CONDENSED CONSOLIDATED FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of March 31, 2019 and December 31, 2018 , and for the three months ended March 31, 2019 and 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 SHEET As of March 31, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 10,245 $ 23,378 $ — $ 33,623 Contracts-in-transit and vehicle receivables, net — 183,894 77,300 — 261,194 Accounts and notes receivable, net — 137,168 48,143 — 185,311 Intercompany accounts receivable 29,338 14,433 — (43,771 ) — Inventories, net — 1,499,284 361,623 — 1,860,907 Prepaid expenses and other current assets 643 21,541 69,852 — 92,036 TOTAL CURRENT ASSETS 29,981 1,866,565 580,296 (43,771 ) 2,433,071 Property and equipment, net — 1,143,606 227,137 — 1,370,743 Operating lease assets — 127,140 87,636 — 214,776 Goodwill — 861,661 104,221 — 965,882 Intangible franchise rights — 224,393 36,072 — 260,465 Investment in subsidiaries 3,192,888 — — (3,192,888 ) — Other assets — 10,363 8,191 — 18,554 TOTAL ASSETS $ 3,222,869 $ 4,233,728 $ 1,043,553 $ (3,236,659 ) $ 5,263,491 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Floorplan notes payable — credit facility and other $ — $ 1,224,583 $ 31,201 $ — $ 1,255,784 Offset account related to floorplan notes payable - credit facility — (72,728 ) — — (72,728 ) Floorplan notes payable — manufacturer affiliates — 297,788 146,215 — 444,003 Offset account related to floorplan notes payable - manufacturer affiliates — (26,000 ) — — (26,000 ) Current maturities of long-term debt and short-term financing — 66,542 29,817 — 96,359 Current operating lease liabilities — 17,751 6,156 — 23,907 Accounts payable — 218,615 288,733 — 507,348 Intercompany accounts payable 1,223,548 — 53,171 (1,276,719 ) — Accrued expenses and other current liabilities 172,288 35,781 — 208,069 TOTAL CURRENT LIABILITIES 1,223,548 1,898,839 591,074 (1,276,719 ) 2,436,742 Long-term debt, net of current maturities 870,384 283,850 108,348 — 1,262,582 Operating lease liabilities, net of current portion — 117,067 87,264 — 204,331 Liabilities from interest rate risk management activities — 2,430 — — 2,430 Deferred income taxes 1,224 221,726 6,743 — 229,693 STOCKHOLDERS’ EQUITY: Group 1 stockholders’ equity 1,127,713 2,942,764 250,124 (3,192,888 ) 1,127,713 Intercompany note receivable — (1,232,948 ) — 1,232,948 — TOTAL STOCKHOLDERS’ EQUITY 1,127,713 1,709,816 250,124 (1,959,940 ) 1,127,713 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,222,869 $ 4,233,728 $ 1,043,553 $ (3,236,659 ) $ 5,263,491 CONDENSED CONSOLIDATED BALANCE SHEET 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 Accounts payable — 200,912 218,438 — 419,350 Intercompany accounts payable 1,164,949 — 53,478 (1,218,427 ) — Accrued expenses — 164,998 32,611 — 197,609 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 STATEMENTS OF INCOME Three Months Ended March 31, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 2,062,782 $ 745,594 $ — $ 2,808,376 Cost of Sales — 1,715,865 661,008 — 2,376,873 Gross Profit — 346,917 84,586 — 431,503 Selling, General and Administrative Expenses 1,891 252,044 73,773 — 327,708 Depreciation and Amortization Expense — 13,234 3,763 — 16,997 Income (loss) from operations (1,891 ) 81,639 7,050 — 86,798 Other expense: Floorplan interest expense — (13,989 ) (1,714 ) — (15,703 ) Other interest income (expense), net — (17,175 ) (1,744 ) — (18,919 ) Income (loss) before income taxes and equity in earnings of subsidiaries (1,891 ) 50,475 3,592 — 52,176 Benefit (provision) for income taxes 490 (12,902 ) (1,116 ) — (13,528 ) Equity in earnings of subsidiaries 40,049 — — (40,049 ) — Net income (loss) $ 38,648 $ 37,573 $ 2,476 $ (40,049 ) $ 38,648 Comprehensive income (loss) (977 ) (4,584 ) 3,607 977 (977 ) Comprehensive income (loss) attributable to parent $ 37,671 $ 32,989 $ 6,083 $ (39,072 ) $ 37,671 Three Months Ended March 31, 2019 REVENUES COST OF SALES GROSS PROFIT SELLING, GENERAL AND ADMINISTRATIVE EXPENSES DEPRECIATION AND AMORTIZATION EXPENSE ASSET IMPAIRMENTS (LOSS) INCOME FROM OPERATIONS OTHER EXPENSE: Floorplan interest expense Other interest expense, net (LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES BENEFIT (PROVISION) FOR INCOME TAXES EQUITY IN EARNINGS OF SUBSIDIARIES NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 2,088,487 $ 771,539 $ — $ 2,860,026 Cost of Sales — 1,752,802 687,461 — 2,440,263 Gross Profit — 335,685 84,078 — 419,763 Selling, General and Administrative Expenses 1,768 249,165 73,414 — 324,347 Depreciation and Amortization Expense — 12,881 3,461 — 16,342 Income (loss) from operations (1,768 ) 73,639 7,203 — 79,074 Other expense: Floorplan interest expense — (12,337 ) (1,750 ) — (14,087 ) Other interest income (expense), net — (17,017 ) (1,803 ) — (18,820 ) Income (loss) before income taxes and equity in earnings of subsidiaries (1,768 ) 44,285 3,650 — 46,167 Benefit (provision) for income taxes 424 (9,780 ) (997 ) — (10,353 ) Equity in earnings of subsidiaries 37,158 — — (37,158 ) — Net income (loss) $ 35,814 $ 34,505 $ 2,653 $ (37,158 ) $ 35,814 Comprehensive income (loss) — 9,405 7,871 — 17,276 Comprehensive income (loss) attributable to parent $ 35,814 $ 43,910 $ 10,524 $ (37,158 ) $ 53,090 Three Months Ended March 31, 2018 REVENUES COST OF SALES GROSS PROFIT SELLING, GENERAL AND ADMINISTRATIVE EXPENSES DEPRECIATION AND AMORTIZATION EXPENSE ASSET IMPAIRMENTS (LOSS) INCOME FROM OPERATIONS OTHER EXPENSE: Floorplan interest expense Other interest expense, net (LOSS) INCOME BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES BENEFIT (PROVISION) FOR INCOME TAXES EQUITY IN EARNINGS OF SUBSIDIARIES NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME, NET OF TAXES COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 2019 (Unaudited, 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 $ 32,601 $ 71,795 $ 23,543 $ 127,939 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposition of franchises, property and equipment — 33,178 1,947 35,125 Purchases of property and equipment, including real estate — (36,614 ) (5,097 ) (41,711 ) Other (200 ) — — (200 ) Net cash provided by (used in) investing activities (200 ) (3,436 ) (3,150 ) (6,786 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 1,624,256 7,288 1,631,544 Repayments on credit facility - floorplan line and other — (1,679,425 ) (18,030 ) (1,697,455 ) Borrowings on credit facility - acquisition line 107,777 — — 107,777 Repayments on credit facility - acquisition line (111,466 ) — — (111,466 ) Borrowings on other debt — 7,288 13,041 20,329 Principal payments on other debt — (18,206 ) (8,487 ) (26,693 ) Principal payments on debt related to real estate — (17,702 ) (3,162 ) (20,864 ) Employee stock purchase plan purchases, net of employee tax withholdings (830 ) — — (830 ) Dividends paid (4,841 ) — — (4,841 ) Borrowings (repayments) with subsidiaries 69,908 (68,496 ) (1,412 ) — Investment in subsidiaries (92,949 ) 92,790 159 — Net cash provided by (used in) financing activities (32,401 ) (59,495 ) (10,603 ) (102,499 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — (519 ) (519 ) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — 8,864 9,271 18,135 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 4,613 14,107 18,720 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 13,477 $ 23,378 $ 36,855 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 (Unaudited, 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 $ 35,814 $ 114,862 $ (1,894 ) $ 148,782 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid in acquisitions, net of cash received — (31,414 ) (40,085 ) (71,499 ) Proceeds from disposition of franchises, property and equipment — 918 2,022 2,940 Purchases of property and equipment, including real estate — (34,101 ) (13,847 ) (47,948 ) Other — 140 — 140 Net cash provided by (used in) investing activities — (64,457 ) (51,910 ) (116,367 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on credit facility - floorplan line and other — 1,612,866 43,326 1,656,192 Repayments on credit facility - floorplan line and other — (1,675,917 ) (26,530 ) (1,702,447 ) Borrowings on credit facility - acquisition line 66,945 — — 66,945 Repayments on credit facility - acquisition line (66,444 ) — — (66,444 ) Borrowings on other debt — 43,326 22,288 65,614 Principal payments on other debt (24,742 ) (1,987 ) (13,349 ) (40,078 ) Borrowings on debt related to real estate — 34,817 12,018 46,835 Principal payments on debt related to real estate — (31,000 ) (6,819 ) (37,819 ) Employee stock purchase plan purchases, net of employee tax withholdings (1,638 ) — — (1,638 ) Repurchases of common stock, amounts based on settlement date (9,199 ) — — (9,199 ) Dividends paid (5,495 ) — — (5,495 ) Borrowings (repayments) with subsidiaries 22,730 (50,554 ) 27,824 — Investment in subsidiaries (17,971 ) 16,822 1,149 — Net cash provided by (used in) financing activities (35,814 ) (51,627 ) 59,907 (27,534 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — 47 47 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — (1,222 ) 6,150 4,928 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 10,096 19,535 29,631 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,874 $ 25,685 $ 34,559 |