HOUSTON, Oct. 23, 2014 /PRNewswire/ --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: http://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.

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
or
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
                                                                 ----                                   ---- --------

     ASSETS:                                (Unaudited)

     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 a description
                     of the 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



    (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 - 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 a description
                     of the 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



    (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 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



    (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.

    (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



    (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.

                                  Reconciliation of Certain Non-GAAP Financial Measures - U.S.

                                                           (Unaudited)

                                         (Dollars in thousands, except per share amounts)


                                                          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 % OF 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, except per share amounts)


                                                         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 % OF 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
                     items above.



                                                 Group 1 Automotive, Inc.

                              Reconciliation of Certain Non-GAAP Financial Measures - Brazil

                                                        (Unaudited)

                                      (Dollars in thousands, except per share amounts)


                                                        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 % OF 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 % OF 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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SOURCE Group 1 Automotive, Inc.