GROUP 1 AUTOMOTIVE INC - FORM 8-K - EX-99.1 - EXHIBIT 99.1 PRESS RELEASE

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8-K - 8-K - GROUP 1 AUTOMOTIVE INC	a20143rdquarterearningsrel.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Group 1 Automotive Reports 12 Percent Third Quarter Revenue Growth

Delivers Record Adjusted EPS and Brazil Returns to Profitability

HOUSTON, October 23, 2014 - Group 1 Automotive, Inc. (NYSE: GPI), an international, Fortune 500 automotive retailer, today reported 2014 third quarter adjusted net income of $39.8 million, which equates to a diluted earnings per common share of $1.57. Total revenue grew 12.2 percent to an all-time record of $2.6 billion.

The quarter included several significant non-recurring charges, especially relating to a convertible senior notes repurchase, which resulted in GAAP net income and diluted earnings per share of $26.2 million and $1.03, respectively. Adjusted net income increased 21.0 percent from the comparable, adjusted prior-year period. On a GAAP basis, net income decreased 20.2 percent from the comparable prior-year period.

Year-to-date 2014 adjusted net income increased 9.1 percent. Adjusted diluted earnings per common share for the first nine months of 2014 were $4.22. On a GAAP basis, net income decreased 19.4 percent from the comparable prior-year period.

Adjusted net income for the third quarter of 2014 excludes $13.6 million of net, after-tax adjustments, including $17.9 million of charges related to the repurchase of our 2.25% and 3.00% convertible notes, and $6.6 million of asset impairments primarily associated with the pending disposition of vacated U.S. dealership real estate and three Renault franchises in Brazil. These charges were partially offset by a net $8.6 million gain on the sale of U.S. dealerships and associated real estate, and a $3.4 million income tax benefit related to deductible goodwill in Brazil.

“We are delighted to announce all-time record earnings this quarter, with the results driven by strong expense leverage and significant revenue increases across all of our business sectors,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “Our International businesses were major factors in our success, with our United Kingdom operations delivering all-time record earnings for the quarter and our Brazilian operations returning to profitability following a significant restructuring.”

Financial Highlights for Third Quarter 2014 (year-over-year comparable basis)


▪	Total revenue increased 12.2 percent to $2.6 billion, an all-time quarterly record. Total gross profit grew 13.7 percent to $374.7 million.


▪	New vehicle revenues increased 9.7 percent on 5.2 percent higher unit sales. New vehicle gross profit increased 9.5 percent to $80.2 million as margins rose 4.1 percent or $71 per unit, to $1,803.


▪	Retail used vehicle revenues increased 16.2 percent on increased unit sales of 10.4 percent. Retail used vehicle gross profit increased $6.8 million to $44.3 million, though gross profit per unit sold decreased 3.3 percent, or $52 per unit.


▪	Parts and service gross profit increased 15.5 percent on revenue growth of 14.3 percent. Same Store parts and service revenue increased 7.4 percent.

▪

Finance and Insurance (F&I) gross profit per retail unit increased 9.8 percent to $1,325 per unit. Same Store consolidated F&I gross profit per retail unit increased 9.3 percent to $1,336 per unit. U.S. Same Store F&I gross profit per retail unit increased 5.4 percent to a record $1,475 per unit. U.K. Same Store performance increased 20.3 percent to $747. Brazilian performance increased 47.6 percent to $586.


▪	Adjusted SG&A expenses as a percent of gross profit improved 120 basis points to 73.9 percent. Adjusted Same Store SG&A expenses as a percent of gross profit improved 240 basis points to 74.7 percent in the U.K., and 100 basis points to 71.8 percent in the U.S.


▪	Quarter-to-date fully diluted common shares outstanding averaged 24.4 million shares, down roughly 1.8 million shares from the second quarter, due to the Company’s redemption of outstanding convertible securities.

Segment Results for Third Quarter 2014 (year-over-year comparable basis)


▪	United States:

The Company’s U.S. revenues were $2.2 billion, an increase of 15.1 percent. The revenue growth was primarily explained by unit sales increases of 11.5 percent in new vehicles and 12.2 percent in retail used vehicles, as well as an increase of 14.1 percent in parts and service revenue. This strong revenue growth drove gross profit growth of 14.9 percent, reflecting the higher new and used retail volumes, expanded parts and service margins of 70 basis points, and an F&I increase of 17.9 percent, or $75, to $1,450 per retail unit. As the Company has rebalanced its U.S. dealership portfolio over the past 12 months, consolidated results differ significantly from Same Store results.

On a comparable adjusted basis, SG&A expense as a percent of gross profit improved 110 basis points to 72.9 percent, operating margin was 3.6 percent and pretax margin was 2.6 percent. The Company’s U.S. operations accounted for 82.8 percent of total revenues, 85.9 percent of total gross profit and 90.1 percent of the Company’s adjusted pretax income.


▪	United Kingdom:

The Company’s U.K. operations accounted for 9.6 percent of total revenues, 8.0 percent of total gross profit, and 9.2 percent of the Company’s adjusted pretax income. Total revenue increased 7.4 percent to $252.2 million, and gross profit increased 17.0 percent. Revenue growth was primarily driven by 35.3 percent and 2.5 percent increases in new and used vehicle retail gross profit per unit sold, respectively, and continued strong growth in parts and service revenue which was up 21.8 percent for the quarter.

On a comparable adjusted basis, SG&A expense as a percent of gross profit improved 230 basis points to 74.7 percent.


▪	Brazil:

After a challenging second quarter due to further deterioration in the Brazilian auto industry and business disruption due to the World Cup, the Company’s Brazilian operation returned to profit in the third quarter. The return to profitability was driven by an organizational restructuring, which eliminated 150 positions, 10 percent of total headcount. Additional headcount reductions will occur with the disposal of 3 Renault dealerships in the fourth quarter.

The Company’s Brazil operations accounted for 7.6 percent of total revenues, 6.1 percent of total gross profit and 0.6 percent of the Company’s adjusted pretax income. Gross profit was $22.9 million on revenues of $198.6 million. Improvements in gross profit per unit sold were driven by a 45.3 percent increase in F&I and a 24.0 percent increase in used vehicle retail margins. Growth in used vehicle retail sales and parts and service were the primary revenue contributors with 12.2 percent and 9.8 percent increases, respectively. F&I, used vehicles, and parts and service gross profit improved by 18.6 percent, 11.7 percent, and 9.1 percent, respectively.

On a comparable adjusted basis, SG&A expense as a percent of gross profit was at 86.9 percent, operating margin was 1.2 percent and pretax margin was 0.2 percent. On a sequential basis, adjusted SG&A expense as a percent of gross profit improved 8.2 percentage points, a significant drop from 95.1 percent in the second quarter of 2014.

“Despite continued weakness in the Brazilian auto market, our Brazilian business returned to profit in the third quarter,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “This was accomplished by quick and decisive action by our Brazilian management to restructure our operations to reflect the lower overall market sales levels. I continue to be impressed by the intensity and professionalism of our Brazilian teammates.”

Capital Restructure

As previously announced, on September 4, 2014, the Company redeemed all of its 2.25% Convertible Senior Notes due 2036. In conjunction with the redemption of the 2.25% Convertible Senior Notes, the Company issued an additional $200.0 million aggregate principal amount of its 5.00% Senior Notes due 2022. Also during September 2014, the Company purchased the remaining $22,550,000 in aggregate principal amount of its outstanding 3.00% Convertible Senior Notes due 2020.

“We significantly simplified our balance sheet this quarter by repurchasing both the remainder of our 3.00% Convertible Senior Notes and all of our outstanding 2.25% Convertible Senior Notes,” said John C. Rickel, Group 1’s senior vice president and chief financial officer. These actions will reduce our ongoing diluted share count by approximately 2.7 million shares, and remove a significant amount of variability from our ongoing quarterly results.”

Share Repurchase Authorization

During the quarter, the Company repurchased 230,200 shares at an average price per share of $73.09 for a total of $16.8 million. As of September 30, 2014, approximately $37.7 million remains available under the Company's prior common stock share repurchase authorization. Purchases may be made from time to time, based on market conditions, legal requirements and other corporate considerations, in the open market or in privately negotiated transactions.

Corporate Development

As previously announced during the third quarter, the Company acquired a Chevrolet franchise and Mazda franchise in Houston, Texas; a Mercedes-Benz franchise and Sprinter franchise in the greater metropolitan area of San Antonio, Texas; and a Mercedes-Benz franchise in Campo Grande, the capital of the Brazilian state of Mato Grosso do Sul. These franchises are expected to generate approximately $370 million in annual revenues.

Also during the third quarter, as previously announced, the Company divested its BMW, MINI, Mercedes-Benz and Sprinter franchises and associated dealership real estate on Long Island in New York. The Company also disposed of a Honda franchise in Freehold, New Jersey. In total, these dealerships generated approximately $325 million in trailing-twelve-month revenues.

On September 30, 2014, the Company divested a Volkswagen franchise in Holiday, Florida, which generated trailing-twelve-month revenues of approximately $15 million. Additionally, the Company signed a letter of intent to dispose of three Renault stores in Brazil later this year. Detail and trailing-twelve-month revenues will be disclosed at that time.

Year-to-date, the Company has acquired 12 franchises worldwide that are expected to generate approximately $680 million in annual revenues and has disposed of 7 franchises that generated trailing-twelve-month revenues of roughly $390 million.

Third Quarter Earnings Conference Call Details

Senior management will host a conference call today at 10 a.m. ET to discuss the third quarter financial results and the Company’s outlook and strategy.

The conference call will be simulcast live on the Internet at www.group1auto.com, then click on ‘Investor Relations’ and then ‘Events’ or through this link: www.group1corp.com/events. A webcast replay will be available for 30 days.

The conference call will also be available live by dialing in 15 minutes prior to the start of the call at:

Domestic: 1-888-317-6003

International: 1-412-317-6061

Conference ID: 3198212

A telephonic replay will be available following the call through November 20, 2014 by dialing:

Domestic: 1-877-344-7529

International: 1-412-317-0088

Replay Pin: 1936175

About Group 1 Automotive, Inc.

Group 1 owns and operates 150 automotive dealerships, 192 franchises, and 37 collision centers in the United States, the United Kingdom and Brazil that offer 34 brands of automobiles. Through its dealerships, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.

Group 1 Automotive can be reached on the Internet at www.group1auto.com.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “should,” “foresee,” “may” or “will” and similar expressions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, and (i) our ability to retain key personnel. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

SOURCE: Group 1 Automotive, Inc.

Investor contacts:

Sheila Roth

Manager, Investor Relations

Group 1 Automotive, Inc.

713-647-5741 | sroth@group1auto.com

Media contacts:

Pete DeLongchamps

V.P. Manufacturer Relations, Financial Services and Public Affairs

Group 1 Automotive, Inc.

713-647-5770 | pdelongchamps@group1auto.com

Clint Woods

Pierpont Communications, Inc.

713-627-2223 | cwoods@piercom.com



Group 1 Automotive, Inc.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,521,246		$	1,386,667		9.7
Used vehicle retail sales	615,924			529,828			16.2
Used vehicle wholesale sales	100,347			85,800			17.0
Parts and service	291,816			255,316			14.3
Finance and insurance	97,115			82,536			17.7
Total revenues	2,626,448			2,340,147			12.2
COST OF SALES:
New vehicle retail sales	1,441,016			1,313,372			9.7
Used vehicle retail sales	571,613			488,346			17.1
Used vehicle wholesale sales	101,643			87,334			16.4
Parts and service	137,467			121,633			13.0
Total cost of sales	2,251,739			2,010,685			12.0
GROSS PROFIT	374,709			329,462			13.7
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	264,233			246,863			7.0
DEPRECIATION AND AMORTIZATION EXPENSE	10,746			9,093			18.2
ASSET IMPAIRMENTS	9,373			565			1,558.9
OPERATING INCOME	90,357			72,941			23.9
OTHER EXPENSE:
Floorplan interest expense	(10,452		)	(10,690		)	(2.2	)
Other interest expense, net	(13,246		)	(9,971		)	32.8
Loss on repurchase of long-term debt	(22,790		)	—			100.0
INCOME BEFORE INCOME TAXES	43,869			52,280			(16.1	)
PROVISION FOR INCOME TAXES	(17,707		)	(19,515		)	(9.3	)
NET INCOME	$	26,162		$	32,765		(20.2	)
Earnings allocated to participating securities	$	(1,000	)	$	(1,320	)	(24.2	)
Earnings available to diluted common shares	$	25,162		$	31,445		(20.0	)
DILUTED EARNINGS PER SHARE	$	1.03		$	1.19		(13.4	)
Weighted average dilutive common shares outstanding	24,432			26,342			(7.3	)
Weighted average participating securities	971			1,100			(11.7	)
Total weighted average shares outstanding	25,403			27,442			(7.4	)



	Nine Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	4,256,146		$	3,873,121		9.9
Used vehicle retail sales	1,743,071			1,536,031			13.5
Used vehicle wholesale sales	284,491			243,667			16.8
Parts and service	844,340			753,776			12.0
Finance and insurance	270,901			232,494			16.5
Total revenues	7,398,949			6,639,089			11.4
COST OF SALES:
New vehicle retail sales	4,028,164			3,656,825			10.2
Used vehicle retail sales	1,610,293			1,410,768			14.1
Used vehicle wholesale sales	281,434			242,267			16.2
Parts and service	397,079			358,004			10.9
Total cost of sales	6,316,970			5,667,864			11.5
GROSS PROFIT	1,081,979			971,225			11.4
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	793,761			731,455			8.5
DEPRECIATION AND AMORTIZATION EXPENSE	31,424			26,390			19.1
ASSET IMPAIRMENTS	11,094			1,174			845.0
OPERATING INCOME	245,700			212,206			15.8
OTHER EXPENSE:
Floorplan interest expense	(31,695		)	(30,927		)	2.5
Other interest expense, net	(36,326		)	(28,783		)	26.2
Other expense, net	—			(789		)	(100.0	)
Loss on repurchase of long-term debt	(46,403		)	—			100.0
INCOME BEFORE INCOME TAXES	131,276			151,707			(13.5	)
PROVISION FOR INCOME TAXES	(56,949		)	(59,436		)	(4.2	)
NET INCOME	$	74,327		$	92,271		(19.4	)
Earnings allocated to participating securities	$	(2,769	)	$	(3,843	)	(27.9	)
Earnings available to diluted common shares	$	71,558		$	88,428		(19.1	)
DILUTED EARNINGS PER SHARE	$	2.82		$	3.52		(19.9	)
Weighted average dilutive common shares outstanding	25,363			25,153			0.8
Weighted average participating securities	973			1,095			(11.1	)
Total weighted average shares outstanding	26,336			26,248			0.3



Group 1 Automotive, Inc.
Consolidated Balance Sheets
(Dollars in thousands)
	September 30,			December 31,
	2014			2013			% Change
	(Unaudited)
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents	$	50,652		$	20,215		150.6
Contracts in transit and vehicle receivables, net	190,641			225,156			(15.3	)
Accounts and notes receivable, net	138,735			135,058			2.7
Inventories, net	1,490,520			1,542,318			(3.4	)
Deferred income taxes	17,137			21,150			(19.0	)
Prepaid expenses and other current assets	41,570			24,041			72.9
Total current assets	1,929,255			1,967,938			(2.0	)
PROPERTY AND EQUIPMENT, net	859,339			796,356			7.9
GOODWILL AND INTANGIBLE FRANCHISE RIGHTS	1,160,666			1,038,808			11.7
OTHER ASSETS	13,249			16,376			(19.1	)
Total assets	$	3,962,509		$	3,819,478		3.7

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Floorplan notes payable - credit facility and other	$	1,077,097		$	1,143,104		(5.8	)
Offset account related to floorplan notes payable - credit facility	(37,516		)	(56,198		)	(33.2	)
Floorplan notes payable - manufacturer affiliates	293,846			346,572			(15.2	)
Offset account related to floorplan notes payable - manufacturer affiliates	(25,000		)	—			100.0
Current maturities of long-term debt and short-term financing	41,021			36,225			13.2
Accounts payable	292,971			254,930			14.9
Accrued expenses	160,220			140,543			14.0
Total current liabilities	1,802,639			1,865,176			(3.4	)
2.25% CONVERTIBLE SENIOR NOTES (aggregate principal of $0 and $182,753 at September 30, 2014 and December 31, 2013, respectively)	—			160,334			(100.0	)
3.00% CONVERTIBLE SENIOR NOTES (aggregate principal of $0 and $115,000 at September 30, 2014 and December 31, 2013, respectively)	—			84,305			(100.0	)
5.00% SENIOR NOTES (aggregate principal of $550,000 at September 30, 2014)	539,822			—			100.0
MORTGAGE FACILITY, net of current maturities	55,746			64,271			(13.3	)
ACQUISITION LINE	—			60,000			(100.0	)
OTHER REAL ESTATE RELATED AND LONG-TERM DEBT, net of current maturities	289,652			250,958			15.4
CAPITAL LEASE OBLIGATIONS RELATED TO REAL ESTATE, net of current maturities	53,279			43,821			21.6
DEFERRED INCOME TAXES	148,304			152,291			(2.6	)
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES	23,483			26,078			(10.0	)
OTHER LIABILITIES	64,259			47,975			33.9
COMMITMENTS AND CONTINGENCIES
TEMPORARY EQUITY - REDEEMABLE EQUITY PORTION OF THE 2.25% and 3.00% CONVERTIBLE SENIOR NOTES	—			29,094			(100.0	)
STOCKHOLDERS' EQUITY:
Common stock	258			257			0.4
Additional paid-in capital	286,354			368,641			(22.3	)
Retained earnings	838,174			776,101			8.0
Accumulated other comprehensive loss	(59,500		)	(51,677		)	15.1
Treasury stock	(79,961		)	(58,147		)	37.5
Total stockholders' equity	985,325			1,035,175			(4.8	)
Total liabilities and stockholders' equity	$	3,962,509		$	3,819,478		3.7



Group 1 Automotive, Inc.
Additional Information - Consolidated
(Unaudited)

		Three Months Ended		Nine Months Ended
		September 30,		September 30,
		2014 (%)	2013 (%)	2014 (%)	2013 (%)
NEW VEHICLE UNIT SALES GEOGRAPHIC MIX:
Region	Geographic Market
East	Massachusetts	6.6	5.5	5.9	5.9
	Georgia	4.8	3.3	4.7	3.6
	New Jersey	2.7	4.1	3.2	4.2
	New Hampshire	2.1	2.6	2.2	2.4
	Louisiana	1.6	2.1	1.7	2.3
	South Carolina	1.6	1.5	1.5	1.5
	Mississippi	1.4	1.6	1.4	1.6
	Florida	1.4	1.3	1.4	1.3
	New York	1.2	2.4	1.7	2.7
	Alabama	0.7	0.8	0.8	0.8
	Maryland	0.5	0.6	0.5	0.6
		24.6	25.8	25.0	26.9

West	Texas	37.1	32.0	35.4	32.4
	California	9.3	8.7	9.6	10.7
	Oklahoma	8.6	8.0	8.4	7.8
	Kansas	2.1	2.5	2.3	2.5
	Louisiana	0.6	0.7	0.6	0.3
		57.7	51.9	56.3	53.7

International	Brazil	9.2	12.1	9.8	10.2
	United Kingdom	8.5	10.2	8.9	9.2
		100.0	100.0	100.0	100.0
NEW VEHICLE UNIT SALES BRAND MIX:
Toyota/Scion/Lexus		28.3	26.9	27.2	27.0
BMW/MINI		10.7	11.1	11.2	10.7
Honda/Acura		10.5	11.6	11.2	12.1
Ford/Lincoln		10.4	12.3	11.1	11.8
Nissan/Infiniti		8.9	9.8	9.3	10.2
Chevrolet/GMC/Buick/Cadillac		7.0	4.6	6.0	4.8
Volkswagen/Audi/Porsche		6.2	6.6	6.3	6.5
Hyundai/Kia		5.7	5.0	5.5	4.7
Chrysler/Dodge/Jeep/RAM		4.4	3.9	4.4	4.0
Mercedes-Benz/smart/Sprinter		4.2	3.8	4.2	4.2
Other		3.7	4.4	3.6	4.0
		100.0	100.0	100.0	100.0



Group 1 Automotive, Inc.
Additional Information - U.S.
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,245,430		$	1,091,221		14.1
Used vehicle retail sales	515,911			443,716			16.3
Used vehicle wholesale sales	75,272			59,833			25.8
Total used	591,183			503,549			17.4
Parts and service	249,724			218,880			14.1
Finance and insurance	89,268			75,728			17.9
Total	$	2,175,605		$	1,889,378		15.1
GROSS MARGIN %:
New vehicle retail sales	5.0			5.0
Used vehicle retail sales	7.4			8.1
Used vehicle wholesale sales	(1.9		)	(2.3		)
Total used	6.2			6.9
Parts and service	53.6			52.9
Finance and insurance	100.0			100.0
Total	14.8			14.8
GROSS PROFIT:
New vehicle retail sales	$	61,975		$	54,086		14.6
Used vehicle retail sales	38,251			35,937			6.4
Used vehicle wholesale sales	(1,431		)	(1,373		)	4.2
Total used	36,820			34,564			6.5
Parts and service	133,874			115,887			15.5
Finance and insurance	89,268			75,728			17.9
Total	$	321,937		$	280,265		14.9
UNITS SOLD:
Retail new vehicles sold	36,649			32,866			11.5
Retail used vehicles sold	24,917			22,206			12.2
Wholesale used vehicles sold	11,984			10,455			14.6
Total used	36,901			32,661			13.0
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	33,983		$	33,202		2.4
Used vehicle retail	$	20,705		$	19,982		3.6
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,691		$	1,646		2.7
Used vehicle retail sales	1,535			1,618			(5.1	)
Used vehicle wholesale sales	(119		)	(131		)	(9.2	)
Total used	998			1,058			(5.7	)
Finance and insurance (per retail unit)	$	1,450		$	1,375		5.5
OTHER: ⁽¹⁾
SG&A expenses	$	234,849		$	207,494		13.2
SG&A as % revenues	10.8			11.0
SG&A as % gross profit	72.9			74.0
Operating margin %	3.6			3.4
Pretax margin %	2.6			2.5
INTEREST EXPENSE:
Floorplan interest	$	(8,543	)	$	(8,087	)	5.6
Floorplan assistance	11,876			10,108			17.5
Net floorplan income	$	3,333		$	2,021		64.9
Other interest expense, net	$	(12,265	)	$	(9,650	)	27.1




	Nine Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	3,449,303		$	3,132,461		10.1
Used vehicle retail sales	1,440,473			1,310,629			9.9
Used vehicle wholesale sales	208,392			174,227			19.6
Total used	1,648,865			1,484,856			11.0
Parts and service	723,839			659,318			9.8
Finance and insurance	248,820			216,184			15.1
Total	$	6,070,827		$	5,492,819		10.5
GROSS MARGIN %:
New vehicle retail sales	5.1			5.2
Used vehicle retail sales	8.0			8.5
Used vehicle wholesale sales	0.9			0.6
Total used	7.1			7.6
Parts and service	53.6			53.2
Finance and insurance	100.0			100.0
Total	15.3			15.4
GROSS PROFIT:
New vehicle retail sales	$	175,006		$	163,994		6.7
Used vehicle retail sales	114,613			111,897			2.4
Used vehicle wholesale sales	1,964			1,000			96.4
Total used	116,577			112,897			3.3
Parts and service	388,042			350,608			10.7
Finance and insurance	248,820			216,184			15.1
Total	$	928,445		$	843,683		10.0
UNITS SOLD:
Retail new vehicles sold	101,281			94,233			7.5
Retail used vehicles sold	70,367			65,250			7.8
Wholesale used vehicles sold	32,395			30,052			7.8
Total used	102,762			95,302			7.8
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,057		$	33,242		2.5
Used vehicle retail	$	20,471		$	20,086		1.9
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,728		$	1,740		(0.7	)
Used vehicle retail sales	1,629			1,715			(5.0	)
Used vehicle wholesale sales	61			33			84.8
Total used	1,134			1,185			(4.3	)
Finance and insurance (per retail unit)	$	1,450		$	1,356		6.9
OTHER: ⁽¹⁾
SG&A expenses	$	677,142		$	619,562		9.3
SG&A as % revenues	11.2			11.3
SG&A as % gross profit	72.9			73.4
Operating margin %	3.7			3.7
Pretax margin %	2.7			2.7
INTEREST EXPENSE:
Floorplan interest	$	(25,489	)	$	(25,027	)	1.8
Floorplan assistance	32,969			28,291			16.5
Net floorplan income	$	7,480		$	3,264		129.2
Other interest expense, net	$	(34,327	)	$	(27,991	)	22.6

⁽¹⁾ These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for the description of aforementioned adjustments.



Group 1 Automotive, Inc.
Additional Information - U.K.
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	134,859		$	136,740		(1.4	)
Used vehicle retail sales	70,163			59,508			17.9
Used vehicle wholesale sales	21,110			16,959			24.5
Total used	91,273			76,467			19.4
Parts and service	21,272			17,470			21.8
Finance and insurance	4,797			4,237			13.2
Total	$	252,201		$	234,914		7.4
GROSS MARGIN %:
New vehicle retail sales	6.9			5.7
Used vehicle retail sales	5.9			6.5
Used vehicle wholesale sales	(0.8		)	(1.3		)
Total used	4.4			4.8
Parts and service	55.2			56.1
Finance and insurance	100.0			100.0
Total	11.8			10.9
GROSS PROFIT:
New vehicle retail sales	$	9,305		$	7,848		18.6
Used vehicle retail sales	4,165			3,849			8.2
Used vehicle wholesale sales	(174		)	(214		)	(18.7	)
Total used	3,991			3,635			9.8
Parts and service	11,746			9,793			19.9
Finance and insurance	4,797			4,237			13.2
Total	$	29,839		$	25,513		17.0
UNITS SOLD:
Retail new vehicles sold	3,773			4,306			(12.4	)
Retail used vehicles sold	2,649			2,510			5.5
Wholesale used vehicles sold	2,183			2,078			5.1
Total used	4,832			4,588			5.3
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	35,743		$	31,756		12.6
Used vehicle retail	$	26,487		$	23,708		11.7
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,466		$	1,823		35.3
Used vehicle retail sales	1,572			1,533			2.5
Used vehicle wholesale sales	(80		)	(103		)	(22.3	)
Total used	826			792			4.3
Finance and insurance (per retail unit)	$	747		$	622		20.1
OTHER:
SG&A expenses	$	22,275		$	19,656		13.3
SG&A as % revenues	8.8			8.4
SG&A as % gross profit	74.7			77.0
Operating margin %	2.7			2.2
Pretax margin %	2.3			1.9
INTEREST EXPENSE:
Floorplan interest	$	(419	)	$	(425	)	(1.4	)
Floorplan assistance	246			111			121.6
Net floorplan expense	$	(173	)	$	(314	)	(44.9	)
Other interest expense, net	$	(442	)	$	(293	)	50.9



	Nine Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	397,263		$	342,038		16.1
Used vehicle retail sales	214,900			162,901			31.9
Used vehicle wholesale sales	62,304			48,682			28.0
Total used	277,204			211,583			31.0
Parts and service	62,843			49,265			27.6
Finance and insurance	13,916			10,542			32.0
Total	$	751,226		$	613,428		22.5
GROSS MARGIN %:
New vehicle retail sales	6.8			6.3
Used vehicle retail sales	5.9			6.2
Used vehicle wholesale sales	—			(1.5		)
Total used	4.6			4.4
Parts and service	55.1			54.5
Finance and insurance	100.0			100.0
Total	11.7			11.2
GROSS PROFIT:
New vehicle retail sales	$	26,843		$	21,641		24.0
Used vehicle retail sales	12,684			10,117			25.4
Used vehicle wholesale sales	(4		)	(743		)	(99.5	)
Total used	12,680			9,374			35.3
Parts and service	34,655			26,871			29.0
Finance and insurance	13,916			10,542			32.0
Total	$	88,094		$	68,428		28.7
UNITS SOLD:
Retail new vehicles sold	11,144			10,738			3.8
Retail used vehicles sold	8,108			6,762			19.9
Wholesale used vehicles sold	6,539			5,772			13.3
Total used	14,647			12,534			16.9
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	35,648		$	31,853		11.9
Used vehicle retail	$	26,505		$	24,091		10.0
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,409		$	2,015		19.6
Used vehicle retail sales	1,564			1,496			4.5
Used vehicle wholesale sales	(1		)	(129		)	(99.2	)
Total used	866			748			15.8
Finance and insurance (per retail unit)	$	723		$	602		20.1
OTHER: ⁽¹⁾
SG&A expenses	$	67,063		$	54,120		23.9
SG&A as % revenues	8.9			8.8
SG&A as % gross profit	76.1			79.1
Operating margin %	2.5			2.0
Pretax margin %	2.1			1.7
INTEREST EXPENSE:
Floorplan interest	$	(1,188	)	$	(1,152	)	3.1
Floorplan assistance	504			111			354.1
Net floorplan expense	$	(684	)	$	(1,041	)	(34.3	)
Other interest expense, net	$	(1,402	)	$	(800	)	75.3



Group 1 Automotive, Inc.
Additional Information - Brazil
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	140,957		$	158,706		(11.2	)
Used vehicle retail sales	29,850			26,604			12.2
Used vehicle wholesale sales	3,965			9,008			(56.0	)
Total used	33,815			35,612			(5.0	)
Parts and service	20,820			18,966			9.8
Finance and insurance	3,050			2,571			18.6
Total	$	198,642		$	215,855		(8.0	)
GROSS MARGIN %:
New vehicle retail sales	6.3			7.2
Used vehicle retail sales	6.3			6.4
Used vehicle wholesale sales	7.8			0.6
Total used	6.5			4.9
Parts and service	41.9			42.2
Finance and insurance	100.0			100.0
Total	11.5			11.0
GROSS PROFIT:
New vehicle retail sales	$	8,950		$	11,361		(21.2	)
Used vehicle retail sales	1,895			1,696			11.7
Used vehicle wholesale sales	309			53			483.0
Total used	2,204			1,749			26.0
Parts and service	8,729			8,003			9.1
Finance and insurance	3,050			2,571			18.6
Total	$	22,933		$	23,684		(3.2	)
UNITS SOLD:
Retail new vehicles sold	4,072			5,139			(20.8	)
Retail used vehicles sold	1,210			1,343			(9.9	)
Wholesale used vehicles sold	583			912			(36.1	)
Total used	1,793			2,255			(20.5	)
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,616		$	30,883		12.1
Used vehicle retail	$	24,669		$	19,809		24.5
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,198		$	2,211		(0.6	)
Used vehicle retail sales	1,566			1,263			24.0
Used vehicle wholesale sales	530			58			813.8
Total used	1,229			776			58.4
Finance and insurance (per retail unit)	$	577		$	397		45.3
OTHER: ⁽¹⁾
SG&A expenses	$	19,920		$	20,277		(1.8	)
SG&A as % revenues	10.0			9.4
SG&A as % gross profit	86.9			85.6
Operating margin %	1.2			1.4
Pretax margin %	0.2			0.3
INTEREST EXPENSE:
Floorplan interest	$	(1,490	)	$	(2,178	)	(31.6	)
Floorplan assistance	—			—			—
Net floorplan expense	$	(1,490	)	$	(2,178	)	(31.6	)
Other interest expense, net	$	(539	)	$	(29	)	1,758.6



	Nine Months Ended September 30,
	2014			2013 ⁽²⁾			% Change
REVENUES:
New vehicle retail sales	$	409,580		$	398,622		2.7
Used vehicle retail sales	87,698			62,501			40.3
Used vehicle wholesale sales	13,795			20,758			(33.5	)
Total used	101,493			83,259			21.9
Parts and service	57,658			45,193			27.6
Finance and insurance	8,165			5,768			41.6
Total	$	576,896		$	532,842		8.3
GROSS MARGIN %:
New vehicle retail sales	6.4			7.7
Used vehicle retail sales	6.2			5.2
Used vehicle wholesale sales	8.0			5.5
Total used	6.5			5.3
Parts and service	42.6			40.5
Finance and insurance	100.0			100.0
Total	11.3			11.1
GROSS PROFIT:
New vehicle retail sales	$	26,133		$	30,661		(14.8	)
Used vehicle retail sales	5,481			3,249			68.7
Used vehicle wholesale sales	1,097			1,143			(4.0	)
Total used	6,578			4,392			49.8
Parts and service	24,564			18,293			34.3
Finance and insurance	8,165			5,768			41.6
Total	$	65,440		$	59,114		10.7
UNITS SOLD:
Retail new vehicles sold	12,274			11,967			2.6
Retail used vehicles sold	3,899			2,919			33.6
Wholesale used vehicles sold	1,830			2,028			(9.8	)
Total used	5,729			4,947			15.8
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	33,370		$	33,310		0.2
Used vehicle retail	$	22,492		$	21,412		5.0
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,129		$	2,562		(16.9	)
Used vehicle retail sales	1,406			1,113			26.3
Used vehicle wholesale sales	599			564			6.2
Total used	1,148			888			29.3
Finance and insurance (per retail unit)	$	505		$	387		30.5
OTHER: ⁽¹⁾
SG&A expenses	$	60,342		$	48,748		23.8
SG&A as % revenues	10.5			9.1
SG&A as % gross profit	92.2			82.5
Operating margin %	0.6			1.7
Pretax margin %	(0.4		)	0.9
INTEREST EXPENSE:
Floorplan interest	$	(5,018	)	$	(4,748	)	5.7
Floorplan assistance	—			—			—
Net floorplan expense	$	(5,018	)	$	(4,748	)	5.7
Other interest (expense) income, net	$	(597	)	$	7		(8,628.6	)
⁽¹⁾ These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for the description of aforementioned adjustments.
⁽²⁾ Results are for the period from the date of acquisition (February 28, 2013) through September 30, 2013.



Group 1 Automotive, Inc.
Additional Information - Consolidated
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,521,246		$	1,386,667		9.7
Used vehicle retail sales	615,924			529,828			16.2
Used vehicle wholesale sales	100,347			85,800			17.0
Total used	716,271			615,628			16.3
Parts and service	291,816			255,316			14.3
Finance and insurance	97,115			82,536			17.7
Total	$	2,626,448		$	2,340,147		12.2
GROSS MARGIN %:
New vehicle retail sales	5.3			5.3
Used vehicle retail sales	7.2			7.8
Used vehicle wholesale sales	(1.3		)	(1.8		)
Total used	6.0			6.5
Parts and service	52.9			52.4
Finance and insurance	100.0			100.0
Total	14.3			14.1
GROSS PROFIT:
New vehicle retail sales	$	80,230		$	73,295		9.5
Used vehicle retail sales	44,311			41,482			6.8
Used vehicle wholesale sales	(1,296		)	(1,534		)	(15.5	)
Total used	43,015			39,948			7.7
Parts and service	154,349			133,683			15.5
Finance and insurance	97,115			82,536			17.7
Total	$	374,709		$	329,462		13.7
UNITS SOLD:
Retail new vehicles sold	44,494			42,311			5.2
Retail used vehicles sold	28,776			26,059			10.4
Wholesale used vehicles sold	14,750			13,445			9.7
Total used	43,526			39,504			10.2
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,190		$	32,773		4.3
Used vehicle retail	$	21,404		$	20,332		5.3
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,803		$	1,732		4.1
Used vehicle retail sales	1,540			1,592			(3.3	)
Used vehicle wholesale sales	(88		)	(114		)	(22.8	)
Total used	988			1,011			(2.3	)
Finance and insurance (per retail unit)	$	1,325		$	1,207		9.8
OTHER: ⁽¹⁾
SG&A expenses	$	277,044		$	247,427		12.0
SG&A as % revenues	10.5			10.6
SG&A as % gross profit	73.9			75.1
Operating margin %	3.3			3.1
Pretax margin %	2.4			2.2
INTEREST EXPENSE:
Floorplan interest	$	(10,452	)	$	(10,690	)	(2.2	)
Floorplan assistance	12,122			10,219			18.6
Net floorplan income (expense)	$	1,670		$	(471	)	454.6
Other interest expense, net	$	(13,246	)	$	(9,971	)	32.8



	Nine Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	4,256,146		$	3,873,121		9.9
Used vehicle retail sales	1,743,071			1,536,031			13.5
Used vehicle wholesale sales	284,491			243,667			16.8
Total used	2,027,562			1,779,698			13.9
Parts and service	844,340			753,776			12.0
Finance and insurance	270,901			232,494			16.5
Total	$	7,398,949		$	6,639,089		11.4
GROSS MARGIN %:
New vehicle retail sales	5.4			5.6
Used vehicle retail sales	7.6			8.2
Used vehicle wholesale sales	1.1			0.6
Total used	6.7			7.1
Parts and service	53.0			52.5
Finance and insurance	100.0			100.0
Total	14.6			14.6
GROSS PROFIT:
New vehicle retail sales	$	227,982		$	216,296		5.4
Used vehicle retail sales	132,778			125,263			6.0
Used vehicle wholesale sales	3,057			1,400			118.4
Total used	135,835			126,663			7.2
Parts and service	447,261			395,772			13.0
Finance and insurance	270,901			232,494			16.5
Total	$	1,081,979		$	971,225		11.4
UNITS SOLD:
Retail new vehicles sold	124,699			116,938			6.6
Retail used vehicles sold	82,374			74,931			9.9
Wholesale used vehicles sold	40,764			37,852			7.7
Total used	123,138			112,783			9.2
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,131		$	33,121		3.1
Used vehicle retail	$	21,160		$	20,499		3.2
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,828		$	1,850		(1.2	)
Used vehicle retail sales	1,612			1,672			(3.6	)
Used vehicle wholesale sales	75			37			102.7
Total used	1,103			1,123			(1.8	)
Finance and insurance (per retail unit)	$	1,308		$	1,212		7.9
OTHER: ⁽¹⁾
SG&A expenses	$	804,547		$	722,430		11.4
SG&A as % revenues	10.9			10.9
SG&A as % gross profit	74.4			74.4
Operating margin %	3.3			3.3
Pretax margin %	2.4			2.5
INTEREST EXPENSE:
Floorplan interest	$	(31,695	)	$	(30,927	)	2.5
Floorplan assistance	33,473			28,402			17.9
Net floorplan income (expense)	$	1,778		$	(2,525	)	170.4
Other interest expense, net	$	(36,326	)	$	(28,783	)	26.2
⁽¹⁾ These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for a description of the aforementioned adjustments.



Group 1 Automotive, Inc.
Additional Information - Same Store U.S. ⁽¹⁾
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,120,864		$	1,053,601		6.4
Used vehicle retail sales	459,223			429,480			6.9
Used vehicle wholesale sales	67,404			57,456			17.3
Total used	526,627			486,936			8.2
Parts and service	225,737			212,800			6.1
Finance and insurance	81,553			74,479			9.5
Total	$	1,954,781		$	1,827,816		6.9
GROSS MARGIN %:
New vehicle retail sales	4.9			5.0
Used vehicle retail sales	7.5			8.2
Used vehicle wholesale sales	(1.6		)	(1.6		)
Total used	6.3			7.0
Parts and service	53.6			52.8
Finance and insurance	100.0			100.0
Total	14.9			15.0
GROSS PROFIT:
New vehicle retail sales	$	55,456		$	52,448		5.7
Used vehicle retail sales	34,303			35,055			(2.1	)
Used vehicle wholesale sales	(1,091		)	(900		)	21.2
Total used	33,212			34,155			(2.8	)
Parts and service	120,951			112,461			7.5
Finance and insurance	81,553			74,479			9.5
Total	$	291,172		$	273,543		6.4
UNITS SOLD:
Retail new vehicles sold	33,100			31,717			4.4
Retail used vehicles sold	22,180			21,521			3.1
Wholesale used vehicles sold	10,800			10,128			6.6
Total used	32,980			31,649			4.2
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	33,863		$	33,219		1.9
Used vehicle retail	$	20,704		$	19,956		3.7
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,675		$	1,654		1.3
Used vehicle retail sales	1,547			1,629			(5.0	)
Used vehicle wholesale sales	(101		)	(89		)	13.5
Total used	1,007			1,079			(6.7	)
Finance and insurance (per retail unit)	$	1,475		$	1,399		5.4
OTHER:⁽²⁾
SG&A expenses	$	209,060		$	199,003		5.1
SG&A as % revenues	10.7			10.9
SG&A as % gross profit	71.8			72.8
Operating margin %	3.8			3.6



	Nine Months Ended September 30,
	2014		2013		% Change
REVENUES:
New vehicle retail sales	$	3,179,584	$	3,016,656	5.4
Used vehicle retail sales	1,324,402		1,268,399		4.4
Used vehicle wholesale sales	192,324		166,340		15.6
Total used	1,516,726		1,434,739		5.7
Parts and service	669,764		634,049		5.6
Finance and insurance	233,426		210,726		10.8
Total	$	5,599,500	$	5,296,170	5.7
GROSS MARGIN %:
New vehicle retail sales	5.1		5.3
Used vehicle retail sales	7.9		8.6
Used vehicle wholesale sales	1.3		1.0
Total used	7.1		7.7
Parts and service	53.5		53.2
Finance and insurance	100.0		100.0
Total	15.4		15.4
GROSS PROFIT:
New vehicle retail sales	$	160,865	$	159,600	0.8
Used vehicle retail sales	104,774		108,705		(3.6	)
Used vehicle wholesale sales	2,416		1,677		44.1
Total used	107,190		110,382		(2.9	)
Parts and service	358,367		337,018		6.3
Finance and insurance	233,426		210,726		10.8
Total	$	859,848	$	817,726	5.2
UNITS SOLD:
Retail new vehicles sold	93,447		90,283		3.5
Retail used vehicles sold	64,336		63,070		2.0
Wholesale used vehicles sold	30,203		28,766		5.0
Total used	94,539		91,836		2.9
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,026	$	33,413	1.8
Used vehicle retail	$	20,586	$	20,111	2.4
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,721	$	1,768	(2.7	)
Used vehicle retail sales	1,629		1,724		(5.5	)
Used vehicle wholesale sales	80		58		37.9
Total used	1,134		1,202		(5.7	)
Finance and insurance (per retail unit)	$	1,479	$	1,374	7.6
OTHER:⁽²⁾
SG&A expenses	$	620,825	$	591,946	4.9
SG&A as % revenues	11.1		11.2
SG&A as % gross profit	72.2		72.4
Operating margin %	3.8		3.8

⁽¹⁾ Same Store amounts include the results for the identical months in each period presented in the comparison, commencing with the first full month we owned the dealership and, in the case of dispositions, ending with the last full month we owned it. Same Store results also include the activities of our corporate office.

⁽²⁾ These amounts have been adjusted to exclude the impact of certain items to provide additional information regarding the performance of our operations and improve period-to-period comparability. Refer to our Reconciliation of Certain Non-GAAP Financial Measures for a description of the aforementioned adjustments.



Group 1 Automotive, Inc.
Additional Information - Same Store U.K. ⁽¹⁾
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	134,858		$	136,738		(1.4	)
Used vehicle retail sales	70,164			59,508			17.9
Used vehicle wholesale sales	21,110			16,960			24.5
Total used	91,274			76,468			19.4
Parts and service	21,272			17,471			21.8
Finance and insurance	4,797			4,233			13.3
Total	$	252,201		$	234,910		7.4
GROSS MARGIN %:
New vehicle retail sales	6.9			5.7
Used vehicle retail sales	5.9			6.5
Used vehicle wholesale sales	(0.8		)	(1.3		)
Total used	4.4			4.8
Parts and service	55.2			56.1
Finance and insurance	100.0			100.0
Total	11.8			10.9
GROSS PROFIT:
New vehicle retail sales	$	9,303		$	7,848		18.5
Used vehicle retail sales	4,166			3,848			8.3
Used vehicle wholesale sales	(175		)	(213		)	(17.8	)
Total used	3,991			3,635			9.8
Parts and service	11,748			9,794			20.0
Finance and insurance	4,797			4,233			13.3
Total	$	29,839		$	25,510		17.0
UNITS SOLD:
Retail new vehicles sold	3,773			4,306			(12.4	)
Retail used vehicles sold	2,649			2,510			5.5
Wholesale used vehicles sold	2,183			2,078			5.1
Total used	4,832			4,588			5.3
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	35,743		$	31,755		12.6
Used vehicle retail	$	26,487		$	23,708		11.7
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,466		$	1,823		35.3
Used vehicle retail sales	1,573			1,533			2.6
Used vehicle wholesale sales	(80		)	(103		)	(22.3	)
Total used	826			792			4.3
Finance and insurance (per retail unit)	$	747		$	621		20.3
OTHER:
SG&A expenses	$	22,278		$	19,662		13.3
SG&A as % revenues	8.8			8.4
SG&A as % gross profit	74.7			77.1
Operating margin %	2.7			2.2



	Nine Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	388,921		$	342,038		13.7
Used vehicle retail sales	202,968			162,901			24.6
Used vehicle wholesale sales	60,407			48,682			24.1
Total used	263,375			211,583			24.5
Parts and service	59,860			49,265			21.5
Finance and insurance	13,281			10,530			26.1
Total	$	725,437		$	613,416		18.3
GROSS MARGIN %:
New vehicle retail sales	6.8			6.3
Used vehicle retail sales	5.9			6.2
Used vehicle wholesale sales	(0.1		)	(1.5		)
Total used	4.5			4.4
Parts and service	55.3			54.5
Finance and insurance	100.0			100.0
Total	11.7			11.1
GROSS PROFIT:
New vehicle retail sales	$	26,514		$	21,629		22.6
Used vehicle retail sales	11,996			10,112			18.6
Used vehicle wholesale sales	(44		)	(743		)	(94.1	)
Total used	11,952			9,369			27.6
Parts and service	33,098			26,862			23.2
Finance and insurance	13,281			10,530			26.1
Total	$	84,845		$	68,390		24.1
UNITS SOLD:
Retail new vehicles sold	10,728			10,738			(0.1	)
Retail used vehicles sold	7,422			6,762			9.8
Wholesale used vehicles sold	6,102			5,772			5.7
Total used	13,524			12,534			7.9
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	36,253		$	31,853		13.8
Used vehicle retail	$	27,347		$	24,091		13.5
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,471		$	2,014		22.7
Used vehicle retail sales	1,616			1,495			8.1
Used vehicle wholesale sales	(7		)	(129		)	(94.6	)
Total used	884			747			18.3
Finance and insurance (per retail unit)	$	732		$	602		21.6
OTHER:⁽²⁾
SG&A expenses	$	64,254		$	54,117		18.7
SG&A as % revenues	8.9			8.8
SG&A as % gross profit	75.7			79.1
Operating margin %	2.5			2.0



Group 1 Automotive, Inc.
Additional Information - Same Store Brazil ⁽¹⁾
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014		2013		% Change
REVENUES:
New vehicle retail sales	$	139,640	$	158,705	(12.0	)
Used vehicle retail sales	29,408		26,604		10.5
Used vehicle wholesale sales	3,965		9,008		(56.0	)
Total used	33,373		35,612		(6.3	)
Parts and service	20,560		18,966		8.4
Finance and insurance	3,051		2,571		18.7
Total	$	196,624	$	215,854	(8.9	)
GROSS MARGIN %:
New vehicle retail sales	6.4		7.2
Used vehicle retail sales	6.3		6.4
Used vehicle wholesale sales	7.8		0.6
Total used	6.5		4.9
Parts and service	42.0		42.2
Finance and insurance	100.0		100.0
Total	11.6		11.0
GROSS PROFIT:
New vehicle retail sales	$	8,883	$	11,359	(21.8	)
Used vehicle retail sales	1,862		1,697		9.7
Used vehicle wholesale sales	310		53		484.9
Total used	2,172		1,750		24.1
Parts and service	8,627		8,003		7.8
Finance and insurance	3,051		2,571		18.7
Total	$	22,733	$	23,683	(4.0	)
UNITS SOLD:
Retail new vehicles sold	4,013		5,139		(21.9	)
Retail used vehicles sold	1,192		1,343		(11.2	)
Wholesale used vehicles sold	571		912		(37.4	)
Total used	1,763		2,255		(21.8	)
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,797	$	30,882	12.7
Used vehicle retail	$	24,671	$	19,809	24.5
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,214	$	2,210	0.2
Used vehicle retail sales	1,562		1,264		23.6
Used vehicle wholesale sales	543		58		836.2
Total used	1,232		776		58.8
Finance and insurance (per retail unit)	$	586	$	397	47.6
OTHER:⁽²⁾
SG&A expenses	$	19,499	$	20,276	(3.8	)
SG&A as % revenues	9.9		9.4
SG&A as % gross profit	85.8		85.6
Operating margin %	1.4		1.4



	Nine Months Ended September 30,
	2014		2013 ⁽³⁾		% Change
REVENUES:
New vehicle retail sales	$	320,847	$	398,622	(19.5	)
Used vehicle retail sales	65,774		62,501		5.2
Used vehicle wholesale sales	10,005		20,758		(51.8	)
Total used	75,779		83,259		(9.0	)
Parts and service	45,622		45,193		0.9
Finance and insurance	6,532		5,768		13.2
Total	$	448,780	$	532,842	(15.8	)
GROSS MARGIN %:
New vehicle retail sales	6.4		7.7
Used vehicle retail sales	6.2		5.2
Used vehicle wholesale sales	8.0		5.5
Total used	6.4		5.3
Parts and service	42.0		40.5
Finance and insurance	100.0		100.0
Total	11.4		11.1
GROSS PROFIT:
New vehicle retail sales	$	20,598	$	30,661	(32.8	)
Used vehicle retail sales	4,057		3,249		24.9
Used vehicle wholesale sales	802		1,143		(29.8	)
Total used	4,859		4,392		10.6
Parts and service	19,150		18,293		4.7
Finance and insurance	6,532		5,768		13.2
Total	$	51,139	$	59,114	(13.5	)
UNITS SOLD:
Retail new vehicles sold	9,343		11,967		(21.9	)
Retail used vehicles sold	2,797		2,919		(4.2	)
Wholesale used vehicles sold	1,292		2,028		(36.3	)
Total used	4,089		4,947		(17.3	)
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,341	$	33,310	3.1
Used vehicle retail	$	23,516	$	21,412	9.8
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	2,205	$	2,562	(13.9	)
Used vehicle retail sales	1,450		1,113		30.3
Used vehicle wholesale sales	621		564		10.1
Total used	1,188		888		33.8
Finance and insurance (per retail unit)	$	538	$	387	39.0
OTHER:⁽²⁾
SG&A expenses	$	46,706	$	48,748	(4.2	)
SG&A as % revenues	10.4		9.1
SG&A as % gross profit	91.3		82.5
Operating margin %	0.7		1.7

⁽³⁾ Results are for the period from the date of acquisition (February 28, 2013) through September 30, 2013.



Group 1 Automotive, Inc.
Additional Information - Same Store Consolidated ⁽¹⁾
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,
	2014			2013			% Change
REVENUES:
New vehicle retail sales	$	1,395,362		$	1,349,044		3.4
Used vehicle retail sales	558,795			515,592			8.4
Used vehicle wholesale sales	92,479			83,424			10.9
Total used	651,274			599,016			8.7
Parts and service	267,569			249,237			7.4
Finance and insurance	89,401			81,283			10.0
Total	$	2,403,606		$	2,278,580		5.5
GROSS MARGIN %:
New vehicle retail sales	5.3			5.3
Used vehicle retail sales	7.2			7.9
Used vehicle wholesale sales	(1.0		)	(1.3		)
Total used	6.0			6.6
Parts and service	52.8			52.3
Finance and insurance	100.0			100.0
Total	14.3			14.2
GROSS PROFIT:
New vehicle retail sales	$	73,642		$	71,655		2.8
Used vehicle retail sales	40,331			40,600			(0.7	)
Used vehicle wholesale sales	(956		)	(1,060		)	(9.8	)
Total used	39,375			39,540			(0.4	)
Parts and service	141,326			130,258			8.5
Finance and insurance	89,401			81,283			10.0
Total	$	343,744		$	322,736		6.5
UNITS SOLD:
Retail new vehicles sold	40,886			41,162			(0.7	)
Retail used vehicles sold	26,021			25,374			2.5
Wholesale used vehicles sold	13,554			13,118			3.3
Total used	39,575			38,492			2.8
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,128		$	32,774		4.1
Used vehicle retail	$	21,475		$	20,320		5.7
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,801		$	1,741		3.4
Used vehicle retail sales	1,550			1,600			(3.1	)
Used vehicle wholesale sales	(71		)	(81		)	(12.3	)
Total used	995			1,027			(3.1	)
Finance and insurance (per retail unit)	$	1,336		$	1,222		9.3
OTHER:⁽²⁾
SG&A expenses	$	250,837		$	238,941		5.0
SG&A as % revenues	10.4			10.5
SG&A as % gross profit	73.0			74.0
Operating margin %	3.5			3.3



	Nine Months Ended September 30,
	2014		2013		% Change
REVENUES:
New vehicle retail sales	$	3,889,352	$	3,757,316	3.5
Used vehicle retail sales	1,593,144		1,493,801		6.7
Used vehicle wholesale sales	262,736		235,780		11.4
Total used	1,855,880		1,729,581		7.3
Parts and service	775,246		728,507		6.4
Finance and insurance	253,239		227,024		11.5
Total	$	6,773,717	$	6,442,428	5.1
GROSS MARGIN %:
New vehicle retail sales	5.3		5.6
Used vehicle retail sales	7.6		8.2
Used vehicle wholesale sales	1.2		0.9
Total used	6.7		7.2
Parts and service	53.0		52.5
Finance and insurance	100.0		100.0
Total	14.7		14.7
GROSS PROFIT:
New vehicle retail sales	$	207,977	$	211,890	(1.8	)
Used vehicle retail sales	120,827		122,066		(1.0	)
Used vehicle wholesale sales	3,174		2,077		52.8
Total used	124,001		124,143		(0.1	)
Parts and service	410,615		382,173		7.4
Finance and insurance	253,239		227,024		11.5
Total	$	995,832	$	945,230	5.4
UNITS SOLD:
Retail new vehicles sold	113,518		112,988		0.5
Retail used vehicles sold	74,555		72,751		2.5
Wholesale used vehicles sold	37,597		36,566		2.8
Total used	112,152		109,317		2.6
AVERAGE RETAIL SALES PRICE:
New vehicle retail	$	34,262	$	33,254	3.0
Used vehicle retail	$	21,369	$	20,533	4.1
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,832	$	1,875	(2.3	)
Used vehicle retail sales	1,621		1,678		(3.4	)
Used vehicle wholesale sales	84		57		47.4
Total used	1,106		1,136		(2.6	)
Finance and insurance (per retail unit)	$	1,346	$	1,222	10.1
OTHER: ⁽²⁾
SG&A expenses	$	731,785	$	694,811	5.3
SG&A as % revenues	10.8		10.8
SG&A as % gross profit	73.5		73.5
Operating margin %	3.5		3.5



Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures - U.S.
(Unaudited)
(Dollars in thousands)

		Three Months Ended September 30,
		2014			2013			% Change
SG&A RECONCILIATION:
	As reported	$	221,645		$	206,635		7.3
	Pre-tax adjustments:
	Catastrophic events	(1,099		)	(258		)
	Gain on real estate and dealership transactions	14,303			1,373
	Severance costs	—			(256		)
	Adjusted SG&A ⁽¹⁾	$	234,849		$	207,494		13.2
SG&A AS % REVENUES:
	Unadjusted	10.2			10.9
	Adjusted ⁽¹⁾	10.8			11.0
SG&A AS % GROSS PROFIT:
	Unadjusted	68.8			73.7
	Adjusted ⁽¹⁾	72.9			74.0
OPERATING MARGIN %:
	Unadjusted	4.0			3.4
	Adjusted ^(1),(2)	3.6			3.4
PRETAX MARGIN %:
	Unadjusted	2.0			2.5
	Adjusted ^(1),(3)	2.6			2.5
SAME STORE SG&A RECONCILIATION:
	As reported	$	210,182		$	199,332		5.4
	Pre-tax adjustments:
	Catastrophic events	(1,099		)	(258		)
	Loss on real estate and dealership transactions	(23		)	—
	Severance costs	—			(71		)
	Adjusted Same Store SG&A ⁽¹⁾	$	209,060		$	199,003		5.1
SAME STORE SG&A AS % REVENUES:
	Unadjusted	10.8			10.9
	Adjusted ⁽¹⁾	10.7			10.9
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	72.2			72.9
	Adjusted ⁽¹⁾	71.8			72.8
SAME STORE OPERATING MARGIN %:
	Unadjusted	3.7			3.6
	Adjusted ^(1),(4)	3.8			3.6



		Nine Months Ended September 30,
		2014			2013			% Change
SG&A RECONCILIATION:
	As reported	$	665,547		$	626,939		6.2
	Pre-tax adjustments:
	Catastrophic events	(2,775		)	(12,158		)
	Gain on real estate and dealership transactions	14,812			10,196
	Severance costs	—			(256		)
	Acquisition costs	—			(5,159		)
	Legal items	(442		)	—
	Adjusted SG&A ⁽¹⁾	$	677,142		$	619,562		9.3
SG&A AS % REVENUES:
	Unadjusted	11.0			11.4
	Adjusted ⁽¹⁾	11.2			11.3
SG&A AS % GROSS PROFIT:
	Unadjusted	71.7			74.3
	Adjusted ⁽¹⁾	72.9			73.4
OPERATING MARGIN %:
	Unadjusted	3.8			3.5
	Adjusted ^(1),(2)	3.7			3.7
PRETAX MARGIN %:
	Unadjusted	2.0			2.5
	Adjusted ^(1),(3)	2.7			2.7
SAME STORE SG&A RECONCILIATION:
	As reported	$	624,065		$	609,534		2.4
	Pre-tax adjustments:
	Catastrophic events	(2,775		)	(12,158		)
	Loss on real estate and dealership transactions	(23		)	(200		)
	Severance costs	—			(71		)
	Acquisition costs	—			(5,159		)
	Legal items	(442		)	—
	Adjusted Same Store SG&A ⁽¹⁾	$	620,825		$	591,946		4.9
SAME STORE SG&A AS % REVENUES:
	Unadjusted	11.1			11.5
	Adjusted ⁽¹⁾	11.1			11.2
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	72.6			74.5
	Adjusted ⁽¹⁾	72.2			72.4
SAME STORE OPERATING MARGIN %:
	Unadjusted	3.7			3.5
	Adjusted ^(1),(4)	3.8			3.8

(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling items above, as well as non-cash asset impairment charges of $4,252 and $5,973 for the three and nine months ended September 30, 2014, and $565 and $1,174 for the three and nine months ended September 30, 2013.
(3)	Excludes the impact of SG&A reconciling items above, as well as loss on repurchase of long-term debt of $22,790 and $46,403 for the three and nine months ended September 30, 2014, non-cash asset impairment charges of $4,252 and $5,973 for the three and nine months ended September 30, 2014, and non-cash asset impairment charges of $565 and $1,174 for the three and nine months ended September 30, 2013.
(4)	Excludes the impact of Same Store SG&A reconciling items above, as well as non-cash asset impairment charges of $293 and $2,014 for the three and nine months ended September 30, 2014, and $532 and $1,139 for the three and nine months ended September 30, 2013, respectively.



Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures - U.K.
(Unaudited)
(Dollars in thousands)



		Nine Months Ended September 30,
		2014		2013			% Change
SG&A RECONCILIATION:
	As reported	$	67,063	$	54,262		23.6
	Pre-tax adjustments:
	Acquisition costs	—		(142		)
	Adjusted SG&A ⁽¹⁾	$	67,063	$	54,120		23.9
SG&A AS % REVENUES:
	Unadjusted	8.9		8.8
	Adjusted ⁽¹⁾	8.9		8.8
SG&A AS % GROSS PROFIT:
	Unadjusted	76.1		79.3
	Adjusted ⁽¹⁾	76.1		79.1
OPERATING MARGIN %:
	Unadjusted	2.5		2.0
	Adjusted ^(1),(2)	2.5		2.0
PRETAX MARGIN %:
	Unadjusted	2.1		1.7
	Adjusted ^(1),(2)	2.1		1.7

SAME STORE SG&A RECONCILIATION:
	As reported	$	64,254	$	54,259		18.4
	Pre-tax adjustments:
	Acquisition costs	—		(142		)
	Adjusted Same Store SG&A ⁽¹⁾	$	64,254	$	54,117		18.7
SAME STORE SG&A AS % REVENUES:
	Unadjusted	8.9		8.8
	Adjusted ⁽¹⁾	8.9		8.8
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	75.7		79.3
	Adjusted ⁽¹⁾	75.7		79.1
SAME STORE OPERATING MARGIN %:
	Unadjusted	2.5		2.0
	Adjusted ^(1),(2)	2.5		2.0

(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling item above.



Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures - Brazil
(Unaudited)
(Dollars in thousands)

		Three Months Ended September 30,
		2014			2013			% Change
SG&A RECONCILIATION:
	As reported	$	20,313		$	20,572		(1.3	)
	Pre-tax adjustments:
	Severance costs	(393		)	(295		)
	Adjusted SG&A ⁽¹⁾	$	19,920		$	20,277		(1.8	)
SG&A AS % REVENUES:
	Unadjusted	10.2			9.5
	Adjusted ⁽¹⁾	10.0			9.4
SG&A AS % GROSS PROFIT:
	Unadjusted	88.6			86.9
	Adjusted ⁽¹⁾	86.9			85.6
OPERATING MARGIN %
	Unadjusted	(1.6		)	1.2
	Adjusted ^(1),(2)	1.2			1.4
PRETAX MARGIN %:
	Unadjusted	(2.6		)	0.2
	Adjusted ^(1),(3)	0.2			0.3
SAME STORE SG&A RECONCILIATION:
	As reported	$	19,892		$	20,571		(3.3	)
	Pre-tax adjustments:
	Severance costs	(393		)	(295		)
	Adjusted Same Store SG&A ⁽¹⁾	$	19,499		$	20,276		(3.8	)
SAME STORE SG&A AS % REVENUES:
	Unadjusted	10.1			9.5
	Adjusted ⁽¹⁾	9.9			9.4
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	87.5			86.9
	Adjusted ⁽¹⁾	85.8			85.6
SAME STORE OPERATING MARGIN %:
	Unadjusted	(1.4		)	1.2
	Adjusted ^(1),(2)	1.4			1.4



		Nine Months Ended September 30,
		2014			2013 ⁽⁴⁾			% Change
SG&A RECONCILIATION:
	As reported	$	61,151		$	50,254		21.7
	Pre-tax adjustments:
	Severance costs	(393		)	(295		)
	Acquisition costs	—			(1,211		)
	Foreign transaction tax	(416		)	—
	Adjusted SG&A ⁽¹⁾	$	60,342		$	48,748		23.8
SG&A AS % REVENUES:
	Unadjusted	10.6			9.4
	Adjusted ⁽¹⁾	10.5			9.1
SG&A AS % GROSS PROFIT:
	Unadjusted	93.4			85.0
	Adjusted ⁽¹⁾	92.2			82.5
OPERATING MARGIN %:
	Unadjusted	(0.4		)	1.5
	Adjusted ^(1),(2)	0.6			1.7
PRETAX MARGIN %:
	Unadjusted	(1.4		)	0.4
	Adjusted ^(1),(3)	(0.4		)	0.9
SAME STORE SG&A RECONCILIATION:
	As reported	$	47,515		$	50,254		(5.5	)
	Pre-tax adjustments:
	Severance costs	(393		)	(295		)
	Acquisition costs	—			(1,211		)
	Foreign transaction tax	(416		)	—
	Adjusted Same Store SG&A ⁽¹⁾	$	46,706		$	48,748		(4.2	)
SAME STORE SG&A AS % REVENUES:
	Unadjusted	10.6			9.4
	Adjusted ⁽¹⁾	10.4			9.1
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	92.9			85.0
	Adjusted ⁽¹⁾	91.3			82.5
SAME STORE OPERATING MARGIN %:
	Unadjusted	(0.6		)	1.5
	Adjusted ^(1),(2)	0.7			1.7

(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling items above, as well as non-cash asset impairment charges of $5,121 for the three and nine months ended September 30, 2014.
(3)	Excludes the impact of SG&A reconciling items above, as well as non-cash asset impairment charges of $5,121 for the three and nine months ended September 30, 2014, and other expense, net of $789, for the period from the date of acquisition (February 28, 2013) through September 30, 2013.
(4)	Results are for the period from the date of acquisition (February 28, 2013) through September 30, 2013.



Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures - Consolidated
(Unaudited)
(Dollars in thousands, except per share amounts)
		Three Months Ended September 30,
		2014			2013			% Change
NET INCOME RECONCILIATION:
	As reported	$	26,162		$	32,765		(20.2	)
	After-tax adjustments:
	Catastrophic events⁽⁵⁾	671			158
	Gain on real estate and dealership transactions⁽⁶⁾	(8,572		)	(230		)
	Severance costs⁽⁷⁾	388			454
	Acquisition costs including related tax impact⁽⁸⁾	—			(630		)
	Non-cash asset impairment⁽¹¹⁾	6,559			349
	Loss on repurchase of long-term debt⁽¹²⁾	17,934			—
	Tax impact of foreign deductible goodwill	(3,358		)	—
	Adjusted net income ⁽¹⁾	$	39,784		$	32,866		21.0
ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED COMMON SHARES RECONCILIATION:
	Adjusted net income	$	39,784		$	32,866		21.0
	Less: Adjusted earnings allocated to participating securities	1,520			1,324			14.8
	Adjusted net income available to diluted common shares	$	38,264		$	31,542		21.3
DILUTED INCOME PER COMMON SHARE RECONCILIATION:
	As reported	$	1.03		$	1.19		(13.4	)
	After-tax adjustments:
	Catastrophic events	0.03			0.01
	Gain on real estate and dealership transactions	(0.34		)	(0.01		)
	Severance costs	0.01			0.02
	Acquisition costs including related tax impact	—			(0.02		)
	Non-cash asset impairment	0.26			0.01
	Loss on repurchase of long-term debt	0.71			—
	Tax impact of foreign deductible goodwill	(0.13		)	—
	Adjusted diluted income per share ⁽¹⁾	$	1.57		$	1.20		30.8
SG&A RECONCILIATION:
	As reported	$	264,233		$	246,863		7.0
	Pre-tax adjustments:
	Catastrophic events	(1,099		)	(258		)
	Gain on real estate and dealership transactions	14,303			1,373
	Severance costs	(393		)	(551		)
	Adjusted SG&A ⁽¹⁾	$	277,044		$	247,427		12.0
SG&A AS % REVENUES:
	Unadjusted	10.1			10.5
	Adjusted ⁽¹⁾	10.5			10.6
SG&A AS % GROSS PROFIT:
	Unadjusted	70.5			74.9
	Adjusted ⁽¹⁾	73.9			75.1
OPERATING MARGIN %:
	Unadjusted	3.4			3.1
	Adjusted ^(1),(2)	3.3			3.1



PRETAX MARGIN %:
	Unadjusted	1.7			2.2
	Adjusted ^(1),(3)	2.4			2.2
SAME STORE SG&A RECONCILIATION:
	As reported	$	252,352		$	239,565		5.3
	Pre-tax adjustments:
	Catastrophic events	(1,099		)	(258		)
	Loss on real estate and dealership transactions	(23		)	—
	Severance costs	(393		)	(366		)
	Adjusted Same Store SG&A ⁽¹⁾	$	250,837		$	238,941		5.0
SAME STORE SG&A AS % REVENUES:
	Unadjusted	10.5			10.5
	Adjusted⁽¹⁾	10.4			10.5
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	73.4			74.2
	Adjusted⁽¹⁾	73.0			74.0
SAME STORE OPERATING MARGIN %:
	Unadjusted	3.2			3.2
	Adjusted^(1),(4)	3.5			3.3



		Nine Months Ended September 30,
		2014			2013			% Change
NET INCOME RECONCILIATION:
	As reported	$	74,327		$	92,271		(19.4	)
	After-tax adjustments:
	Catastrophic events⁽⁵⁾	1,710			7,419
	Gain on real estate and dealership transactions⁽⁶⁾	(8,887		)	(5,376		)
	Severance costs⁽⁷⁾	388			454
	Acquisition costs including related tax impact⁽⁸⁾	—			6,337
	Legal items⁽⁹⁾	274			—
	Foreign transaction tax⁽¹⁰⁾	274			—
	Non-cash asset impairment⁽¹¹⁾	7,626			718
	Loss on repurchase of long-term debt⁽¹²⁾	38,711			—
	Tax impact of foreign deductible goodwill	(3,358		)	—
	Adjusted net income ⁽¹⁾	$	111,065		$	101,823		9.1
ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED COMMON SHARES RECONCILIATION:
	Adjusted net income	$	111,065		$	101,823		9.1
	Less: Adjusted earnings allocated to participating securities	4,126			4,241			(2.7	)
	Adjusted net income available to diluted common shares	$	106,939		$	97,582		9.6
DILUTED INCOME PER COMMON SHARE RECONCILIATION:
	As reported	$	2.82		$	3.52		(19.9	)
	After-tax adjustments:
	Catastrophic events	0.07			0.28
	Gain on real estate and dealership transactions	(0.33		)	(0.21		)
	Severance costs	0.01			0.02
	Acquisition costs including related tax impact	—			0.24
	Legal items	0.01			—
	Foreign transaction tax	0.01			—
	Non-cash asset impairment	0.29			0.03
	Loss on repurchase of long-term debt	1.47			—
	Tax impact of foreign deductible goodwill	(0.13		)	—
	Adjusted diluted income per share ⁽¹⁾	$	4.22		$	3.88		8.8
SG&A RECONCILIATION:
	As reported	$	793,761		$	731,455		8.5
	Pre-tax adjustments:
	Catastrophic events	(2,775		)	(12,158		)
	Gain on real estate and dealership transactions	14,812			10,196
	Severance costs	(393		)	(551		)
	Acquisition costs	—			(6,512		)
	Legal items	(442		)	—
	Foreign transaction tax	(416		)	—
	Adjusted SG&A ⁽¹⁾	$	804,547		$	722,430		11.4
SG&A AS % REVENUES:
	Unadjusted	10.7			11.0
	Adjusted ⁽¹⁾	10.9			10.9



SG&A AS % GROSS PROFIT:
	Unadjusted	73.4			75.3
	Adjusted ⁽¹⁾	74.4			74.4
OPERATING MARGIN %:
	Unadjusted	3.3			3.2
	Adjusted ^(1),(2)	3.3			3.3
PRETAX MARGIN %:
	Unadjusted	1.8			2.3
	Adjusted ^(1),(3)	2.4			2.5
SAME STORE SG&A RECONCILIATION:
	As reported	$	735,834		$	714,047		3.1
	Pre-tax adjustments:
	Catastrophic events	(2,775		)	(12,158		)
	Loss on real estate and dealership transactions	(23		)	(200		)
	Severance costs	(393		)	(366		)
	Acquisition costs	—			(6,512		)
	Legal items	(442		)	—
	Foreign transaction tax	(416		)	—
	Adjusted Same Store SG&A ⁽¹⁾	$	731,785		$	694,811		5.3
SAME STORE SG&A AS % REVENUES:
	Unadjusted	10.9			11.1
	Adjusted⁽¹⁾	10.8			10.8
SAME STORE SG&A AS % GROSS PROFIT:
	Unadjusted	73.9			75.5
	Adjusted⁽¹⁾	73.5			73.5
SAME STORE OPERATING MARGIN %:
	Unadjusted	3.3			3.2
	Adjusted^(1),(4)	3.5			3.5



(1)	We have included certain non-GAAP financial measures as defined under SEC rules, which exclude certain items. These adjusted measures are not measures of financial performance under GAAP. As required by SEC rules, we provide reconciliations of these adjusted measures to the most directly comparable GAAP measures. We believe that these adjusted financial measures are relevant and useful to investors because they improve the transparency of our disclosure, provide a meaningful presentation of results from our core business operations and improve period-to-period comparability of our results from our core business operations.
(2)	Excludes the impact of SG&A reconciling items above, as well as non-cash asset impairment charges for all periods.
(3)	Excludes the impact of SG&A reconciling items above, non-cash asset impairment charges for all periods, as well as loss on repurchase of long-term debt of $22,790 and $46,403 for the three and nine months ended September 30, 2014, respectively, and other expense, net of $789, for the nine months ended September 30, 2013.
(4)	Excludes the impact of Same Store SG&A reconciling items above, as well as non-cash asset impairment charges of $5,414 and $7,135 for the three and nine months ended September 30, 2014, respectively, and $532 and $1,139 for the three and nine months ended September 30, 2013, respectively.
(5)	Adjustment is net of tax benefit of $428 and $1,065 for the three and nine months ended September 30, 2014, respectively, and $100 and $4,739 for the three and nine months ended September 30, 2013, respectively, calculated utilizing the applicable federal and state tax rates for the adjustment.
(6)	Adjustment is net of tax provision of $5,731 and $5,925 for the three and nine months ended September 30, 2014, respectively, and $1,143 and $4,820 for the three and nine months ended September 30, 2013, respectively, calculated utilizing the applicable federal and state tax rates for the adjustment.
(7)	Adjustment is net of tax benefit of $5 for the three and nine months ended September 30, 2014, and $97 for the three and nine months ended September 30, 2013, calculated utilizing the applicable federal and state tax rates for the adjustment.
(8)	Adjustment is net of tax benefit of $630 and $963 for the three and nine months ended September 30, 2013, respectively, calculated utilizing the applicable federal and state tax rates for the adjustment.
(9)	Adjustment is net of tax benefit of $168 for the nine months ended September 30, 2014, calculated utilizing the applicable federal and state tax rates for the adjustment.
(10)	Adjustment is net of tax benefit of $141 for the nine months ended September 30, 2014, calculated utilizing the applicable federal and state tax rates for the adjustment.
(11)	Adjustment is net of tax benefit of $2,815 and $3,469 for the three and nine months ended September 30, 2014, respectively, and $216 and $456 for the three and nine months ended September 30, 2013, respectively, calculated utilizing the applicable federal and state tax rates for the adjustment.
(12)	Adjustment is net of tax benefit of $4,856 and $7,692 for the three and nine months ended September 30, 2014, respectively, calculated utilizing the applicable federal and state tax rates for the adjustment.

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GROUP 1 AUTOMOTIVE INC Reports