CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The following tables include condensed consolidating financial information as of June 30, 2017 and December 31, 2016, and for the three and six months ended June 30, 2017 and 2016, 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% Senior 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, 2017



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
	(Unaudited, in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	5,878		$	20,695	$	—		$	26,573
Contracts-in-transit and vehicle receivables, net	—			165,502			51,876		—			217,378
Accounts and notes receivable, net	—			125,375			33,167		—			158,542
Intercompany accounts receivable	32,509			10,115			—		(42,624		)	—
Inventories, net	—			1,539,571			264,338		—			1,803,909
Prepaid expenses and other current assets	477			7,152			79,841		—			87,470
Total current assets	32,986			1,853,593			449,917		(42,624		)	2,293,872
PROPERTY AND EQUIPMENT, net	—			1,023,669			143,676		—			1,167,345
GOODWILL	—			805,924			72,852		—			878,776
INTANGIBLE FRANCHISE RIGHTS	—			260,534			25,155		—			285,689
INVESTMENT IN SUBSIDIARIES	2,878,385			—			—		(2,878,385		)	—
OTHER ASSETS	—			13,470			5,433		—			18,903
Total assets	$	2,911,371		$	3,957,190		$	697,033	$	(2,921,009	)	$	4,644,585

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other	$	—		$	1,202,663		$	11,421	$	—		$	1,214,084
Offset account related to floorplan notes payable - credit facility	—			(55,579		)	—		—			(55,579		)
Floorplan notes payable — manufacturer affiliates	—			297,651			132,968		—			430,619
Offset account related to floorplan notes payable - manufacturer affiliates	—			(21,000		)	—		—			(21,000		)
Current maturities of long-term debt and short-term financing	—			33,978			19,206		—			53,184
Current liabilities from interest rate risk management activities	—			1,626			—		—			1,626
Accounts payable	—			185,036			145,711		—			330,747
Intercompany accounts payable	934,759			—			42,624		(977,383		)	—
Accrued expenses	—			145,092			28,081		—			173,173
Total current liabilities	934,759			1,789,467			380,011		(977,383		)	2,126,854
LONG-TERM DEBT, net of current maturities	869,633			323,769			70,443		—			1,263,845
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	—			18,065			—		—			18,065
DEFERRED INCOME TAXES AND OTHER LIABILITIES	(937		)	259,357			5,753		—			264,173
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,107,916			2,501,291			240,826		(2,878,385		)	971,648
Intercompany note receivable	—			(934,759		)	—		934,759			—
Total stockholders’ equity	1,107,916			1,566,532			240,826		(1,943,626		)	971,648
Total liabilities and stockholders’ equity	$	2,911,371		$	3,957,190		$	697,033	$	(2,921,009	)	$	4,644,585

CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2016



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Total Company
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	8,039		$	12,953	$	—		$	20,992
Contracts-in-transit and vehicle receivables, net	—			241,097			28,411		—			269,508
Accounts and notes receivable, net	—			140,985			32,379		—			173,364
Intercompany accounts receivable	—			8,929			—		(8,929		)	—
Inventories, net	—			1,386,871			264,944		—			1,651,815
Prepaid expenses and other current assets	516			7,188			27,204		—			34,908
Total current assets	516			1,793,109			365,891		(8,929		)	2,150,587
PROPERTY AND EQUIPMENT, net	—			990,084			135,799		—			1,125,883
GOODWILL	—			805,935			70,828		—			876,763
INTANGIBLE FRANCHISE RIGHTS	—			260,534			24,342		—			284,876
INVESTMENT IN SUBSIDIARIES	2,787,328			—			—		(2,787,328		)	—
OTHER ASSETS	—			19,313			4,481		—			23,794
Total assets	$	2,787,844		$	3,868,975		$	601,341	$	(2,796,257	)	$	4,461,903

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Floorplan notes payable — credit facility and other	$	—		$	1,131,718		$	4,936	$	—		$	1,136,654
Offset account related to floorplan notes payable - credit facility	—			(59,626		)	—		—			(59,626		)
Floorplan notes payable — manufacturer affiliates	—			281,747			110,914		—			392,661
Offset account related to floorplan notes payable - manufacturer affiliates	—			(25,500		)	—		—			(25,500		)
Current maturities of long-term debt and short-term financing	—			44,659			27,760		—			72,419
Current liabilities from interest rate risk management activities	—			3,941			—		—			3,941
Accounts payable	—			211,050			145,049		—			356,099
Intercompany accounts payable	875,662			—			8,929		(884,591		)	—
Accrued expenses	—			156,648			19,821		—			176,469
Total current liabilities	875,662			1,744,637			317,409		(884,591		)	2,053,117
LONG-TERM DEBT, net of current maturities	836,056			324,540			52,213		—			1,212,809
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	—			20,470			—		—			20,470
DEFERRED INCOME TAXES AND OTHER LIABILITIES	(1,020		)	240,348			5,979		—			245,307
STOCKHOLDERS’ EQUITY:
Group 1 stockholders’ equity	1,077,146			2,414,642			225,740		(2,787,328		)	930,200
Intercompany note receivable	—			(875,662		)	—		875,662			—
Total stockholders’ equity	1,077,146			1,538,980			225,740		(1,911,666		)	930,200
Total liabilities and stockholders’ equity	$	2,787,844		$	3,868,975		$	601,341	$	(2,796,257	)	$	4,461,903

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
COMPREHENSIVE INCOME (LOSS)	—			(581		)	4,462			—			3,881
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	39,134		$	35,427		$	7,920		$	(39,467	)	$	43,014

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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, NET OF TAXES	—			2,076			8,600			—			10,676
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	73,072		$	70,265		$	15,045		$	(74,634	)	$	83,748

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30, 2016



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
	(Unaudited, in thousands)
REVENUES:	$	—		$	2,207,383		$	575,066		$	—		$	2,782,449
COST OF SALES:	—			1,862,787			509,543			—			2,372,330
GROSS PROFIT	—			344,596			65,523			—			410,119
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	605			243,312			55,105			—			299,022
DEPRECIATION AND AMORTIZATION EXPENSE	—			10,642			2,071			—			12,713
ASSET IMPAIRMENTS	—			1,024			—			—			1,024
INCOME (LOSS) FROM OPERATIONS	(605		)	89,618			8,347			—			97,360
OTHER EXPENSE:
Floorplan interest expense	—			(10,402		)	(1,191		)	—			(11,593		)
Other interest expense, net	—			(16,072		)	(633		)	—			(16,705		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(605		)	63,144			6,523			—			69,062
BENEFIT (PROVISION) FOR INCOME TAXES	227			(23,081		)	372			—			(22,482		)
EQUITY IN EARNINGS OF SUBSIDIARIES	46,958			—			—			(46,958		)	—
NET INCOME (LOSS)	$	46,580		$	40,063		$	6,895		$	(46,958	)	$	46,580
OTHER COMPREHENSIVE LOSS, NET OF TAXES	—			(3,480		)	(6,068		)	—			(9,548		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	46,580		$	36,583		$	827		$	(46,958	)	$	37,032

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Six Months Ended June 30, 2016



	Group 1 Automotive, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Total Company
	(Unaudited, in thousands)
REVENUES:	$	—		$	4,289,016		$	1,101,788		$	—		$	5,390,804
COST OF SALES:	—			3,611,709			979,874			—			4,591,583
GROSS PROFIT	—			677,307			121,914			—			799,221
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	1,808			486,327			104,552			—			592,687
DEPRECIATION AND AMORTIZATION EXPENSE	—			21,238			3,939			—			25,177
ASSET IMPAIRMENTS	—			1,533			423			—			1,956
INCOME (LOSS) FROM OPERATIONS	(1,808		)	168,209			13,000			—			179,401
OTHER EXPENSE:
Floorplan interest expense	—			(20,450		)	(2,153		)	—			(22,603		)
Other interest expense, net	—			(32,124		)	(1,510		)	—			(33,634		)
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN EARNINGS OF SUBSIDIARIES	(1,808		)	115,635			9,337			—			123,164
BENEFIT (PROVISION) FOR INCOME TAXES	677			(42,362		)	(608		)	—			(42,293		)
EQUITY IN EARNINGS OF SUBSIDIARIES	82,002			—			—			(82,002		)	—
NET INCOME (LOSS)	$	80,871		$	73,273		$	8,729		$	(82,002	)	$	80,871
OTHER COMPREHENSIVE LOSS, NET OF TAXES	—			(12,507		)	(3,913		)	—			(16,420		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO PARENT	$	80,871		$	60,766		$	4,816		$	(82,002	)	$	64,451

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	)	$	14,167		$	54,685
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 AND CASH EQUIVALENTS	—			(2,161		)	7,742			5,581
CASH AND CASH EQUIVALENTS, beginning of period	—			8,039			12,953			20,992
CASH AND CASH EQUIVALENTS, end of period	$	—		$	5,878		$	20,695		$	26,573

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2016



	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	$	80,872		$	88,538		$	3,457		$	172,867
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid in acquisitions, net of cash received	—			—			(54,739		)	(54,739		)
Proceeds from disposition of franchises, property and equipment	—			12,728			1,257			13,985
Purchases of property and equipment, including real estate	—			(59,894		)	(10,378		)	(70,272		)
Deposits for real estate and dealership acquisitions	—			(193		)	—			(193		)
Other	—			3,200			149			3,349
Net cash used in investing activities	—			(44,159		)	(63,711		)	(107,870		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on credit facility - floorplan line and other	—			3,373,126			—			3,373,126
Repayments on credit facility - floorplan line and other	—			(3,325,917		)	—			(3,325,917		)
Borrowings on credit facility - acquisition line	150,020			—			—			150,020
Repayments on credit facility - acquisition line	(140,020		)	—			—			(140,020		)
Borrowings on other debt	—			—			19,653			19,653
Principal payments on other debt	—			(461		)	(21,787		)	(22,248		)
Borrowings on debt related to real estate, net of debt issue costs	—			30,754			—			30,754
Principal payments on debt related to real estate	—			(9,611		)	(2,604		)	(12,215		)
Employee stock purchase plan purchases, net of employee tax withholdings	136			—			—			136
Repurchases of common stock, amounts based on settlement date	(115,246		)	—			—			(115,246		)
Tax effect from stock-based compensation	(85		)	—			—			(85		)
Dividends paid	(10,124		)	—			—			(10,124		)
Other	(2,736		)	(423		)	—			(3,159		)
Borrowings (repayments) with subsidiaries	233,120			(236,314		)	3,194			—
Investment in subsidiaries	(195,937		)	123,624			72,313			—
Net cash provided by (used in) financing activities	(80,872		)	(45,222		)	70,769			(55,325		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			2,256			2,256
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			(843		)	12,771			11,928
CASH AND CASH EQUIVALENTS, beginning of period	—			6,338			6,699			13,037
CASH AND CASH EQUIVALENTS, end of period	$	—		$	5,495		$	19,470		$	24,965