711 (205,007 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 2,145 2,145 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 1,701 5,494 7,195 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 6,338 10,713 17,051 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,039 $ 16,207 $ 24,246 |