Goldman Sachs -...

www.group1auto.com

September 3, 2014

‘VALUE DRIVEN’

Goldman Sachs21st Annual Global Retailing Conference

Copyright © 2014 Group 1 Automotive, Inc. All rights reserved.

www.group1auto.com

This presentation 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. 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. 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. 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 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.

2

Forward Looking Statement

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Company Overview

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n International, Fortune 500 company with Market Cap of $2.0 Billion (period ended June 30, 2014)

n Third largest dealership group in the U.S. retailing approximately 250,000 new and used vehicles annually

n Committed management team with more than 100 years of automotive retailing and OEM experience

n Unlike most other automotive retailers, Group 1 has no major controlling shareholder or owner

n Well positioned for growth

n 2nd quarter 2014 total revenue increased 7.6 percent to $2.5 billion on a year-over-year basis.

What Sets Group 1 Apart?

4

Source: Automotive News

Top 10 U.S. auto retailers by revenue ($mm, FY 2013)

17,518

14,705

8,919 8,843 7,967 6,746 5,335

4,006 3,516 2,707

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Revenue ($mm)

$4,526 $5,509

$6,080

$7,476

$8,919

2009 2010 2011 2012 2013 LTM Jun-14

Revenue New Vehicle Used Vehicle P&S F&I

$9,392

www.group1auto.com

U.K. � England

14 Dealerships

9%

(1)

Los Angeles Metro (3) Los A

San Diego (5) San D

Houston Metro (17)

Tulsa (4)

Lubbock (6)

Shreveport (1)

New Orleans (3) Beaumont (6)

Atlanta (2)

Mobile (2)

New ONew ONew ONew O

Gulfport (3)

ta (2)Columbia (2)

Augusta (1) Augusta (1AugusAugusAugusAugusAugusHilton Head (1)

rleans (3)

Pensacola / Panama City (3)

Tampa Bay Metro (1)

Annapolis (2)

New Hampshire (3)

Boston Metro (7)

Rock Hill (1)

e (2)Columbus (5)

Kansas City (4)

Long Island (3)

Freehold (2) Atlantic City (4)

BRAZIL �

Sao Paulo &

Parana

19 Dealerships

10%

UNITED STATES � 15 States 120 Dealerships

Dallas Metro (8)

Amarillo (1)

Austin (4)

San Antonio (3)

Oklahoma City (9)

El Paso (3)

EAST REGION 26%

WEST REGION 55%

Note: Locations as of August 19, 2014

WORLDWIDE:

§ 153 Dealerships

§ 196 Franchises

§ 38 Collision Centers

§ 34 Brands

Geographic Footprint

5

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Geographic Diversity

6

U.K. 9%

Brazil 10%

U.S. East

26%

U.S. West

55 %

0%

20%

40%

60%

80%

100%

120%

New Vehicle Unit Sales

Geographic Diversity - 2Q14 (New Vehicle Unit Sales)

U.S. 81%

TX

42%

CA

12%

OK

10%

MA

7%

GA

6%

NJ

5%

KS

3%

NH

3%

NY

3%

LA

3%

SC

2%

FL

1%

MS

1% AL

1%

MD

1%

United States-2Q14

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Well-Balanced Brand Portfolio

7

Brand Mix � 2Q14 (New Vehicle Unit Sales)

The Company�s brand diversity allows it to reduce the risk of changing consumer preferences

OTHER

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Business Mix Comp – 2Q14

2Q14 Revenue & Gross Profit

8

Total Company Parts & Service Gross Profit Covers 85% to 95% of Total Company Fixed Costs and Parts & Service Selling Expenses

United States United Kingdom Brazil TOTAL

58%

20%

52%

31%

72%

43% 58%

22%

26%

13%

38%

16%

17%

10%

27%

13%

12%

42%

8%

38%

10%

35%

11%

41%

4%

26%

2% 15% 1%

13% 4%

24%

Revenue Gross Profit Revenue Gross Profit Revenue Gross Profit Revenue Gross Profit

New VehiclesUsed VehiclesParts & ServiceFinance & Insurance

www.group1auto.com

New Vehicles Overview

New vehicle revenue ($mm) New vehicle gross profit

5.8% 6.2% 5.8% 5.5% 6.1%

1 Same store sales growth is for YTD 2014 only

9

$2,543 $3,087

$3,403

$4,291

$5,225 $5,473

2009 2010 2011 2012 2013 LTM Jun-14

5.8%5.8%5.8%5.8%5.8%5.8%5.8%5.8%5.8% 6.2%6.2%6.2%6.2%6.2%6.2%6.2%6.2%6.2% 5.8%5.8%5.8%5.8%5.8%5.8%5.8%5.8%5.8%5.8%5.8% 5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%5.5%

1,791

2,144

2,827

1,916

1,749

2,379

2,095

1,842

U.S.

U.K.

Brazil

Total

Gross Profit per retail unit 1H14

1H13

For the year ended December 31, LTM

2009 2010 2011 2012 2013 Jun-14

Revenue $2,543 $3,087 $3,403 $4,291 $5,225 $5,473

Gross profit $154 $178 $210 $247 $290 $295

New vehicles (units) 83,182 97,511 102,022 128,550 155,866 161,444

Average price per retail unit $30,572 $31,656 $33,352 $33,381 $33,522 $33,903

Average gross profit per retail unit $1,854 $1,823 $2,062 $1,925 $1,860 $1,825

Same store sales revenue growth (24.2%) 18.7% 6.4% 16.3% 6.0% 3.6% 1

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Used Vehicles Overview

10

Used vehicle revenue ($mm) Retail used vehicle gross profit

8.9% 7.9% 7.7% 7.3% 6.8%

86% 85% 85%

86% 86% 14%

15%

14%

14%

15%

1 Same store sales growth is for YTD 2014 only

For the year ended December 31, LTM

2009 2010 2011 2012 2013 Jun-14

Retail used vehicles (units) 54,067 66,001 70,475 85,366 98,813 103,539

Average price per used retail vehicle $17,952 $19,258 $20,100 $20,581 $20,639 $20,865

Average gross profit per used retail vehicle 1,813$ 1,742$ 1,767$ 1,710$ 1,628$ 1,599$

Average gross profit per used wholesale vehicle $83 $80 $113 $56 ($4) $23

Used vehicle gross profit ($mm) $100.3 $117.7 $128.6 $148.5 $160.7 $166.8

Retail same store revenue growth (9.9%) 27.4% 7.9% 14.8% 6.0% 5.7% 1

86%86% 85%85%85%85%

86%86%14%14%14%14%14%14%14%14%14%14%14%14%

14%14%14%

15%15%15%15%15%15%15%15%15%15%15%15%15%15%15%15%

14%14%14%14%14%14%14%14%14%

14%14%14%

15%15%15%15%15%15%15%15%15%15%15%15%15%15%$1,124

$1,487 $1,668

$2,045

$2,372 $2,519

2009 2010 2011 2012 2013 LTM Jun-14

8.9%8.9%8.9%8.9%8.9%8.9%8.9%8.9%8.9%7.9%7.9%7.9%7.9%7.9%7.9% 7.7%7.7%7.7%7.7%7.7% 7.3%7.3%7.3%7.3%7.3%7.3%7.3%7.3%7.3%7.3% 6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%6.8%

$1,651

$1,334

$1,561

$1,680

$1,714

$985

$1,475

$1,765

Total

Brazil

UK

US

Gross Profit per retail unit 1H14

1H13

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Parts & Service Overview

11

P&S revenue and gross margin ($mm) 2Q14 P&S revenue ($mm)

52.5%

n Parts & service segment provides a stable base of free cash flow through economic cycles

n Using Customer Management Software (CMS) and technology to improve efficiencies and closing rates

n Enhancing customer touch points to improve retention / attacking points of defection

n Leveraging scale

n Focusing on collision business

n Strategic emphasis on customer service has resulted in a streamlined competitive advantage in P&S business

Group 1 U.S. parts and service gross profit vs. U.S. SAAR

Source: LMC Automotive, Company filings

Growth by Same Store (as reported)

52.5%45% 57% 65%

46%

20% 17% 9%

20%

22% 17% 12% 21%

13% 9% 14% 13%

U.S. U.K. Brazil Total

Customer pay WarrantyWholesale Collision (incl. parts)

$723 $767 $814 $880

$1,011 $1,065

53.3% 53.8% 52.3% 52.4% 52.5% 52.7%

2009 2010 2011 2012 2013 LTM Jun-14

Revenue Gross margin

8

13

18

$0

$50

$100

$150

2Q

07

3Q

07

4Q

07

1Q

08

2Q

08

3Q

08

4Q

08

1Q

09

2Q

09

3Q

09

4Q

09

1Q

10

2Q

10

3Q

10

4Q

10

1Q

11

2Q

11

3Q

11

4Q

11

1Q

12

2Q

12

3Q

12

4Q

12

1Q

13

2Q

13

3Q

13

4Q

13

1Q

14

2Q

14

GPI U.S. P&S gross profit ($mm) U.S. SAAR (mm)

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14

Customer Pay 2.3% 4.6% 5.2% 5.7% 2.0% 0.5%

Warranty 7.8% 14.3% 7.4% 13.7% 5.2% 7.6%

Wholesale 5.8% 6.7% 6.5% 4.1% 14.0% 16.6%

Collision (incl. parts) 13.2% 22.1% 22.4% 10.8% 11.6% 5.2%

% Growth* 5.4% 8.8% 8.0% 7.5% 6.3% 5.6%

*Same store, as reported

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Finance & Insurance Overview

F&I revenue ($mm) F&I gross profit per retail unit ($)

F&I profitability growth accomplished via focus on people and processes:

n Consolidation of lender base

n Consumer financing at pre-recession availability and with sub-prime financing improving

n Integrating compliance, training and benchmarking to offer a consistent and transparent experience for internal and external customers

n Proactively addressed CFPB concerns with rollout of NADA’s Fair Credit Compliance Policy & Program in 2Q14, which enhances automotive lending practices

12

FY10 FY11 FY12 FY13 Consol. US UK Brazil

Finance 69% 70% 71% 69% 68% 73% 44% 44%

VSC 35% 36% 37% 34% 33% 40% 4% 3%

Gap Ins. 21% 22% 22% 22% 24% 26% 27% 0%

Maintenance 8% 8% 8% 8% 8% 10% 0% 0%

Sealant 12% 12% 14% 15% 17% 18% 29% 0%

Gross Profit PRU 1,032$ 1,135$ 1,215$ 1,223$ 1,299$ 1,449$ 711$ 470$

F&I Penetration Rates (Actual)

2014 YTD

$136 $169

$196

$260

$311 $335

2009 2010 2011 2012 2013 LTM Jun-14

$994 $1,032

$1,135

$1,215 $1,223 $1,299

$1,008

$1,064

$1,165

$1,249

$1,371

$1,449

2009 2010 2011 2012 2013 YTD Jun-14

Consolidated U.S. Only

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Financial Overview

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Consolidated Financial Results

14

Financial Results - Consolidated

($ in millions, except per share amounts)

2Q14 2Q13 Change FY14 FY13 Change

Revenues 2,511.6$ 2,335.1$ 7.6% 4,772.5$ 4,298.9$ 11.0%

Gross Profit 369.1$ 341.3$ 8.2% 707.3$ 641.8$ 10.2%

Adj. SG&A as a % of Gross Profit (1) 73.1% 72.8% 30 74.6% 74.0% 60

Adusted Operating Margin (1) 3.5% 3.6% (10) 3.3% 3.5% (20)

Adjusted EBITDA (1) 88.9$ 82.2$ 6.7$ 158.5$ 146.5$ 12.0$

Total Interest Expense (2) 22.9$ 20.4$ 2.5$ 44.3$ 39.0$ 5.3$

Adjusted Net Income (1)

40.0$ 39.7$ 0.6% 71.3$ 69.0$ 3.4%

Adjusted Diluted EPCS (1)

1.47$ 1.52$ -3.3% 2.66$ 2.69$ -1.1%

(1)See appendix for GAAP reconciliation.

(2)Includes non-cash interest expense of $2.9 million incurred in 2Q14 and $2.7 million incurred in 2Q13,$5.7 million incurred in 2Q14 YTD, and $5.3 million incurred in

2Q13 YTD related to the Company's 2.25% and 3.00% convertible notes.

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Financial Results by Segment

15

Financial Results - U.S.

($ in millions)


Revenues 2,060.6$ 1,881.7$ 9.5% 3,895.2$ 3,603.4$ 8.1%

Gross Profit 316.8$ 290.5$ 9.1% 606.5$ 563.4$ 7.6%

Adj. SG&A as a % of Gross Profit (1) 71.3% 71.6% (30) 72.9% 73.1% (20)

Adusted Operating Margin (1) 4.0% 4.0% - 3.8% 3.8% -

Total Interest Expense (2) 20.2$ 17.9$ 2.3$ 39.0$ 35.3$ 3.7$

Adjusted Pretax Margin (1) 3.0% 3.0% - 2.8% 2.8% -


(2)Includes non-cash interest expense of $2.9 million incurred in 2Q14 and $2.7 million incurred in 2Q13,$5.7 million incurred in 2Q14 YTD, and $5.3 million incurred in

2Q13 YTD related to the Company's 2.25% and 3.00% convertible notes.

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Financial Results by Segment

16

Financial Results - U.K.($ in millions)


Revenues 251.3$ 207.4$ 21.2% 499.0$ 378.5$ 31.8%

Gross Profit 29.5$ 23.7$ 24.4% 58.3$ 42.9$ 35.7%

Adj. SG&A as a % of Gross Profit (1) 75.6% 78.2% (260) 76.9% 80.3% (340)

Adusted Operating Margin (1) 2.5% 2.2% 30 2.4% 1.9% 50

Total Interest Expense 0.8$ 0.7$ 0.1$ 1.7$ 1.2$ 0.5$

Adjusted Pretax Margin (1) 2.2% 1.8% 40 2.0% 1.6% 40


Financial Results - Brazil($ in millions)


Revenues 199.7$ 246.0$ -18.8% 378.3$ 317.0$ 19.3%

Gross Profit 22.8$ 27.1$ -15.6% 42.5$ 35.4$ 20.0%

Adj. SG&A as a % of Gross Profit (1) 95.1% 80.5% 1,460 95.1% 80.4% 1,470

Adusted Operating Margin (1) 0.3% 2.0% (170) 0.3% 2.0% (170)

Total Interest Expense 1.9$ 1.8$ 0.1$ 3.6$ 2.5$ 1.1$

Adjusted Pretax Margin (1) -0.7% 1.3% (200) -0.7% 1.2% (190)


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Same Store Financial Results

17

Same Store Financial Results - Consolidated

$ in thousands

6/30/2014 6/30/2013 Change 6/30/2014 6/30/2013 Change

Revenues:

New vehicle retail sales 1,379,746$ 1,339,116$ 3.0% 2,493,991$ 2,408,273$ 3.6%

Used vehicle retail sales 543,487 521,342 4.2% 1,034,349 978,208 5.7%

Used vehicle wholesale sales 90,347 80,354 12.4% 170,257 152,355 11.8%

Total used 633,834$ 601,696$ 5.3% 1,204,606$ 1,130,563$ 6.5%

Parts and service 266,405 252,332 5.6% 507,677 479,270 5.9%

Finance and insurance 85,573 77,893 9.9% 163,838 145,742 12.4%

Total 2,365,558$ 2,271,037$ 4.2% 4,370,112$ 4,163,848$ 5.0%

Gross Profit 347,239$ 332,775$ 4.3% 652,089$ 622,494$ 4.8%

Three Months Ended Six Months Ended

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Total Revenue & EPS Growth

18

* CAGR calculation compares 1Q14 to 1Q10

1,191.2

1,418.5 1,461.8 1,437.8 1,409.3 1,474.1 1,570.4 1,625.9 1,664.7

1,895.8 1,976.6 1,939.0 1,963.8

2,335.1 2,340.1 2,279.5 2,260.9 2,511.6

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14

Total Revenue ($ in millions)

FY10 = $5.5B FY11 = $6.1B FY12 = $7.5B FY13 = $8.9B

0.43

0.73 0.80

0.62 0.64

1.03 1.01 0.94 0.97

1.25 1.32

0.99 1.16

1.52

1.20 1.08

1.19

1.47

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14

Adjusted EPS (1)

(1) See appendix for Adjusted EPS reconciliation

FY10 = $2.59 FY12= $4.53 FY11 = $3.62 FY13= $4.96

www.group1auto.com

$0

$5

$10

$15

$20

$25

4Q

07

1Q

08

2Q

08

3Q

08

4Q

08

1Q

09

2Q

09

3Q

09

4Q

09

1Q

10

2Q

10

3Q

10

4Q

10

1Q

11

2Q

11

3Q

11

4Q

11

GPI Adj. income from continuing operations ($mm)

8

9

10

11

12

13

14

15

16

17U.S. Light Vehicle SAAR (mm)

Profitable Throughout Downturn

Collapse of Lehman, new vehicle unit sales declined 26%

Japan earthquake and tsunami materially disrupt Toyota/Honda production and constrain dealer supply

Toyota recall

“Cash for clunkers”

1 Total debt + 8x rent expense * See appendix for reconciliations

($mm) 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11

Quarterly Revenue $1,134 $1,020 $1,109 $1,247 $1,150 $1,191 $1,419 $1,462 $1,438 $1,409 $1,474 $1,570 $1,626

Quarterly Adjusted EBITDA* $16 $21 $31 $42 $29 $31 $41 $45 $37 $39 $55 $54 $51

Quarterly Adjusted EBIT* $10 $15 $24 $35 $23 $24 $34 $38 $31 $33 $48 $47 $44

Quarterly Adjusted Net Income* $1 $5 $10 $17 $10 $10 $18 $19 $15 $16 $25 $24 $22

LTM Adjusted EBITDAR* $183 $163 $149 $162 $174 $183 $194 $196 $205 $213 $225 $233 $247

Total Rent-Adj. Debt1 / Adj. EBITDAR* 5.7x 6.1x 6.4x 5.7x 5.3x 5.1x 4.8x 4.8x 4.7x 4.5x 4.2x 4.1x 3.9x

19

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Balance Sheet

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Summary Balance Sheet

21

Summary Balance Sheet

$ in thousands

As of As of

6/30/2014 12/31/2013

Cash and cash equivalents (1)

21,295$ 20,215$

Contracts In Transit and vehicle receivables, net 210,911$ 225,156$

Inventories, net 1,514,274$ 1,542,318$

Total current assets 2,024,203$ 1,967,938$

Total assets 3,976,890$ 3,819,478$

Floorplan notes payable 1,420,989$ 1,489,676$

Offset account related to credit facility (1)

(64,614)$ (56,198)$

Other current liabilities 456,672$ 431,699$

Total current liabilities 1,813,047$ 1,865,176$

Long-Term Debt, net of

current maturities 938,575$ 663,689$

Temporary Equity 22,860$ 29,094$

Total stockholder's equity 967,070$ 1,035,175$

(1) Available cash of $85.9 million is total of cash and cash equivalents plus the U.S. offset account related to f loorplan credit facility. Offset account is amount of excess

cash that is used to paydow n floorplan credit facility but can be immediately redraw n against inventory.

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Debt Maturity

22

Debt Maturity Slide

(in millions) Maturity

Date Actual

Available

Liquidity

Funding

Capacity

Cash and cash equivalents 21.3$ 21.3$

Short-Term Debt

Inventory Financing (1) 2018 1,217.1$ 64.6$ 1,680.0$

Other Vehicles Financing (2) 139.3

Current Maturities - LTD and Short-term Financing 30.5

1,386.9$ 64.6$ 1,680.0$

Available Cash 85.9$ (4)

Long-Term Debt

Acquisition Line of Credit (1,3) 2018 20.5 220.8 320.0

3.00% Convertible Notes 2020 16.9

(Face: $22.5 Million)

2.25% Convertible Notes 2016 164.6


5.00% Senior Unsecured Notes 2022 344.8


Mortgage Facility 2015 - 2018 62.9

Real Estate 2015 - 2024 315.8

Other 2017 13.2

Total Long-Term Debt 938.6$

Total Debt 2,325.5$

306.7$ 2,000.0$

1)

2)

3)

4) Available cash of $85.9 million is total of cash and cash equivalents plus the U.S. offset account related to f loorplan credit facility. The U.S. offset account is amount of

excess cash that is used to paydow n floorplan credit facility but can be immediately redraw n against inventory.

As of June 30, 2014

The capacity under the f loorplan and acquisition tranches of our credit facility can be redesignated w ithin the overall $1.7 billion commitment. Further, the borrow ings under

the acquisition tranche may be limited from time to time based upon certain debt covenants.

Borrow ings w ith manufacturer aff iliates for rental vehicle f inancing and foreign inventories not associated w ith any of the Company’s domestic credit facilities. The available liquidity balance at June 30, 2014 considers the $43.2 million of letters of credit outstanding.

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Capital Markets Summary

23

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n Primary exposure is short-term interest rate changes; key exposure is one-month LIBOR

n Group 1 has mitigated the majority of its risk exposure for rising interest rates through a combination of the swaps, fixed rate debt, and manufacturer floorplan assistance

n Manufacturer floorplan assistance offsets a portion of interest rate impact

Ø As interest rates go up, typically manufactures offer additional interest assistance to offset the variance

Ø 85.7% of variable inventory financing is eligible for floorplan assistance as used vehicle; rental and some foreign financing are not eligible for floorplan assistance

Ø Interest assistance is recognized in new vehicle gross profit, not in interest expense

Actual Variable %

Vehicle Financing $1,356.4 95.9%

Real Estate & Other Debt $442.8 52.8%

Convertible Debt (1) $205.3 0.00%

Senior Notes (1) $350.0 0.00%

SWAPS (2) $450.0 100.0%

(1) Face Value (2) SWAPS range from $450-$600 million through 2019

Interest Rate Variability

24

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Growth Outlook

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Factors Driving U.S. Auto Sales Growth

n Age of car park exceeds 11 years – above trend

n Financing is back to pre-recession levels Ø Aggressive loan to value; approval rates for prime and near prime

customers rising

n Used vehicle prices remain robust Ø Helps consumers in terms of trade-in values; allows for more aggressive

leasing

n Number of licensed drivers is on the rise

Pent-up demand driving purchase decisions

26

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U.S. SAAR

15.2

15.6

17.0

17.4 17.2

16.8 16.7

16.9 17.0

16.6 16.2

13.2

10.4

11.6

12.8

14.5

15.6

16.3

9.0

12.0

15.0

18.0

199

7

199

8

199

9

200

0

200

1

200

2

200

3

200

4

200

5

200

6

200

7

200

8

200

9

201

0

201

1

201

2

201

3

201

4E

Source: LMC Automotive – U.S. New Vehicle Unit Sales & 2014 Forecast

United States (New Vehicle Unit Sales)

16.3 Average (1997 � 2008)

16.3 GPI�s FY14 estimate

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n Acquisitions that clear return hurdles (10%-15% after-tax discounted cash flows)

n Return cash to stockholders Ø Quarterly Cash Dividend is $0.17 per share

Ø Share Repurchases in 2014:

§ 2Q14: None

§ 1Q14: 270,054 shares at average price of $62.74

Ø Repurchase Authorization:

§ $54.5M remains under prior authorization of $75M

Cash Prioritization

28

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External Growth Opportunities

n Plentiful acquisition opportunities

Ø Aging franchise ownership looking for exit strategy in U.S. and Brazil

n Very large and extremely fragmented market in U.S.

Ø $1 trillion market (1)

Ø Top 10 groups represent approximately 8% of the market (2)

n Growing market in Brazil

Ø Opportunity for open points

Source: Automotive News “Top 125 Dealership Groups of 2013”

Other 94%

Top 10 Dealers 6%

U.S. New Vehicle Unit Sales

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3Q*

$135 $20 $85 $55 $15 $225 $135

Acquisition Strategy

30

n Group 1 is well positioned to take advantage of acquisition opportunities and grow scale in existing markets (U.S., U.K., and Brazil)

n The Company targets acquisitions that clear return hurdles (10% - 15% after tax discounted cash flow)

Ford �U.K. Toyota / Nissan / BMW MINI / Renault / Peugeot Land Rover / Jaguar

�Brazil

$1.3 billion

Ac

qu

isit

ion

s

(Es

tim

ate

d A

nn

ua

l R

eve

nu

es

) ($

mm

)

$177 $650 $80 $60 $200 $150 2013

1Q 3Q 2Q 4Q

$670 million 2014

1Q

2014 YTD, Group 1 has disposed of three franchises (Honda, Hyundai and Volvo) that generated trailing-twelve-month revenues of $115 million.

*3Q14 acquisition data is quarter to date data.

2Q

www.group1auto.com

n 2014 CapEx projected to be less than $95 million

Ø Working with our manufacturer partners to limit spending

Capital Expenditures

31

YTD

($ in millions)

$16 $20 $22 $22 $23 $24 $27 $17

$70

$53

$29

$40

$62

$69

$39

2007 2008 2009 2010 2011 2012 2013 2014

Capital Expenditures

Maintenance CapEx

Depreciation & Amortization Expense

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n GPI has historically leased properties but has been

shifting to owning the real estate

Ø GPI views control of dealership real estate as a

strong strategic asset

Ø Better flexibility and lower cost

n As of Jun-14, the Company owns approximately $674

million of real estate (>40% of dealership locations)

financed through $360 million of mortgage debt

n The Company looks for opportunistic real estate

acquisitions in strategic locations and markets

Real Estate Strategy

32

Leased vs. owned properties

Dealership property breakdown by region (as of Jun-14)

Dealerships

Geographic Location Owned Leased

United States 54 64

United Kingdom 9 5

Brazil -- 19

Total 63 88

31% 32% 36% 40% 43% 42%

69% 68% 64%

60%

57% 58% 98 100 109

121

148 151

2009 2010 2011 2012 2013 Jun-14

Leased Owned

www.group1auto.com

Return on Invested Capital

1 After-Tax Income before Non-Floorplan Interest and Rent Expense - ((Total Debt + Total Equity + Capitalized Rent Expense4) * WACC3) 2 After-Tax Income before Non-Floorplan Interest / (Total Debt + Total Equity) 3 WACC of 7.5%, which is the mid-point of the 7-8% range estimated by GPI and external analysts 4 Rent Expense x 8

2 1

n Key factors driving return on capital:

Ø Efficient balance sheet management

Ø Maximizing utilization of existing operations

Ø Acquisitions meeting strict return hurdles

Ø Dispositions strategically eliminating underperforming stores

Ø Aggressively managing capital expenditures

$153,603

$198,684

$242,518

$283,433

$(2,017)

$21,826 $37,981 $44,916

7.2%

9.4%

10.3% 10.2%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

-$10,000.00

$40,000.00

$90,000.00

$140,000.00

$190,000.00

$240,000.00

$290,000.00

2010 2011 2012 2013

Adjusted EBITDA Rent Adjusted EVA Adjusted ROIC

33

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Conclusion

www.group1auto.com

n Well-balanced portfolio (geography, business mix and brands)

n Profitability of different business units through the cycle

Ø Model proved itself during recession

n Streamlined business -- generating cash

n Strong balance sheet

n Operational growth and leverage

Ø New vehicle sales growth in U.S., Brazil and in the U.K.

Ø Anticipate used vehicle support in early 2014 with new vehicle sales growth and off-lease vehicles coming to market in U.S.

Ø Opportunity to drive growth in used vehicle, F&I and Parts & Service with process improvements in Brazil

Ø Parts & Service initiatives should drive revenue growth in U.S.

Ø Continued leverage opportunities as gross profit increases

n Experienced, successful and driven management team

Why GPI?

35

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CORE VALUES

Integrity We conduct ourselves with the highest level of ethics both personally and professionally when we sell to and perform service for our customers without compromising our honesty

Transparency We promote open and honest communication between each other and our customers

Professionalism We set our standards high so that we can exceed expectations and strive for perfection in everything we do

Teamwork We put the interest of the group first, before our individual interests, as we know that success only comes when we work together

www.group1auto.com

Appendix

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www.group1auto.com

Earl J. Hesterberg � President and Chief Executive Officer and Director

(April 2005)

§ 35+ Years Industry Experience

§ Manufacturer and Automotive Retailing Experience: Ford Motor Company; Ford of Europe; Gulf States Toyota; Nissan

Motor Corporation in U.S.A.; Nissan Europe

John C. Rickel � Senior Vice President and Chief Financial Officer (December 2005)


§ Manufacturer and Automotive Retailing Experience: Ford Motor Company; Ford Europe

Darryl M. Burman � Vice President and General Counsel (December 2006)


§ Automotive-related Experience: Mergers and Acquisitions; Corporate Finance; Employment and Securities Law � Epstein

Becker Green Wickliff & Hall, P.C.; Fant & Burman, L.L.P.

Peter C. DeLongchamps � Vice President, Financial Services and Manufacturer Relations (July 2004)


§ Manufacturer and Automotive Retailing Experience: General Motors Corporation; BMW of North America; Advantage BMW

in Houston

Wade D. Hubbard � Vice President, Fixed Operations (May 2006)

§ 35 Years Industry Experience

§ Automotive Industry Experience: Gulf States Toyota; BMW North America;

DaimlerChrysler Corp./Mercedes-Benz; Nissan Motor Corporation USA; Ford Motor Company

Mark Iuppenlatz � Vice President, Corporate Development (January 2010)

§ 15 Years Industry Experience

§ Automotive-related Experience: Corporate and Real Estate Development; Construction -Sonic Automotive; REIT

J. Brooks O�Hara � Vice President, Human Resources (February 2000)


§ Automotive Industry Experience: Gulf States Toyota

Operating Management Team - Corporate

38

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n Frank Grese Jr. – Regional Vice President, West Region(December 2004)

Ø 35+ Years Industry Experience

Ø Manufacturer and Automotive Retailing Experience: Ford Motor Company; Nissan Motor Corporation in U.S.A.; AutoNation; Van Tuyl

n Daryl Kenningham – Regional Vice President, East Region(July 2011)


Ø Manufacturer and Automotive Retailing Experience: Gulf States Toyota; Nissan Motor Corporation; Ascent Automotive

n Ian Twinley – Regional Vice President, United Kingdom(March 2007)


Ø Manufacturer and Automotive Retailing Experience: Chandlers Garage Holdings Ltd.; John Grose Group; Ford Motor Company

n Lincoln da Cunha Pereira Filho – Regional Vice President, Brazil; Director; Chairman, UAB Motors(February 2013)

Ø 15 Years Industry Experience

Ø Automotive-related Experience: UAB Motors Participacoes S.A.; Public Auto Group; Automotive Racing

Operating Management Team - Field

39

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SWAPS: Interest Expense Impact

40

2011 2013 2014 2015 2016 2017 2018 2019

1Q12 2Q12 3Q12 4Q12

Old Layers 300 250 225 50 50

New Layer - Total 50 50 50 375 375 450 450 550 550 600 350 200

Total $350 $300 $275 $425 $425 $450 $450 $550 $550 $600 $350 $200

Average Swap Balance $333 $300 $275 $317 $408 $450 $450 $550 $550 $600 $350 $200

Interest Expense (assumes 0.20% libor)- QTD $3 $3 $3 $3 $3 $3 $3

- Full Year $13 $11 $11 $11

Average Interest Rate (current layers) 4.20% 4.26% 4.37% 3.58% 2.73% 2.63% 2.63% 2.56% 2.76% 2.69% 2.77% 2.52%

YTD 2012 - 3.40%

INTEREST RATE SWAP LAYERS($'s in millions)

2012

www.group1auto.com

U.K. Locations

UNITED KINGDOM � England 14 Dealerships

Wokingham (1)

Hindhead (1)

Chingford (1) Harold Wood (1)

d (1)Haro

Chin

Woki

Hind

Brighton (1) Worthing (1) WortWortWort

Farnborough (2)

Bracknell (1)

ngham (1

BracBrac

Guildford (1) GuilGuil

Chelmsford (1)

Rayleigh (1) RaylRayl

ChelChel

Bishop�s

Stortford (1)

Bish

StorStor

Hailsham (1)

41

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www.group1auto.com

n 19 Dealerships / 23 Franchises

Ø 4 BMW; 2 MINI; 2 Toyota; 3 Renault; 4 Nissan; 4 Peugeot; 2 Land Rover; 2 Jaguar

Ø 5 Collision Centers

n FY2013* new vehicle unit sales 17,100 *From the period of acquisition, February 28, 2013 through December 31, 2013

Sao Paulo

Parana

Sao Paulo Locations § Sao Paulo§ Sao Jose dos Campos§ Santo Andre§ Sao Caetano do Sul§ Sao Bernardo do Campo

Parana Locations § Curitiba§ Londrina§ Cascavel

BRAZIL

Group 1 is aligned with growing brands in Brazil

Brazil Locations

42

www.group1auto.com

n See following page(s) for information relating to convertible debt and reconciliations of items noted in slides that are contained in this presentation.

Convertibles & Reconciliations

43

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Reconciliation: Quarterly Adjusted EBIT, EBITDA, EBITDAR

44

($mm) Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11

Net Income from continuing operations $16 $17 ($22) ($57) $8 $10 $18 ($2) $8 $13 $19 $11 $15 $25 $21 $21

Provision for income taxes 10 11 (13) (39) 6 6 10 (2) 5 8 12 6 9 15 13 13

Other interest expense, net 10 9 9 9 7 8 7 7 7 6 7 7 8 8 9 9

Non-Cash asset impairment charges - - 48 115 - 2 1 18 - 1 2 8 0 0 4 1

Mortgage debt refinance charges - - - - - 1 - - - - - - - - - -

(Gain) Loss on real estate and dealership transactions - 1 0 - 1 (1) - 1 - 5 (1) - - - - -

(Gain) Loss of debt redemption (0) - (0) (17) (7) (1) (1) - 4 - - - - - - -

Severance costs - - - - - - - - - 1 - - - - - -

Legal settlement - - - - - - - - - - - - - - - 1

Adjusted EBIT $35 $38 $23 $10 $15 $24 $35 $23 $24 $34 $38 $31 $33 $48 $47 $44

Depreciation Amortization expense 6 6 7 7 6 6 7 6 6 7 7 7 6 7 7 7

Adjusted EBITDA $41 $45 $29 $16 $21 $31 $42 $29 $31 $41 $45 $37 $39 $55 $54 $51

G&A Rent Expense 14 13 13 13 13 13 13 13 13 13 13 13 12 12 12 12

Adjusted EBITDAR $54 $58 $42 $29 $34 $43 $55 $41 $43 $54 $57 $50 $51 $67 $66 $63

Three months ended,

Note: One time charges are pre-tax

of 37

www.group1auto.com

Reconciliation: Quarterly Adjusted Net Income

Note: One time charges are after-tax

($mm) Dec-08 Mar-09 Jun-09 Sep-09 Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11

Net Income ($57) $8 $10 $18 ($2) $8 $13 $19 $11 $15 $25 $21 $21

Non-Cash asset impairment charges 67 - 1 0 12 - 1 1 5 0 0 2 0

Mortgage debt refinance charges - - 0 - - - - - - - - - -

(Gain) Loss on real estate and dealership transactions - 1 (1) - 1 - 4 (1) - - - - -

(Gain) Loss of debt redemption (9) (4) (0) (0) - 2 - - - - - - -

Severance costs - - - - - - 0 - - - - - -

Income tax effect - - - (2) - - - - (1) - - - -

Legal Settlement - - - - - - - - - - - - 1

Adjusted Net Income $1 $5 $10 $17 $10 $10 $18 $19 $15 $16 $25 $24 $22

Three months ended,

45

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of 37

NET INCOME (LOSS) RECONCILIATION:3/31/2010 6/30/2010 9/30/2010 12/31/2010 3/31/2011 6/30/2011 9/30/2011 12/31/2011 3/31/2012 6/30/2012 9/30/2012 12/31/2012 3/31/2013 6/30/2013 9/30/2013 12/31/2013 3/31/2014 6/30/2014

As reported 7,981$ 12,769$ 18,985$ 10,569$ 15,362$ 24,683$ 21,494$ 20,855$ 23,117$ 28,625$ 31,335$ 17,132$ 22,118$ 37,388$ 32,765$ 21,721$ 31,303$ 16,862$ After-tax Adjustments (1):

Non-cash asset impairment charges - 950 1,033 4,947 140 85 2,309 461 - 115 - 4,277 - 369 349 3,319 - 1,067 Mortgage debt refinance charges - - - - - - - - - - - - - - - - - - (Gain) loss on real estate and dealership transactions - 3,698 (761) - - - - - - (659) - (276) (356) (4,785) (230) - - (316) (Gain) loss on redemption of long-term debt 2,458 - - - - - - - - - - - - - - - - 20,778 Income tax benefit related to tax elections for prior periods - - - (810) - - - - - - - - - - - - - - Catastrophic events - - - - - - - - - 1,658 - 1,219 504 6,757 158 - - 1,039 Severance costs associated with restructuring activities - 405 - - - - - - - - - 548 - - 454 237 - - Acquisition costs - - - - - - - - - - - 1,111 6,968 - (630) - - - Valuation allowance for certain deferred tax assets - - - - - - - - - - - - - - - 3,629 - - Accrual for pending legal matter/legal settlements - - - - - - - 641 - - - - - - - - - 274

- - - - - - - - - - - - - - - - - 274

10,439$ 17,822$ 19,257$ 14,706$ 15,502$ 24,768$ 23,803$ 21,957$ 23,117$ 29,739$ 31,335$ 24,011$ 29,234$ 39,729$ 32,866$ 28,906$ 31,303$ 39,978$

ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTEDCOMMON SHARES RECONCILIATION:

Adjusted net income 10,439$ 17,822$ 19,257$ 14,706$ 15,502$ 24,768$ 23,803$ 21,957$ 23,117$ 29,739$ 31,335$ 24,011$ 29,234$ 39,729$ 32,866$ 28,906$ 31,303$ 39,978$ Less: Adjusted earnings allocated to participating securities 597 1,000 1,203 785 918 1,424 1,392 1,182 1,165 1,637 1,641 1,066 1,233 1,692 1,324 1,057 1,156 1,456 Adjusted net income available to diluted common shares 9,842$ 16,822$ 18,054$ 13,921$ 14,584$ 23,344$ 22,411$ 20,775$ 21,952$ 28,102$ 29,694$ 22,945$ 28,001$ 38,037$ 31,542$ 27,849$ 30,147$ 38,522$

DILUTED EARNINGS (LOSS) PER SHARE RECONCILIATION:

3/31/2010 6/30/2010 9/30/2010 12/31/2010 3/31/2011 6/30/2011 9/30/2011 12/31/2011 3/31/2012 6/30/2012 9/30/2012 12/31/2012 3/31/2013 6/30/2013 9/30/2013 12/31/2013 3/31/2014 6/30/2014

As reported 0.32$ 0.52$ 0.79$ 0.45$ 0.64$ 1.03$ 0.91$ 0.90$ 0.97$ 1.20$ 1.32$ 0.70$ 0.88$ 1.43$ 1.19$ 0.81$ 1.19$ 0.62$ After-tax Adjustments:

Non-cash asset impairment charges - 0.04 0.04 0.21 - - 0.10 0.02 - 0.01 - 0.18 - 0.01 0.01 0.12 - 0.04 Mortgage debt refinance charges - - - - - - - - - - - - - - - - - - (Gain) loss on real estate and dealership transactions - 0.15 (0.03) - - - - - - (0.03) - (0.01) (0.01) (0.18) (0.01) - - (0.01) (Gain) loss on redemption of long-term debt 0.11 - - - - - - - - - - - - - - - - 0.76 Income tax benefit related to tax elections for prior periods - - - (0.04) - - - - - - - - - - - - - - Catastrophic events - - - - - - - - - 0.07 - 0.05 0.02 0.26 0.01 - - 0.04 Severance costs associated with restructuring activities - 0.02 - - - - - - - - - 0.02 - - 0.02 0.01 - - Acquisition costs - - - - - - - - - - - 0.05 0.27 - (0.02) - - - Valuation allowance for certain deferred tax assets - - - - - - - - - - - - - - - 0.14 - - Accrual for pending legal matter/legal settlements - - - - - - - 0.02 - - - - - - - - - 0.01

- - - - - - - - - - - - - - - - 0.01

Adjusted diluted income per share (2) 0.43$ 0.73$ 0.80$ 0.62$ 0.64$ 1.03$ 1.01$ 0.94$ 0.97$ 1.25$ 1.32$ 0.99$ 1.16$ 1.52$ 1.20$ 1.08$ 1.19$ 1.47$

Weighted average dilutive common shares outstanding 23,156 23,108 22,433 22,467 22,736 22,651 22,219 22,040 22,532 22,513 22,458 23,244 24,113 24,980 26,342 25,792 25,428 26,242 Participating Securities 1,405 1,374 1,495 1,284 1,450 1,393 1,392 1,276 1,209 1,317 1,245 1,091 1,072 1,112 1,100 983 963 986 Total weighted average shares outstanding 24,561 24,482 23,928 23,751 24,186 24,044 23,611 23,316 23,741 23,830 23,703 24,335 25,185 26,092 27,442 26,775 26,391 27,228

(1)

(2) We believe that these adjusted financial measures are relevant and useful to investors because they provide additional information regarding the performance of our operations and improve period-to-period comparability. These measures are not measures of financial performance under GAAP. Accordingly, they should not be considered as substitutes for their unadjusted counterparts, which are prepared in accordance with GAAP. Although we find these non-GAAP results useful in evaluating the performance of our business, our reliance on these measures is limited because the adjustments often have a material impact on our financial statements calculated in accordance with GAAP. Therefore, we typically use these adjusted numbers in conjunction with our GAAP results to address these limitations.

Adjusted net income (2)

Refer to separate reconciliations of certain non-GAAP financial measures within the respective quarterly earnings release schedules for specific tax benefit or tax provision information.

Three Months Ended:

Group 1 Automotive, Inc.Reconciliation of Certain Non-GAAP Financial Measures

Three Months Ended:

Foreign transaction tax

Foreign transaction tax

(Unaudited, in thousands)

of 37

EBITDA RECONCILIATION:

2014 2013 2014 2013

Net income 16.9$ 37.4$ 48.2$ 59.5$

Loss on redemption of long-term debt 23.6 - 23.6 -

Other interest expense, net (1)

12.6 9.6 23.1 18.8

Depreciation and amortization expense 10.8 8.9 20.7 17.3

Non-cash asset impairment charges 1.7 0.6 1.7 0.6

Acquisition costs - - - 7.3

Catastrophic events 1.7 11.1 1.7 11.9

Net gain on real estate and dealership transactions (0.5) (8.2) (0.5) (8.8)

Legal settlements 0.4 - 0.4 -

Foreign transaction tax 0.4 - 0.4 -

Income tax expense 21.3 22.8 39.2 39.9

Adjusted EBITDA (2)

88.9$ 82.2$ 158.5$ 146.5$

(1)

(2)

May not foot due to rounding

Adjusted EBITDA is defined as income (loss) plus loss on redemption of long-term debt, other interest expense, net, depreciation and amortization expense, non-cash asset

impairment charges, acquisition costs, catastrophic events, net gain on real estate and dealership transactions, severance, deal costs, legal settlements, foreign transaction tax, and

income tax expense (less income tax benefit). While Adjusted EBITDA should not be construed as a substitute for net income or as a better measure of liquidity than net cash

provided by operating activities, which are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), it is included in

our discussion of earnings to provide additional information regarding the amount of cash our business is generating with respect to our ability to meet future debt services, capital

expenditures and working capital requirements. Adjusted EBITDA should not be used as an indicator of our operating performance. Consistent with industry practices, our

management utilizes Adjusted EBITDA when valuing dealership operations. This measure may not be comparable to similarly titled measures reported by other companies. The

table above shows the calculation of Adjusted EBITDA and reconciles Adjusted EBITDA to the GAAP measurement income (loss) for the periods presented in the table.

Three Months Ended June 30, Six Months Ended June 30,

Group 1 Automotive, Inc.

Reconciliation of Certain Non-GAAP Financial Measures - Consolidated

(Unaudited, in millions)

Excludes Floorplan interest expense

of 37

2014 2013 % Change

As reported 227,506$ 210,820$ 7.9

Pre-tax adjustments:

Catastrophic events (1,676) (11,092)

Net gain on real estate and dealership transactions 510 8,249

Legal settlements (442) -

Adjusted SG&A (1)

$ 225,898 $ 207,977 8.6

Unadjusted 11.0 11.2

Adjusted (1)

11.0 11.1


Adjusted (1)

71.3 71.6

Unadjusted 3.8 3.8

Adjusted (1), (2)

4.0 4.0

Unadjusted 1.7 2.8

Adjusted (1), (3)

3.0 3.0

SAME STORE SG&A RECONCILIATION:

As reported 210,923$ 210,023$ 0.4



Net gain on real estate and dealership transactions - (200)


Adjusted Same Store SG&A (1)

208,805$ 198,731$ 5.1

SAME STORE SG&A AS % REVENUES:


Adjusted (1)

10.9 10.9

SAME STORE SG&A AS % GROSS PROFIT:


Adjusted (1)

70.7 70.5

SAME STORE OPERATING MARGIN %:

Unadjusted 3.9 3.5

Adjusted (1), (4)

4.1 4.2


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

(Unaudited)

(Dollars in thousands, except per share amounts)

Three Months Ended June 30,

SG&A RECONCILIATION:

SG&A AS % REVENUES:

SG&A AS % GROSS PROFIT:

OPERATING MARGIN %

PRETAX MARGIN %:

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2014 2013 % Change

As reported 443,902$ 420,304$ 5.6


Acquisition costs - (5,159)




Adjusted SG&A (1)

442,294$ 412,068$ 7.3


Adjusted (1)

11.4 11.4


Adjusted (1)

72.9 73.1

Unadjusted 3.7 3.5

Adjusted (1), (2)

3.8 3.8

Unadjusted 2.1 2.5

Adjusted (1), (3)

2.8 2.8


As reported 413,884$ 410,200$ 0.9







411,766$ 392,941$ 4.8



Adjusted (1)

11.3 11.3



Adjusted (1)

72.4 72.2


Unadjusted 3.7 3.4

Adjusted (1), (4)

3.8 3.9

(1)

(2)

(3)

(4)


Six Months Ended June 30,

Excludes the impact of Same Store SG&A reconciling items above, as well as non-cash asset impairment charges of $1,721 for the three

and six months ended June 30, 2014, and $609 and $607 for the three and six months ended June 30, 2013, respectively.

SG&A AS % REVENUES:

SG&A AS % OF GROSS PROFIT:

OPERATING MARGIN %:

PRETAX MARGIN %:

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.

Excludes the impact of SG&A reconciling items above, as well as non-cash asset impairment charges of $1,721 for the three and six

months ended June 30, 2014, and $609 for the three and six months ended June 30, 2013.

Excludes the impact of SG&A reconciling items above, as well as loss on redemption of long-term debt of $23,614 for the three and six

months ended June 30, 2014, non-cash asset impairment charges of $1,721 for the three and six months ended June 30, 2014, and $609 for

the three and six months ended June 30, 2013.

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2014 2013 % Change

As reported 44,788$ 34,606$ 29.4


Acquisition costs - (142)

Adjusted SG&A (1)

44,788$ 34,464$ 30.0

Unadjusted 9.0 9.1

Adjusted (1)

9.0 9.1


Adjusted (1)

76.9 80.3

Unadjusted 2.4 1.9

Adjusted (1), (2)

2.4 1.9

Unadjusted 2.0 1.5

Adjusted (1), (2)

2.0 1.6


As reported 41,977$ 34,599$ 21.3


Acquisition costs — (142)


41,977$ 34,457$ 21.8


Unadjusted 8.9 9.1

Adjusted (1)

8.9 9.1



Adjusted (1)

76.3 80.4


Unadjusted 2.4 1.9

Adjusted (1), (2)

2.4 1.9

(1)

(2)


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

(Unaudited)


Excludes the impact of SG&A reconciling items above.



SG&A AS % REVENUES:


OPERATING MARGIN %:

PRETAX MARGIN %:

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.

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2014 2013 % Change

As reported 22,148$ 21,769$ 1.7


Foreign transaction tax (416) -

Adjusted SG&A (1)

21,732$ 21,769$ (0.2)

Unadjusted 11.1 8.8

Adjusted (1)

10.9 8.8


Adjusted (1)

95.1 80.5

Unadjusted 0.1 2.0

Adjusted (1), (2)

0.3 2.0

Unadjusted (0.9) 1.3

Adjusted (1), (3)

(0.7) 1.3


As reported 21,907$ 21,769$ 0.6


Foreign transaction tax (416) —


21,491$ 21,769$ (1.3)


Unadjusted 11.1 8.8

Adjusted (1)

10.9 8.8



Adjusted (1)

96.3 80.5



Adjusted (1), (2)

0.2 2.0


Reconciliation of Certain Non-GAAP Financial Measures - Brazil

(Unaudited)

(Dollars in thousands)



SG&A AS % REVENUES:


OPERATING MARGIN %

PRETAX MARGIN %:

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2014 2013(4)

% Change

As reported 40,838$ 29,682$ 37.6




Adjusted SG&A (1)

40,422$ 28,471$ 42.0

Unadjusted 10.8 9.4

Adjusted (1)

10.7 9.0


Adjusted (1)

95.1 80.4

Unadjusted 0.1 1.6

Adjusted (1), (2)

0.3 2.0


Adjusted (1), (3)

(0.7) 1.2


As reported 27,622$ 29,682$ (6.9)


Acquisition costs — (1,211)



27,206$ 28,471$ (4.4)


Unadjusted 11.0 9.4

Adjusted (1)

10.8 9.0



Adjusted (1)

95.8 80.4


Unadjusted — 1.6

Adjusted (1), (2)

0.2 2.0

(1)

(2)

(3)

(4)



Excludes the impact of SG&A reconciling items above, as well as the other expense, net of $789, for the period from the date of acquisition

(February 28, 2013) through June 30, 2013.

Results are for the period from the date of acquisition through June 30, 2013.

SG&A AS % REVENUES:


OPERATING MARGIN %:

PRETAX MARGIN %:

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.

Excludes the impact of SG&A reconciling items above.

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2014 2013 % Change

As reported 16,862$ 37,388$ (54.9)

After-tax adjustments:

Catastrophic events (6)

1,039 6,757

Net gain on real estate and dealership transactions (7)

(316) (4,785)

Non-cash asset impairment charges (8)

1,067 369

Loss on redemption of long-term debt (9)

20,778 —

Legal settlements (10)

274 —

Foreign transaction tax (11)

274 —


39,978$ 39,729$ 0.6

Adjusted net income 39,978$ 39,729$ 0.6

Less: Adjusted earnings allocated to participating securities 1,456$ 1,692$ (13.9)

Adjusted net income available to diluted common shares 38,522$ 38,037$ 1.3

As reported 0.62$ 1.43$ (56.6)


Catastrophic events 0.04 0.26

Net gain on real estate and dealership transactions (0.01) (0.18)

Non-cash asset impairment charges 0.04 0.01

Loss on redemption of long-term debt 0.76 -

Legal settlements 0.01 -

Foreign transaction tax 0.01 -

Adjusted diluted income per share (1)

1.47$ 1.52$ (3.3)

As reported 271,970$ 251,159$ 8.3






Adjusted SG&A (1)

269,946$ 248,316$ 8.7


Adjusted (1)

10.7 10.6


Adjusted (1)

73.1 72.8

Unadjusted 3.4 3.5

Adjusted (1),(2)

3.5 3.6

Unadjusted 1.5 2.6

Adjusted (1),(3)

2.6 2.7


OPERATING MARGIN %

SG&A AS % REVENUES:


Reconciliation of Certain Non-GAAP Financial Measures - Consolidated

(Unaudited)



NET INCOME RECONCILIATION:

ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED

COMMON SHARES RECONCILIATION:

DILUTED INCOME PER COMMON SHARE RECONCILIATION:


PRETAX MARGIN %:

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As reported 255,146$ 250,355$ 1.9



Net gain on real estate and dealership transactions — (200)

Legal settlements (442) —



252,612$ 239,063$ 5.7


Adjusted (1)

10.7 10.5


Adjusted (1)

72.7 71.8

Unadjusted 3.4 3.2

Adjusted (1)

3.6 3.7





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2014 2013 % Change

As reported 48,165$ 59,506$ (19.1)


Acquisition costs (5)

- 6,968

Catastrophic events (6)

1,039 7,261

Net gain on real estate and dealership transactions (7)

(316) (5,141)

Non-cash asset impairment charges (8)

1,067 369

Loss on redemption of long-term debt (9)

20,778 -

Legal settlements (10)

274 -

Foreign transaction tax (11)

274 -


71,281$ 68,963$ 3.4

Adjusted net income 71,281$ 68,963$ 3.4

Less: Adjusted earnings allocated to participating securities 2,613$ 2,925$ (10.7)

Adjusted net income available to diluted common shares 68,668$ 66,038$ 4.0

As reported 1.80$ 2.32$ (22.4)


Acquisition costs - 0.27

Catastrophic events 0.04 0.28

Net gain on real estate and dealership transactions (0.01) (0.19)

Non-cash asset impairment charges 0.04 0.01

Loss on redemption of long-term debt 0.77 -

Legal settlements 0.01 -

Foreign transaction tax 0.01 -

Adjusted diluted income per share (1)

2.66$ 2.69$ (1.12)

As reported 529,528$ 484,592$ 9.3


Acquisition costs — (6,512)



Legal settlements (442) —


Adjusted SG&A (1)

527,504$ 475,003$ 11.1


Adjusted (1)

11.1 11.0


Adjusted (1)

74.6 74.0

Unadjusted 3.3 3.2

Adjusted (1),(2)

3.3 3.5

Unadjusted 1.8 2.3

Adjusted (1),(3)

2.4 2.6


NET INCOME RECONCILIATION:

ADJUSTED NET INCOME ATTRIBUTABLE TO DILUTED

DILUTED INCOME PER COMMON SHARE RECONCILIATION:


SG&A AS % REVENUES:


OPERATING MARGIN %:

PRETAX MARGIN %:

COMMON SHARES RECONCILIATION:

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As reported 483,483$ 474,481$ 1.9








480,949$ 455,869$ 5.5


Adjusted (1)

11.0 10.9


Adjusted (1)

73.8 73.2

Unadjusted 3.4 3.1

Adjusted (1),(4)

3.5 3.6

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Excludes the impact of SG&A reconciling items above, as well as non-cash asset impairment charges for all periods.



SAME STORE SG&A AS % OF GROSS PROFIT:


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.

Excludes the impact of SG&A reconciling items above, as well as loss on redemption of long-term debt of $23,614 for the three and six months ended

June 30, 2014, non-cash asset impairment charges of $1,721 for the three and six months ended June 30, 2014, and non-cash asset impairment charges of

$609 for the three and six months ended June 30, 2013.

Excludes the impact of Same Store SG&A reconciling items above, as well as non-cash asset impairment charges of $1,721 for the three and six months

ended June 30, 2014, respectively, and $609 and $607 for the three and six months ended June 30, 2013, respectively.

Adjustment is net of tax benefit of $2,394 for the six months ended June 30, 2013, calculated utilizing the applicable federal and state tax rates for the

adjustment.

Adjustment is net of tax benefit of $637 for the three and six months ended June 30, 2014, and $4,335 and $4,639 for the three and six month ended June

30, 2013, respectively, calculated utilizing the applicable federal and state tax rates for the adjustment.

Adjustment is net of tax provision of $194 for the three and six months ended June 30, 2014 and $3,464 and $3,682 for the three and six months ended

June 30, 2013, respectively, calculated utilizing the applicable federal and state tax rates for the adjustment.

Adjustment is net of tax benefit of $654 for the three and six months ended June 30, 2014, and $240 for the three and six months ended June 30, 2013,

calculated utilizing the applicable federal and state tax rates for the adjustment.

Adjustment is net of tax benefit of $2,836 for the three and six months ended June 30, 2014, calculated utilizing the applicable federal and state tax rates

for the adjustment.

Adjustment is net of tax benefit of $168 for the three and six months ended June 30, 2014, calculated utilizing the applicable federal and state tax rates for

the adjustment.

Adjustment is net of tax benefit of $141 for the three and six months ended June 30, 2014, calculated utilizing the applicable federal and state tax rates for

the adjustment.

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