ACQUISITIONS AND DISPOSITIONS

During the six months ended June 30, 2014, the Company acquired four dealerships and was granted one franchise in the U.S. The Company also opened one dealership for an awarded franchise in Brazil. Aggregate consideration paid for these acquisitions totaled $129.3 million, including associated real estate. During the second quarter of 2014, the Company sold two dealerships in the U.S. As a result of these dispositions, a net gain of $0.5 million was recognized for the three and six months ended June 30, 2014. Consideration received for these dealerships was $9.6 million.

As of June 30, 2014, the Company determined that certain dealerships and the associated real estate qualified as held-for-sale. As a result, the Company classified the carrying value of all $90.0 million of the assets of the asset disposal group in prepaid and other current assets in its Consolidated Balance Sheet.

In February 2013, the Company purchased all of the outstanding stock of UAB Motors Particpações S.A. (“UAB Motors”). At the time of acquisition, UAB Motors consisted of 18 dealerships and 22 franchises in Brazil, as well as five collision centers. As discussed in Note 1, "Interim Financial Information," in connection with this acquisition, the Company entered into arrangements that are variable interests in a VIE. The Company qualifies as the primary beneficiary of the VIE. The consolidation of the VIE into the financial statements of the Company was accounted for as a business combination. In addition to the acquisition of UAB Motors, the Company acquired certain assets of four dealerships in the U.K. (collectively with the acquisition of UAB Motors, the "2013 Acquisitions") in February 2013. In conjunction with the 2013 Acquisitions, the Company incurred $6.5 million of costs, primarily related to professional services associated with the UAB Motors transaction. The Company included these costs in selling, general and administrative expenses ("SG&A") in the Consolidated Statement of Operations for the six months ended June 30, 2013.

Aggregate consideration paid for the 2013 Acquisitions totaled $138.2 million, including $58.3 million of cash and 1.39 million shares of the Company's common stock. The Company also assumed debt in conjunction with the 2013 Acquisitions, of which $65.1 million was contemporaneously extinguished. In conjunction with the extinguishment, the Company recognized a loss of $0.8 million that is included in Other Expense, net on the Consolidated Statement of Operations for the six months ended June 30, 2013.

The purchase price for the 2013 Acquisitions was allocated as set forth below based upon the consideration paid and the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Goodwill was assigned to the U.K. and Brazil reportable segments in the amounts of $1.5 million and $130.9 million, respectively.



	As of Acquisition Date
	(In thousands)
Inventory	$	86,848
Other Current Assets	26,632
Property and Equipment	24,865
Goodwill & Intangible Franchise Rights	214,035
Other assets	864
Total Assets	$	353,244
Current Liabilities	$	116,500
Deferred Income Taxes	29,898
Long-term Debt	68,639
Total Liabilities	$	215,037

The intangible franchise rights are expected to continue for an indefinite period, therefore these rights are not amortized. These intangible assets will be evaluated on an annual basis in accordance with Accounting Standards Codification ("ASC") 350. Goodwill represents the excess of consideration paid compared to net assets received in the acquisition. The goodwill relative to the Brazil reportable segment is not currently deductible for tax purposes.

During the six months ended June 30, 2013, the Company sold four dealerships and one franchise in the U.S. As a result of the dispositions, a net gain of $8.4 million and $9.0 million was recognized for the three and six months ended June 30, 2013, respectively.