ACQUISITIONS AND DISPOSITIONS

In February 2013, the Company purchased all of the outstanding stock of 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, during the nine months ended September 30, 2013, the Company acquired certain assets of four dealerships in the U.K. and two dealerships in the U.S. In conjunction with these acquisitions, the Company incurred $6.5 million of costs, primarily related to professional services associated with the Brazil transaction. The Company included these costs in selling, general and administrative expenses ("SG&A") in the Consolidated Statement of Operations for the nine months ended September 30, 2013.

Aggregate consideration paid for these acquisitions totaled $190.4 million, including $106.7 million of cash and 1.39 million shares of the Company's common stock. The Company also assumed debt in conjunction with the 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 nine months ended September 30, 2013. The purchase price has been 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. The allocation of the purchase price is preliminary and based on estimates and assumptions that are subject to change within the purchase price allocation period (generally one year from the acquisition date). Goodwill was assigned to the U.S., U.K. and Brazil reportable segments in the amounts of $13.6 million, $1.6 million and $112.1 million, respectively.



	As of Acquisition Date
	(In thousands)
Current Assets	$	32,370
Inventory	105,455
Property and Equipment	32,043
Goodwill & Intangible Franchise Rights	226,631
Other assets	1,869
Total Assets	$	398,368
Current Liabilities	$	116,993
Deferred Income Taxes	22,290
Long-term Debt	68,639
Total Liabilities	$	207,922

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 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.

Our supplemental pro forma revenue and net income had the acquisition date for each of the Company's 2013 acquisitions been January 1, 2012, are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
Supplemental Pro forma:	2013		2012		2013		2012
	(In thousands)
Revenue	$	2,354,595	$	2,234,107	$	6,849,938	$	6,331,163
Net income	$	32,260	$	36,149	$	100,243	$	95,867

The supplemental pro forma revenue and net income are presented for informational purposes only and may not necessarily reflect the future results of operations of the Company or what the results of operations would have been had the Company owned and operated these businesses as of January 1, 2012.

During the three months ended September 30, 2013, the Company sold two dealerships in the U.S. During the nine months ended September 30, 2013, the Company sold six dealerships and one franchise in the U.S. As a result of the dispositions, a net gain of $1.4 million and $10.4 million was recognized for the three and nine months ended September 30, 2013, respectively.

During the nine months ended September 30, 2012, the Company acquired seven dealerships in the U.S. and six dealerships in the U.K. Consideration paid for these dealerships totaled $116.5 million.