What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-04 compared with 2021-08-05 · 137 added, 196 removed, 488 unchanged (41% of the section changed)

3 unchanged sentences

(In millions, except share data)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

CURRENT ASSETS:

43 unchanged sentences

(In millions, except per share data)

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

28 unchanged sentences

GROUP 1 AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

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

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

5 unchanged sentences

( 0.6 ) ( 1.8 ) 16.1 ( 40.4 )

Reclassification adjustment for realized (gain) loss on interest rate swap termination included in SG&A, net of tax benefit (provision) of $ — for all periods presented

Reclassification adjustment for loss included in interest expense, net of tax benefit of $ 0.6 , $ 0.8 , $ 1.9 and $ 1.7 , respectively

3 unchanged sentences

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX ( 10.2 ) 7.0 17.9 ( 59.3 )

COMPREHENSIVE INCOME (LOSS) $ 191.2 $ 22.8 $ 321.0 $ ( 6.4 )

COMPREHENSIVE INCOME $ 161.9 $ 133.4 $ 482.9 $ 127.0

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

6 unchanged sentences

Shares Amount

BALANCE, MARCH 31, 2021 25,367,736 $ 0.3 $ 305.7 $ 1,914.2 $ ( 156.2 ) $ ( 487.3 ) $ 1,576.6

BALANCE, JUNE 30, 2021 25,357,677 $ 0.3 $ 313.6 $ 2,099.1 $ ( 155.9 ) $ ( 503.1 ) $ 1,754.0

Net income — — — 172.1 — — 172.1

Other comprehensive income, net of taxes — — — — 0.3 — 0.3

Purchases of treasury stock — — — — — ( 18.6 ) ( 18.6 )

Other comprehensive loss, net of taxes — — — — ( 10.2 ) — ( 10.2 )

Net issuance of treasury shares to stock compensation plans ( 14,621 ) — 0.8 — — 2.3 3.2

2 unchanged sentences

— — — ( 6.3 ) — — ( 6.3 )

BALANCE, JUNE 30, 2021 25,357,677 $ 0.3 $ 313.6 $ 2,099.1 $ ( 155.9 ) $ ( 503.1 ) $ 1,754.0

BALANCE, SEPTEMBER 30, 2021 25,343,056 $ 0.3 $ 320.2 $ 2,265.0 $ ( 166.1 ) $ ( 500.8 ) $ 1,918.6

Common Stock Additional

10 unchanged sentences

— — — ( 17.9 ) — — ( 17.9 )

BALANCE, JUNE 30, 2021 25,357,677 $ 0.3 $ 313.6 $ 2,099.1 $ ( 155.9 ) $ ( 503.1 ) $ 1,754.0

BALANCE, SEPTEMBER 30, 2021 25,343,056 $ 0.3 $ 320.2 $ 2,265.0 $ ( 166.1 ) $ ( 500.8 ) $ 1,918.6

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

6 unchanged sentences

Shares Amount

BALANCE, MARCH 31, 2020 25,448,275 $ 0.3 $ 287.8 $ 1,566.7 $ ( 206.0 ) $ ( 474.1 ) $ 1,174.6

BALANCE, JUNE 30, 2020 25,439,581 $ 0.3 $ 300.0 $ 1,596.9 $ ( 213.3 ) $ ( 467.9 ) $ 1,215.9

Net income — — — 126.4 — — 126.4

Other comprehensive loss, net of taxes — — — — ( 7.3 ) — ( 7.3 )

Other comprehensive income, net of taxes — — — — 7.0 — 7.0

Net issuance of treasury shares to stock compensation plans 165 — ( 1.4 ) — — 3.6 2.2

Stock-based compensation — — 5.3 — — — 5.3

BALANCE, JUNE 30, 2020 25,439,581 $ 0.3 $ 300.0 $ 1,596.9 $ ( 213.3 ) $ ( 467.9 ) $ 1,215.9

BALANCE, SEPTEMBER 30, 2020 25,439,746 $ 0.3 $ 304.0 $ 1,723.3 $ ( 206.3 ) $ ( 464.3 ) $ 1,356.9

Common Stock Additional

10 unchanged sentences

— — — ( 5.5 ) — — ( 5.5 )

BALANCE, JUNE 30, 2020 25,439,581 $ 0.3 $ 300.0 $ 1,596.9 $ ( 213.3 ) $ ( 467.9 ) $ 1,215.9

BALANCE, SEPTEMBER 30, 2020 25,439,746 $ 0.3 $ 304.0 $ 1,723.3 $ ( 206.3 ) $ ( 464.3 ) $ 1,356.9

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

2 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

23 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for acquisitions, net of cash received ( 49.9 ) ( 1.3 )

Cash paid for acquisitions, net, including repayment of sellers’ floorplan notes payable of $ 5.3 and $ — , respectively

( 74.6 ) ( 1.3 )

Proceeds from disposition of franchises, property and equipment 19.8 1.3

Purchases of property and equipment ( 88.4 ) ( 78.8 )

Other ( 20.4 ) —

Net cash used in investing activities ( 163.5 ) ( 78.8 )

8 unchanged sentences

Debt issuance costs — ( 9.0 )

Borrowings of senior notes — 550.0

Repayments of senior notes — ( 857.9 )

2 unchanged sentences

Proceeds from employee stock purchase plan 11.9 7.0

Payments of tax withholding for stock-based awards ( 7.5 ) ( 5.1 )

Payments of tax withholding for stock-based compensation ( 8.3 ) ( 5.5 )

Repurchases of common stock, amounts based on settlement date ( 18.6 ) ( 48.9 )

3 unchanged sentences

Net increase in cash and cash equivalents 209.7 38.1

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 87.3 28.1

CASH AND CASH EQUIVALENTS, beginning of period 87.3 28.1

CASH AND CASH EQUIVALENTS, end of period $ 296.9 $ 66.2

12 unchanged sentences

and sells vehicle parts.

As of June 30, 2021, the Company’s retail network consisted of 117 dealerships i n the U.S., 48 deale rships in the U.K.

As of September 30, 2021, the Company’s retail network consisted of 117 dealerships i n the U.S., 55 deale rships in the U.K.

and 16 dealerships in Brazil.

6 unchanged sentences

The Company’s operating results are generally subject to seasonal variations, as well as changes in the economic environment.

In the U.S., the Company generally experiences higher volumes of vehicle sales and service in the second and third calendar quarters of each year.

In the U.S., the Company generally experiences higher volumes of vehicle sales and service in the second and third quarters of each year.

In addition, in some regions of the U.S., vehicle purchases decline during the winter months due to inclement weather.

1 unchanged sentence

In Brazil, the first quarter is generally the weakest, driven by more consumer vacations and activities associated with Carnival, while the third and fourth quarters tend to be stronger.

Other factors unrelated to seasonality, such as the COVID-19 pandemic, changes in economic conditions, manufacturer incentive programs, supply issues, seasonal weather events and/or changes in currency exchange rates may exaggerate seasonal or cause counter-seasonal fluctuations in the Company’s revenues and operating income.

Other factors unrelated to seasonality, such as the COVID-19 pandemic, changes in economic conditions, manufacturer incentive programs, supply issues, seasonal weather events and changes in foreign currency exchange rates may exaggerate seasonal or cause counter-seasonal fluctuations in the Company’s revenues and operating income.

Basis of Presentation

6 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

During the three months ended June 30, 2020, the Company recorded an out-of-period adjustment of $ 10.6 million resulting in an increase to Selling, general and administrative expenses and Additional paid-in capital to correct stock-based compensation for awards granted in prior years to retirement eligible employees not recognized timely due to the incorrect treatment of a non-substantive service condition.

The impact to the three months ended June 30, 2020 was a decrease to net income of $ 9.7 million resulting in a decrease to diluted earnings per common share of $ 0.53 .

The effect of this adjustment on any previously reported periods was not material based on a quantitative and qualitative evaluation.

Certain prior-period amounts have been reclassified to conform to current-period presentation.

1 unchanged sentence

The reclassification within the Condensed Consolidated Balance Sheets had no effect on any subtotal in the statements.

Additionally, repayments and borrowings on the Company’s real estate related and other debt have been combined within the captions Repayments on other debt and Borrowings on other debt , respectively, in the Condensed Consolidated Statements of Cash Flows.

The reclassification within the Condensed Consolidated Statements of Cash Flows had no effect on any subtotal in the statements.

Certain amounts in the Condensed Consolidated Financial Statements and the accompanying notes may not compute due to rounding.

1 unchanged sentence

These Condensed Consolidated Financial Statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented.

During the three months ended June 30, 2020, the Company recorded an out-of-period adjustment of $ 10.6 million, resulting in an increase to Selling, general and administrative expenses and Additional paid-in capital, to correct stock-based compensation for awards granted in prior years to retirement eligible employees not recognized timely due to the incorrect treatment of a non-substantive service condition.

The impact to the three months ended June 30, 2020, was a decrease to net income of $ 9.7 million and a decrease to diluted earnings per common share of $ 0.53 .

The effect of this adjustment on any previously reported periods was not material based on a quantitative and qualitative evaluation.

GROUP 1 AUTOMOTIVE, INC.

4 unchanged sentences

These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the balance sheet date and the amounts of revenues and expenses recognized during the reporting period.

Management analyzes the Company’s estimates based on historical experience and other assumptions that are believed to be reasonable under the circumstances, however, actual results could differ materially from such estimates.

Management analyzes the Company’s estimates based on historical experience and other assumptions that are believed to be reasonable under the circumstances;

however, actual results could differ materially from such estimates.

The significant estimates made by management in the accompanying Condensed Consolidated Financial Statements include, but are not limited to, inventory valuation adjustments, reserves for future chargebacks on finance, insurance and vehicle service contract fees, self-insured property and casualty insurance exposure, the fair value of assets acquired and liabilities assumed in business combinations, the valuation of goodwill and intangible franchise rights and reserves for potential litigation.

9 unchanged sentences

Additionally, the Company’s derivative instruments are benchmarked to LIBOR.

The Company will apply the relief described as its arrangements are modified and does not expect the adoption will have an impact on the Company’s consolidated financial statements due to the relief provided.

The Company will apply the relief described as its arrangements are modified and does not expect the adoption will have a material impact on the Company’s consolidated financial statements.

The following tables present the Company’s revenues disaggregated by its geographical segments (in millions):

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021

Brazil Total U.S.

8 unchanged sentences

Total revenues $ 2,662.4 $ 750.4 $ 96.4 $ 3,509.2 $ 7,991.6 $ 2,000.7 $ 227.3 $ 10,219.7

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020

Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020

Brazil Total U.S.

8 unchanged sentences

Total revenues $ 2,244.6 $ 740.8 $ 54.3 $ 3,039.6 $ 6,083.3 $ 1,595.0 $ 183.4 $ 7,861.7

(1) The Company has applied the optional exemption not to disclose revenues related to remaining performance obligations on its maintenance and repair services as the duration of these contracts is less than one year.

(2) Includes variable consideration recognized of $ 7.7 million and $ 5.4 million during the three months ended June 30, 2021 and 2020, respectively, and $ 13.7 million and $ 9.3 million during the six months ended June 30, 2021 and 2020, respectively, relating to performance obligations satisfied in previous periods on the Compa ny’s retrospective commission income contracts.

(1) The Company has elected not to disclose revenues related to remaining performance obligations on its maintenance and repair services as the duration of these contracts is less than one year.

(2) Includes variable consideration recognized of $ 5.1 million and $ 7.6 million during the three months ended September 30, 2021 and 2020, respectively, and $ 18.7 million and $ 16.9 million during the nine months ended September 30, 2021 and 2020, respectively, relating to performance obligations satisfied in previous periods on the Compa ny’s retrospective commission income contracts.

Refer to Note 7.

Receivables, Net and Contract Assets for additional information on the Company’s contract assets associated with revenues from the arrangement of financing and sale of service and insurance contracts.

Receivables, Net and Contract Assets for the balance of the Company’s contract assets associated with revenues from the arrangement of financing and sale of service and insurance contracts.

GROUP 1 AUTOMOTIVE, INC.

2 unchanged sentences

The Company accounts for business combinations under the acquisition method of accounting, under which the Company allocates the purchase price to the assets and liabilities assumed based on an estimate of fair value.

During the six months ended June 30, 2021, the Company acquired two dealerships representing two franchises in the U.S.

Aggregate consideration paid for these dealerships, which were accounted for as business combinations, totaled $ 49.9 million.

Goodwill associated with these acquisitions totaled $ 22.6 million and is deductible for U.S.

income tax purposes.

During the six months ended June 30, 2020, the Company acquired a collision center in the U.S., which was integrated into an existing dealership.

During the nine months ended September 30, 2021, the Company acquired two dealerships, representing two franchises, in the U.S.

and seven dealerships, representing nine franchises, in the U.K.

Aggregate consideration paid for these dealerships, which were accounted for as business combinations, totaled $ 74.6 million, net of cash acquired.

Goodwill associated with these acquisitions totaled $ 41.4 million.

During the nine months ended September 30, 2020, the Company acquired a collision center in the U.S., which was integrated into an existing dealership.

Aggregate consideration paid was $ 1.3 million.

Goodwill associated with this acquisition was not material.

In July 2021, the Company announced the acquisition of seven dealerships representing nine franchises in the U.K.

Aggregate consideration paid was approximately $ 36 million.

On September 13, 2021, the Company entered into a Purchase Agreement (the “Purchase Agreement”) to purchase substantially all the assets, including real estate, of Prime Automotive Group (the “Seller”), headquartered in Westwood, Massachusetts (the “Prime Acquisition”).

The Company expects to pay a purchase price of approximately $ 880 million, excluding repayment of sellers’ floorplan notes payable, subject to customary adjustments described in the Purchase Agreement (the “Purchase Price”) and appropriate reductions for any exercise of customary manufacturer rights of first refusal.

The Purchase Price is expected to be financed through a combination of cash, available lines of credit and debt financing.

The operating assets expected to be acquired include 30 dealerships, representing 43 franchises, and three collision centers in the Northeastern U.S.

In connection with the execution of the Purchase Agreement, the Company made a deposit of $ 20.0 million into an escrow account.

The deposit is recorded in Other Current Assets on the Condensed Consolidated Balance Sheets and reflected in Othe r within Cash Flows from Investing Activities on the Condensed Consolidated Statements of Cash Flows.

The Prime Acquisition is expected to close in November 2021.

In October 2021, the Company acquired three dealerships representing six franchises in the U.S.

for approximately $ 66.8 million, excluding repayment of sellers’ floorplan notes payable.

The Company’s dispositions generally consist of dealership assets and related real estate.

Gains and losses on dispositions are recorded in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

During the six months ended June 30, 2021, the Company’s dispositions included two dealerships representing two franchises and one franchise disposition within an existing dealership in the U.S.

The Company recorded a net pre-tax gain totaling $ 1.8 million related to these dispositions.

During the nine months ended September 30, 2021, the Company recorded a net pre-tax gain totaling $ 1.8 million related to the disposition of two dealerships representing two franchises and one franchise within an existing dealership in the U.S.

The dispositions reduced goodwill by $ 2.2 million.

The Company also terminated one franchise representing one dealership in the U.K.

During the six months ended June 30, 2020, the Company had no activity related to dispositions.

During the nine months ended September 30, 2020, the Company had no activity related to dispositions.

SEGMENT INFORMATION

As of June 30, 2021 and 2020, the Company had three reportable segments:

the U.S., U.K.

and Brazil segments are led by the President, U.S.

and Brazilian Operations, and the U.K.

segment is led by an Operations Director, each reporting directly to the Company's Chief Executive Officer, who is the CODM.

The President, U.S.

and Brazilian Operations, and the U.K.

Operations Director are responsible for the overall performance of their respective regions, as well as for overseeing field level management.

Each region engages in business activities and their respective operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the region and to assess performance.

The Company conducts business in three reportable segments:

the U.S., the U.K.

The Company defines its segments as those operations whose results the Company’s Chief Executive Officer, who is the chief operating decision maker, regularly reviews to analyze performance and allocate resources.

Each segment is comprised of retail automotive franchises that sell new and used cars and light trucks;

3 unchanged sentences

and sell vehicle parts.

Selected reportable segment data is as follows for the three and six months ended June 30, 2021 and 2020 (in millions):

Three Months Ended June 30, 2021 Six Months Ended June 30, 2021

GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Selected reportable segment data is as follows for the three and nine months ended September 30, 2021 and 2020 (in millions):

Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021

Brazil Total U.S.

2 unchanged sentences

$ 195.5 $ 28.7 $ 0.9 $ 225.0 $ 532.1 $ 62.3 $ 5.2 $ 599.6

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020

Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020

Brazil Total U.S.

2 unchanged sentences

$ 132.9 $ 27.1 $ 1.0 $ 161.0 $ 249.8 $ 4.7 $ ( 12.4 ) $ 242.2

(1) For the three months ended June 30, 2021, income before income taxes includes the following:

segment, $ 2.3 million non-cash loss associated with certain interest rate swaps and $ 0.8 million net gain on dealership and real estate transactions.

For the six months ended June 30, 2021, income before income taxes includes the following:

segment, $ 2.3 million non-cash loss associated with certain interest rate swaps, $ 2.2 million in expenses related to a winter storm, $ 1.7 million net gain on dealership and real estate transactions and $ 1.0 million net gain on legal matters;

and in the U.K.

segment, $ 0.6 million net loss on dealership and real estate transactions.

GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

(2) For the three months ended June 30, 2020, income (loss) before income taxes includes the following:

segment, $ 10.6 million in stock-based compensation expense related to an out-of-period adjustment and a $ 10.4 million loss on debt extinguishment;

segment, $ 12.8 million in asset impairments and $ 1.2 million in severance expense;

and in the Brazil segment, $ 11.1 million in asset impairments.

For the six months ended June 30, 2020, income (loss) before income taxes includes the following:

segment, $ 10.6 million in stock-based compensation expense related to an out-of-period adjustment and a $ 10.4 million loss on debt extinguishment;

(1) For the three months ended September 30, 2021, income before income taxes includes the following:

segment, $ 3.8 million in acquisition costs, a $ 3.7 million gain from favorable legal settlements, $ 1.7 million in asset impairments, a $ 0.9 million non-cash gain associated with certain interest rate swaps and $ 0.6 million in expenses related to Hurricane Ida;

segment, $ 0.6 million in acquisition costs;

and in the Brazil segment, a $ 3.8 million loss on debt extinguishment.

For the nine months ended September 30, 2021, income before income taxes includes the following:

segment, a $ 4.7 million gain from favorable legal settlements, $ 3.8 million in acquisition costs, $ 2.8 million in expenses related to a winter storm and Hurricane Ida, $ 1.7 million in asset impairments, a $ 1.7 million net gain on dealership and real estate transactions and a $ 1.4 million non-cash loss associated with certain interest rate swaps;

segment, a $ 0.6 million net loss on dealership and real estate transactions and $ 0.6 million in acquisitions costs;

and in the Brazil segment, a $ 3.8 million loss on debt extinguishment.

(2) For the three months ended September 30, 2020, income (loss) before income taxes includes a $ 3.3 million loss on debt extinguishment in the U.S.

For the nine months ended September 30, 2020, income (loss) before income taxes includes the following:

segment, a $ 13.7 million lo ss on debt extinguishment an d $ 10.6 million i n stock-based compensation expense related to an out-of-period adjustment;

segment, $ 12.8 million in asset impairments and $ 1.2 million in severance expense;

7 unchanged sentences

Diluted EPS is computed by dividing net income available to diluted common shares by the weighted average number of dilutive common shares outstanding during the period.

The following table sets forth the calculation of EPS for the three and six months ended June 30, 2021 and 2020 (in millions, except share and per share data):

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

The following table sets forth the calculation of EPS for the three and nine months ended September 30, 2021 and 2020 (in millions, except share and per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Weighted average basic common shares outstanding 17,753,957 17,776,888 17,753,042 17,770,619

Dilutive effect of stock-based awards and employee stock purchases 81,952 40,166 74,217 42,488

Dilutive effect of stock-based compensation and employee stock purchases 82,298 58,661 76,940 47,919

Weighted average dilutive common shares outstanding 17,836,255 17,835,549 17,829,982 17,818,538

21 unchanged sentences

The instruments are redeemable on demand by the Company and therefore the Company has classified these instruments as Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.

As of June 30, 2021 and December 31, 2020, the carrying value of these instruments was $ 100.1 million and $ 60.0 million, respectively.

As of September 30, 2021 and December 31, 2020, the carrying value of these instruments was $ 271.6 million and $ 60.0 million, respectively.

The Company determined that the valuation measurement inputs of these instruments include inputs other than quoted market prices, that are observable or that can be corroborated by observable data by correlation.

1 unchanged sentence

Fixed Rate Long-Term Debt

The Company’s fixed rate long-term debt primarily consists of amounts outstanding under its senior unsecured notes and certain mortgage facilities.

In August 2020, the Company issued $ 550.0 million in aggregate principal of 4.00 % Senior Notes due August 2028 (“ 4.00 % Senior Notes”).

The Company estimates the fair value of its 4.00 % Senior Notes using quoted prices for the identical liability (Level 1) and estimates the fair value of its fixed-rate mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments (Level 2).

The Company estimates the fair value of its $ 550.0 million 4.00 % Senior Notes due August 2028 (“ 4.00 % Senior Notes”) using quoted prices for the identical liability (Level 1) and estimates the fair value of its fixed-rate mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments (Level 2).

Refer to Note 8.

1 unchanged sentence

The carrying value and fair value of the Company’s 4.00 % Senior Notes and fixed rate mortgages were as follows (in millions):

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Carrying Value (1)

13 unchanged sentences

The credit risk is calculated using the spread between the one-month LIBOR yield curve and the relevant interest rate according to rating agencies.

The inputs to the fair value measurements reflect Level 2 inputs.

The inputs to the fair value measurements reflect Level 2 of the hierarchy framework.

Assets and liabilities associated with the Company’s interest rate swaps, as reflected gross in the Condensed Consolidated Balance Sheets, were as follows (in millions):

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Other current assets $ — $ 1.9

4 unchanged sentences

Total liabilities $ 23.2 $ 44.8

(1) As of June 30, 2021, the entire balance consisted of the gross fair value of the de-designated swaps as described below.

(1) As of September 30, 2021, the entire balance consisted of the gross fair value of the de-designated swaps as described below.

Interest Rate Swaps De-designated as Cash Flow Hedges

All interest rate swaps had previously been designated as cash flow hedges.

During the three months ended June 30, 2021, the Company de-designated five interest rate swaps due to the continued decline in the net floorplan liability balance as a result of decreased vehicle inventory levels as the Company’s manufacturers’ production is currently at reduced levels as a result of a global semiconductor chip shortage.

During the three months ended June 30, 2021, the Company de-designated five interest rate swaps, with aggregate notional value of $ 250.0 million and a weighted average interest rate of 1.76 % that will mature on December 31, 2021, due to the continued decline in the net floorplan liability balance as a result of decreased vehicle inventory levels.

The realized and unrealized gains or losses on the de-designated swaps for each period after de-designation are recognized within income as Floorplan interest expense in the Company’s Condensed Consolidated Statements of Operations.

The Company reclassified the entire previously deferred loss associated with the de-designated swaps of $ 2.4 million, net of tax of $ 0.7 million, from Accumulated other comprehensive income (loss) into income as an adjustment to Floorplan interest expense as the remaining forecasted hedged transactions associated with these swaps were probable of not occurring due to the reduced inventory levels described above.

Additionally, the Company recorded an unrealized mark-to-market gain of $ 1.0 million and a realized $ 1.0 million loss associated with these swaps within Floorplan interest expense during the three months ended June 30, 2021.

As of June 30, 2021, the aggregate notional amount of these de-designated interest rate swaps was $ 250.0 million that fixed the underlying one-month LIBOR at a weighted average rate of 1.76 %.

These interest rate swaps will mature on December 31, 2021.

No interest rate swaps were de-designated by the Company during the three months ended September 30, 2021.

The Company reclassified the entire previously deferred loss associated with the de-designated interest rate swaps of $ 2.4 million, net of tax of $ 0.7 million, from Accumulated other comprehensive income (loss) into income as an adjustment to Floorplan interest expense, as the remaining forecasted hedged transactions associated with these interest rate swaps were probable of not occurring due to the reduced inventory levels described above.

Additionally, the Company recorded unrealized mark-to-market gains of $ 1.0 million and $ 2.0 million and realized losses of $ 1.1 million and $ 2.1 million associated with these interest rate swaps within Floorplan interest expense for the three months and nine months ended September 30, 2021, respectively.

GROUP 1 AUTOMOTIVE, INC.

1 unchanged sentence

Interest Rate Swaps Designated as Cash Flow Hedges

Interest rate swaps designated as cash flow hedges and the related gains or losses are deferred in stockholders’ equity as a component of Accumulated other comprehensive income (loss) .

Interest rate swaps designated as cash flow hedges and the related gains or losses are deferred in stockholders’ equity as a component of Accumulated other comprehensive income (loss) in the Company’s Condensed Consolidated Balance Sheets.

The deferred gains or losses are recognized in income in the period in which the related items being hedged are recognized in expense.

Monthly contractual settlements of the positions are recognized as Floorplan interest expense or Other interest expense, net, in the Company’s Condensed Consolidated Statements of Operations.

Gains or losses for periods where future forecasted hedged transactions are deemed probable of not occurring are reclassified from Accumulated other comprehensive income (loss) into income.

Amounts reclassified related to the portion of forecasted transactions deemed probable of not occurring were immaterial for the three and six months ended June 30, 2021.

As of June 30, 2021, the Company held 34 interest rate swaps designated as cash flow hedges with a total notional value of $ 700.4 million that fixed the underlying one-month LIBOR at a weighted average rate of 1.38 %.

The Company also held 8 additional interest rate swaps designated as cash flow hedges with forward start dates beginning December 2021, that had an aggregate notional value of $ 425.0 million and a weighted average interest rate of 1.20 % as of June 30, 2021.

Gains or losses for periods where future forecasted hedged transactions are deemed probable of not occurring are reclassified from Accumulated other comprehensive income (loss) into income as Floorplan interest expense .

Amounts reclassified related to the portion of forecasted transactions deemed probable of not occurring were immaterial for the three and nine months ended September 30, 2021.

As of September 30, 2021, the Company held 33 interest rate swaps designated as cash flow hedges with a total notional value of $ 686.1 million that fixed the underlying one-month LIBOR at a weighted average rate of 1.37 %.

The Company also held 8 additional interest rate swaps designated as cash flow hedges with forward start dates beginning in December 2021, that had an aggregate notional value of $ 425.0 million and a weighted average interest rate of 1.20 % as of September 30, 2021.

The maturity dates of the Company’s designated interest rate swaps with forward start dates range between January 2025 and December 2031.

1 unchanged sentence

Amount of Unrealized Income (Loss), Net of Tax, Recognized in Other Comprehensive Income (Loss)

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

Three Months Ended September 30, Nine Months Ended September 30,

Derivatives in Cash Flow Hedging Relationship 2021 2020 2021 2020

1 unchanged sentence

Amount of Loss Reclassified from Other Comprehensive Income (Loss) into Statements of Operations

Income Statement Classification Three Months Ended June 30, Six Months Ended June 30,

Statement of Operations Classification Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

6 unchanged sentences

The Company’s receivables, net and contract assets consisted of the following (in millions):

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Contracts-in-transit and vehicle receivables, net:

15 unchanged sentences

$ 40.0 $ 35.3

(1) Refer to Note 2.

Revenues for further discussion of the Company’s contract asset balance.

No allowance for doubtful accounts was recorded for Contract assets as of June 30, 2021 or December 31, 2020.

Long-term debt consisted of the following (in millions):

June 30, 2021 December 31, 2020

(1) No allowance for doubtful accounts was recorded for contract assets as of September 30, 2021 or December 31, 2020.

Debt consisted of the following (in millions):

September 30, 2021 December 31, 2020

4.00 % Senior Notes due August 15, 2028

12 unchanged sentences

Floorplan Notes Payable) are used for working capital, general corporate and acquisition purposes.

As of June 30, 2021, borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as defined in Note 9.

As of September 30, 2021, borrowings under the Acquisition Line, a component of the Revolving Credit Facility (as defined in Note 9.

Floorplan Notes Payable), totaled $ 53.8 million.

The average interest rate on this facility was 1.05 % during the three months ended June 30, 2021.

The average interest rate on this facility was 1.05 % during the three months ended September 30, 2021.

Real Estate Related

The Company has mortgage loans in the U.S., U.K.

and Brazil that are paid in installments.

As of June 30, 2021, borrowings outstanding under these facilities totaled $ 623.9 million, gross of debt issuance costs, comprised of $ 513.0 million in the U.S., $ 98.4 million in the U.K.

and $ 12.6 million in Brazil.

The Company has mortgage loans in the U.S.

that are paid in installments.

As of September 30, 2021, borrowings outstanding under these facilities totaled $ 598.1 million, gross of debt issuance costs, comprised of $ 505.2 million in the U.S.

and $ 92.8 million in the U.K.

GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

New 4.00 % Senior Notes

On October 21, 2021, the Company issued an additional $ 200.0 million aggregate principal amount of its 4.00 % Senior Notes due 2028 (the “New Notes”) for net proceeds of approximately $ 199.7 million.

The New Notes will have identical terms as the initial 4.00 % Senior Notes issued on August 17, 2020, and will be treated as a single class of securities.

Bridge Facility

In connection with entering into the Purchase Agreement, the Company entered into a commitment letter, dated September 12, 2021 (the “Commitment Letter”), with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to which, among other things, Wells Fargo has committed to provide a portion of the debt financing for the Prime Acquisition, consisting of a $ 250.0 million unsecured bridge loan (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter.

Although Wells Fargo has committed to fund up to $ 250.0 million under the Bridge Facility, the Company anticipates utilizing only a portion of such commitment to finance the Prime Acquisition.

The Bridge Facility is subject to mandatory prepayment at 100 % of the outstanding principal amount thereof with the net proceeds from the issuance of any debt securities of the Company and upon other specified events.

The obligation of Wells Fargo to provide this debt financing is subject to a number of customary conditions, including, without limitation, execution and delivery of certain definitive documentation.

FLOORPLAN NOTES PAYABLE

The Company’s floorplan notes payable consisted of the following (in millions):

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Revolving Credit Facility — floorplan notes payable $ 372.0 $ 901.6

15 unchanged sentences

Floorplan Line”) which the outstanding balance, net of offset account discussed below, is reported in Floorplan notes payable — credit facility and other, net ;

and (ii) a $ 349.0 million maximum capacity and $ 50.0 million minimum capacity tranche (“Acquisition Line”), which is not due until maturity of the Revolving Credit Facility and is therefore classified in Long-term debt — refer to Note 8.

Debt for additional discussion.

1 unchanged sentence

The Acquisition Line includes a $ 100.0 million sub-limit for letters of credit.

As of June 30, 2021 and December 31, 2020, the Company had $ 17.8 million in outstanding letters of credit.

As of September 30, 2021 and December 31, 2020, the Company had $ 12.6 million and $ 17.8 million, respectively, in outstanding letters of credit.

GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Floorplan Line bears interest at rates equal to LIBOR plus 110 basis points for new vehicle inventory and LIBOR plus 140 basis points for used vehicle inventory.

The weighted average interest rate on the U.S.

Floorplan Line was 1.18 % as of June 30, 2021, excluding the impact of the Company’s interest rate derivative instruments.

Floorplan Line was 1.17 % as of September 30, 2021, excluding the impact of the Company’s interest rate swap derivative instruments.

The Acquisition Line bears interest at LIBOR or a LIBOR equivalent plus 100 to 200 basis points, depending on the Company’s total adjusted leverage ratio, on borrowings in USD, Euros or GBP.

3 unchanged sentences

The Acquisition Line requires a commitment fee ranging from 0.15 % to 0.40 % per annum, depending on the Company’s total adjusted leverage ratio, based on a minimum commitment of $ 50.0 million less outstanding borrowings.

In conjunction with the Revolving Credit Facility, the Company had $ 3.1 million and $ 3.6 million of related unamortized debt issuance costs as of June 30, 2021 and December 31, 2020, respectively, which are included in Prepaid expenses and Other long-term assets in the Company’s Condensed Consolidated Balance Sheets and amortized over the term of the facility.

In conjunction with the Revolving Credit Facility, the Company had $ 2.8 million and $ 3.6 million of related unamortized debt issuance costs as of September 30, 2021 and December 31, 2020, respectively, which are included in Prepaid expenses and Other long-term assets in the Company’s Condensed Consolidated Balance Sheets and amortized over the term of the facility.

Floorplan Notes Payable — Manufacturer Affiliates

4 unchanged sentences

Prime rate or a Prime floor of 4.00 %, plus 150 basis points minus certain incentives.

The interest rate on the FMCC Facility was 5.50 % before considering the applicable incentives as of June 30, 2021.

GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

The interest rate on the FMCC Facility was 5.50 % before considering the applicable incentives as of September 30, 2021.

Other Manufacturer Facilities

The Company has other credit facilities in the U.S., U.K.

The Company has other credit facilities in the U.S., the U.K.

and Brazil with financial institutions affiliated with manufacturers for financing of new, used and rental vehicle inventories.

As of June 30, 2021, borrowings outstanding under these facilities totaled $ 247.2 million, comprised of $ 91.7 million in the U.S., with annual interest rates ranging from less than 1 % to approximately 5 %, $ 131.2 million in the U.K., with annual interest rates ranging from approximately 1 % to 4 %, and $ 24.3 million in Brazil, with annual interest rates ranging from approximately 4 % to 12 %.

As of September 30, 2021, borrowings outstanding under these facilities totaled $ 208.1 million, comprised of $ 77.6 million in the U.S., with annual interest rates ranging from less than 1 % to approximately 5 %, $ 114.5 million in the U.K., with annual interest rates ranging from approximately 1 % to 4 %, and $ 16.0 million in Brazil, with annual interest rates ranging from approximately 6 % to 12 %.

Offset Accounts

4 unchanged sentences

Non-Cash Activities

The accrual for capital expenditures increased $ 1.4 million and decreased $ 2.7 million from fiscal year-end for the six months ended June 30, 2021 and 2020, respectively.

The accrual for capital expenditures increased $ 2.1 million an d decreased $ 1.0 million during the nine months ended September 30, 2021 and 2020, respectively.

Interest and Income Taxes Paid

Cash paid for interest, including the monthly settlement of the Company’s interest rate derivatives, was $ 38.6 million and $ 57.0 million for the six months ended June 30, 2021 and 2020, respectively.

Cash paid for income taxes, net of refunds, was $ 53.5 million for the six months ended June 30, 2021.

Cash received for income taxes, net of tax payments, was $ 6.8 million for the six months ended June 30, 2020.

Cash paid for interest, including the monthly settlement of the Company’s interest rate swaps, was $ 61.5 million and $ 77.7 million for the nine months ended September 30, 2021 and 2020, respectively.

Refer to Note 6.

Financial Instruments and Fair Value Measurements for further discussion of the Company’s interest rate swaps.

Cash paid for income taxes, net of refunds, was $ 102.6 million and $ 26.2 million for the nine months ended September 30, 2021 and 2020, respectively.

COMMITMENTS AND CONTINGENCIES

From time to time, the Company’s dealerships are named in various types of litigation involving customer claims, employment matters, class action claims, purported class action claims, claims involving the manufacturers of automobiles, contractual disputes and other matters arising in the ordinary course of business.

The Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s business.

The Company may be involved in legal proceedings or suffer losses that could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

In the normal course of business, the Company is required to respond to customer, employee and other third-party complaints.

In addition, the manufacturers of the vehicles that the Company sells and services have audit rights allowing them to review the validity of amounts claimed for incentive, rebate or warranty-related items and charge the Company back for amounts determined to be invalid payments under the manufacturers’ programs, subject to the Company’s right to appeal any such decision.

GROUP 1 AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)

Legal Proceedings

As of June 30, 2021, the Company was not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows, including class action lawsuits.

However, the results of current or future matters cannot be predicted with certainty and an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

As of September 30, 2021, the Company was not party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

However, the results of current or future matters cannot be predicted with certainty;

an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company’s results of operations, financial condition or cash flows.

Other Matters

1 unchanged sentence

In those instances where the Company did not own the real estate and was a tenant, it assigned the lease to the purchaser but remained liable as a guarantor for the remaining lease payments in the event of non-payment by the purchaser.

Although the Company has no reason to believe that it will be called upon to perform under any such assigned leases, the Company estimates that lessee remaining rental obligations were $ 26.4 million as of June 30, 2021.

In certain instances, the Company obtains collateral support for the rental obligations that the Company remains obligated for upon sale of a dealership to a lessee.

Total associated letters of credit issued on behalf of the lessee where the Company is the beneficiary was $ 4.7 million as of June 30, 2021.

Total associated letters of credit issued on behalf of the lessee where the Company is the beneficiary was $ 4.3 million as of September 30, 2021.

GROUP 1 AUTOMOTIVE, INC.

2 unchanged sentences

Changes in the balances of each component of Accumulated other comprehensive income (loss) were as follows (in millions):

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Accumulated Income (Loss) On Foreign Currency Translation Accumulated Income (Loss) On Interest Rate Swaps Total

8 unchanged sentences

Benefit for income taxes — ( 2.6 ) ( 2.6 )

Net current period other comprehensive income 4.9 23.3 28.1

Balance, June 30, 2021 $ ( 146.7 ) $ ( 9.2 ) $ ( 155.9 )

Six Months Ended June 30, 2020

Net current period other comprehensive income (loss) ( 6.7 ) 24.5 17.9

Balance, September 30, 2021 $ ( 158.2 ) $ ( 7.9 ) $ ( 166.1 )

Nine Months Ended September 30, 2020

Accumulated Income (Loss) On Foreign Currency Translation Accumulated Income (Loss) On Interest Rate Swaps Total

6 unchanged sentences

Other interest expense (pre-tax) — 1.7 1.7

Realized loss on interest rate swap termination (pre-tax) — 0.1 0.1

Benefit for income taxes — ( 1.7 ) ( 1.7 )

Net current period other comprehensive loss ( 24.4 ) ( 35.0 ) ( 59.3 )

Balance, June 30, 2020 $ ( 173.2 ) $ ( 40.1 ) $ ( 213.3 )

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

Forward-looking statements may appear throughout this report including, but not limited to, the following sections:

Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Quantitative and Qualitative Disclosures About Market Risk.

This information includes statements regarding our strategy, plans, goals or current expectations with respect to, among other things:

• our future operating performance;

• our ability to maintain or improve our margins;

• our ability to accomplish and sustain SG&A expense decreases;

• operating cash flows and availability of capital;

• the completion of future acquisitions and divestitures;

• the future revenues of acquired dealerships;

• future stock repurchases, refinancing of debt and dividends;

• future capital expenditures;

• changes in sales volumes and availability of credit for customer financing in new and used vehicles and sales volumes in the parts and service markets;

• business trends in the retail automotive industry, including the level of manufacturer incentives, new and used vehicle retail sales volume and pricing, customer demand, interest rates and changes in industry-wide or manufacturer specific inventory levels;

• manufacturer quality issues, including the recall of vehicles and any related negative impact on vehicle sales and brand reputation;

• availability of financing for inventory, working capital, real estate and capital expenditures;

• changes in regulatory practices, tariffs and taxes, including Brexit;

• the impacts of any potential global recession;

• our ability to meet our financial covenants in our debt obligations and to maintain sufficient liquidity to operate;

• the impacts of the COVID-19 pandemic on our business.

Although we believe that the expectations reflected in these forward-looking statements are reasonable when and as made, we cannot assure you that these expectations will prove to be correct.

When used in this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on our expectations and beliefs as of the date of this Form 10-Q concerning future developments and their potential effect on us.

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.

All comments concerning our expectations for future revenues and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions.

Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections.

Known material factors that could cause actual results to differ from those in the forward-looking statements include:

• adverse developments in the global economy as well as the public health crisis related to the COVID-19 pandemic and the resulting impact on the demand for and supply of new and used vehicles and related parts and services;

• uncertainty regarding the length of time it will take for the U.S.

and the rest of the world to slow the spread of the COVID-19 virus, the actions to be taken by governments to contain and combat the pandemic and the timing, pace and extent of an economic recovery in the U.S.

and elsewhere, which in turn will likely affect demand for our vehicles, parts and services;

• future deterioration in the economic environment, including consumer confidence, consumer preferences, interest rates, the prices of oil and gasoline, the level of manufacturer incentives, the implementation of international and domestic trade tariffs and the availability of consumer credit may affect the demand for new and used vehicles, replacement parts, maintenance and repair services and F&I products;

• adverse domestic and international developments such as war, terrorism, political conflicts, social protests or other hostilities may adversely affect the demand for our products and services;

• uncertainty of the potential impact of Brexit on the overall U.K.

economy and, more specifically, the potential adverse effect on retail automotive industry sales could have a material adverse effect on our revenues and business operations;

• the existing and future regulatory environment, including legislation related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, climate control legislation, changes to U.S.

federal, U.S.

or Brazil tax laws, rates and regulations and unexpected litigation or adverse legislation, including changes in U.S.

state franchise laws, may impose additional costs on us or otherwise adversely affect us;

• a concentration of risk associated with our principal automobile manufacturers, especially Toyota, Nissan, Honda, BMW, Ford, Daimler, General Motors, Chrysler, Hyundai, Volkswagen and Jaguar-Land Rover, because of financial distress, bankruptcy, natural disasters or pandemics, such as the COVID-19 pandemic, that disrupt production, or other reasons, may not continue to produce or make available to us vehicles that are in high demand by our customers or provide financing, insurance, advertising or other assistance to us;

• restructuring by one or more of our principal manufacturers, up to and including bankruptcy, may cause us to suffer financial loss in the form of uncollectible receivables, devalued inventory or loss of franchises;

• requirements imposed on us by our manufacturers may require dispositions, limit our acquisitions or require increases in the level of capital expenditures related to our dealership facilities;

• our existing and/or new dealership operations may not perform at our or manufacturer expected levels or achieve expected improvements;

• our ability to realize attractive margins or volumes for our vehicle sales or services;

• our failure to achieve expected future cost savings or future costs may be higher than we expect;

• manufacturer quality issues, including the recall of vehicles, may negatively impact vehicle sales and brand reputation;

• available capital resources, increases in cost of financing (such as higher interest rates) and our various debt agreements may limit our ability to complete acquisitions, complete construction of new or expanded facilities, repurchase shares, or pay dividends;

• our ability to refinance or obtain financing in the future may be limited and the cost of financing could increase significantly;

• our ability to facilitate credit for consumers;

• foreign exchange controls and currency fluctuations;

• new accounting standards could materially impact our reported EPS;

• our ability to acquire new dealerships and successfully integrate those dealerships into our business;

• the impairment of our goodwill, our indefinite-lived intangibles and our other long-lived assets;

• natural disasters, adverse weather events and other catastrophic events;

• a cybersecurity event of our systems or a third party partners’ systems, including a breach of personally identifiable information about our customers or employees or a shutdown of our operating systems;

• our foreign operations and sales in the U.K.

and Brazil, which pose additional risks;

• the inability to adjust our cost structure and inventory levels to offset any reduction in the demand for our products and services;

• our loss of key personnel;

• availability of trained workforce;

• our losses may not be fully covered by insurance or may only be fully covered with a significant increase to our insurance costs;

• our inability to obtain inventory of new and used vehicles and parts, including imported inventory, at the cost, or in the volume, we expect due to supply chain disruptions or other factors;

• advancements in vehicle technology and changes in vehicle ownership models/consumer preferences.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see Item 1A.

Risk Factors in our 2020 Form 10-K and this Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.

We undertake no responsibility and expressly disclaim any duty, to update any such statements, whether as a result of new information, new developments or otherwise, or to publicly release the result of any revision of our forward-looking statements after the date they are made, except to the extent required by law.

Balance, September 30, 2020 $ ( 167.2 ) $ ( 39.1 ) $ ( 206.3 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements