CONDENSED CONSOLIDATED FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The following tables include condensed consolidating financial information as of June 30, 2019 and December 31, 2018 , and for the three and six months ended June 30, 2019 and 2018 , respectively, 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 June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company ASSETS CURRENT ASSETS Cash and cash equivalents $ — $ 8,933 $ 28,807 $ — $ 37,740 Contracts-in-transit and vehicle receivables, net — 189,490 63,039 — 252,529 Accounts and notes receivable, net — 144,432 44,057 — 188,489 Intercompany accounts receivable 38,113 15,165 — (53,278 ) — Inventories, net — 1,458,762 334,909 — 1,793,671 Prepaid expenses and other current assets 207 28,110 61,388 — 89,705 TOTAL CURRENT ASSETS 38,320 1,844,892 532,200 (53,278 ) 2,362,134 Property and equipment, net — 1,195,512 227,474 — 1,422,986 Operating lease assets — 122,336 80,383 — 202,719 Goodwill — 861,655 101,847 — 963,502 Intangible franchise rights — 224,392 35,148 — 259,540 Investment in subsidiaries 3,231,068 — — (3,231,068 ) — Other assets — 5,948 8,932 — 14,880 TOTAL ASSETS $ 3,269,388 $ 4,254,735 $ 985,984 $ (3,284,346 ) $ 5,225,761 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Floorplan notes payable — credit facility and other, net of offset account $ — $ 1,098,936 $ 30,941 $ — $ 1,129,877 Floorplan notes payable — manufacturer affiliates, net of offset account — 293,731 132,755 — 426,486 Current maturities of long-term debt — 48,754 22,794 — 71,548 Current operating lease liabilities — 17,098 6,406 — 23,504 Accounts payable — 223,755 262,153 — 485,908 Intercompany accounts payable 1,224,502 — 63,364 (1,287,866 ) — Accrued expenses and other current liabilities 165,118 32,899 — 198,017 TOTAL CURRENT LIABILITIES 1,224,502 1,847,392 551,312 (1,287,866 ) 2,335,340 Long-term debt, net of current maturities 879,739 313,092 102,889 — 1,295,720 Operating lease liabilities, net of current portion — 113,068 80,353 — 193,421 Deferred income taxes and other liabilities 1,082 229,932 6,201 — 237,215 STOCKHOLDERS’ EQUITY Group 1 stockholders’ equity 1,164,065 2,985,839 245,229 (3,231,068 ) 1,164,065 Intercompany note receivable — (1,234,588 ) — 1,234,588 — TOTAL STOCKHOLDERS’ EQUITY 1,164,065 1,751,251 245,229 (1,996,480 ) 1,164,065 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,269,388 $ 4,254,735 $ 985,984 $ (3,284,346 ) $ 5,225,761 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, net of offset account $ — $ 1,217,765 $ 41,050 $ — $ 1,258,815 Floorplan notes payable — manufacturer affiliates, net of offset account — 276,762 141,062 — 417,824 Current maturities of long-term debt — 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 and other current liabilities — 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 Deferred income taxes and other liabilities 815 224,718 11,794 — 237,327 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 OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 2,278,681 $ 727,008 $ — $ 3,005,689 Cost of sales — 1,901,972 649,464 — 2,551,436 Gross profit — 376,709 77,544 — 454,253 Selling, general and administrative expenses 1,158 265,584 71,973 — 338,715 Depreciation and amortization expense — 14,178 3,686 — 17,864 Asset impairments — — 537 — 537 Income (loss) from operations (1,158 ) 96,947 1,348 — 97,137 Other income (expense) Floorplan interest expense — (14,000 ) (1,943 ) — (15,943 ) Other interest income (expense), net — (16,611 ) (1,350 ) — (17,961 ) Income (loss) before income taxes and equity in earnings of subsidiaries (1,158 ) 66,336 (1,945 ) — 63,233 Benefit (provision) for income taxes 239 (15,314 ) 1,067 — (14,008 ) Equity in earnings of subsidiaries 50,144 — — (50,144 ) — Net income (loss) $ 49,225 $ 51,022 $ (878 ) $ (50,144 ) $ 49,225 Comprehensive income (loss) (13,781 ) (9,761 ) (4,020 ) 13,781 (13,781 ) Comprehensive income (loss) attributable to parent $ 35,444 $ 41,261 $ (4,898 ) $ (36,363 ) $ 35,444 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2019 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company Revenues $ — $ 4,341,463 $ 1,472,602 $ — $ 5,814,065 Cost of sales — 3,617,837 1,310,472 — 4,928,309 Gross profit — 723,626 162,130 — 885,756 Selling, general and administrative expenses 3,049 517,628 145,746 — 666,423 Depreciation and amortization expense — 27,412 7,449 — 34,861 Asset impairments — — 537 — 537 Income (loss) from operations (3,049 ) 178,586 8,398 — 183,935 Other income (expense) Floorplan interest expense — (27,989 ) (3,657 ) — (31,646 ) Other interest income (expense), net — (33,786 ) (3,094 ) — (36,880 ) Income (loss) before income taxes and equity in earnings of subsidiaries (3,049 ) 116,811 1,647 — 115,409 Benefit (provision) for income taxes 729 (28,216 ) (49 ) — (27,536 ) Equity in earnings of subsidiaries 90,193 — — (90,193 ) — Net income (loss) $ 87,873 $ 88,595 $ 1,598 $ (90,193 ) $ 87,873 Comprehensive income (loss) (14,758 ) (14,345 ) (413 ) 14,758 (14,758 ) Comprehensive income (loss) attributable to parent $ 73,115 $ 74,250 $ 1,185 $ (75,435 ) $ 73,115 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2018 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company 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 income (expense) Floorplan interest expense — (12,810 ) (1,753 ) — (14,563 ) Other interest income (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 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 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2018 (Unaudited, in thousands) Group 1 Automotive, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Total Company 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 income (expense) Floorplan interest expense — (25,147 ) (3,503 ) — (28,650 ) Other interest income (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 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 STATEMENT OF CASH FLOWS Six Months Ended June 30, 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 $ 87,873 $ 126,869 $ 38,206 $ 252,948 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposition of franchises, property and equipment — 30,935 7,003 37,938 Purchases of property and equipment, including real estate — (91,528 ) (17,710 ) (109,238 ) Other (305 ) — — (305 ) Net cash provided by (used in) investing activities (305 ) (60,593 ) (10,707 ) (71,605 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on credit facility - floorplan line and other — 3,288,391 18,139 3,306,530 Repayments on credit facility - floorplan line and other — (3,396,863 ) (28,496 ) (3,425,359 ) Borrowings on credit facility - acquisition line 124,159 — — 124,159 Repayments on credit facility - acquisition line (117,934 ) — — (117,934 ) Debt issue costs — (3,056 ) — (3,056 ) Borrowings on other debt — 18,139 58,729 76,868 Principal payments on other debt — (28,834 ) (61,353 ) (90,187 ) Borrowings on debt related to real estate — 33,184 — 33,184 Principal payments on debt related to real estate, net of debt issue costs (47,938 ) (5,349 ) (53,287 ) Employee stock purchase plan purchases, net of employee tax withholdings 1,005 — — 1,005 Dividends paid (9,691 ) — — (9,691 ) Borrowings (repayments) with subsidiaries 65,852 (75,773 ) 9,921 — Investment in subsidiaries (150,959 ) 150,794 165 — Net cash provided by (used in) financing activities (87,568 ) (61,956 ) (8,244 ) (157,768 ) Effect of exchange rate changes on cash — — (755 ) (755 ) Net increase (decrease) in cash, cash equivalents, and restricted cash — 4,320 18,500 22,820 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period — 4,613 14,107 18,720 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period $ — $ 8,933 $ 32,607 $ 41,540 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30, 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 $ 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 ) Other (400 ) (255 ) — (655 ) Net cash provided by (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, net of debt issue costs — (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 |