8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2008

Group 1 Automotive, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	1-13461	76-0506313
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Gessner, Suite 500
Houston, Texas 77024
(Address of principal executive offices) (Zip code)

(713) 647-5700
(Registrant’s telephone number including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2008, Group 1 Automotive, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the third quarter ended September 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1, the contents of which (other than the portion of the press release entitled “Share Repurchase”) is incorporated in this Item 2.02 by reference.

As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 incorporated by reference in this Item 2.02) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On October 28, 2008, the Company also announced that it repurchased 37,300 shares of its common stock during the third quarter. A copy of the press release is attached hereto as Exhibit 99.1, the portion of which entitled “Share Repurchase” is incorporated in this Item 7.01 by reference.

As provided in General Instructions B.2. of Form 8-K, the information in such portion of the press release attached as Exhibit 99.1 incorporated by reference in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release of Group 1 Automotive, Inc., dated as of October 28, 2008.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Group 1 Automotive, Inc.
October 28, 2008	By:	/s/ John C. Rickel
Date		John C. Rickel, Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

99.1 Press Release of Group 1 Automotive, Inc., dated as of October 28, 2008.

EX-99.1

Exhibit 99.1

NEWS RELEASE	800 Gessner • Suite 500 • Houston, TX 77024

AT GROUP 1:	President and CEO	Earl J. Hesterberg	(713) 647-5700
	Senior Vice President and CFO	John C. Rickel	(713) 647-5700
	Manager, Investor Relations	Kim Paper Canning	(713) 647-5700
AT Fleishman-Hillard:	Investors	John Roper	(713) 513-9505
AT Pierpont
Communications:	Media	Clint L. Woods	(713) 627-2223

FOR IMMEDIATE RELEASE
TUESDAY, OCT. 28, 2008

GROUP 1 AUTOMOTIVE REPORTS THIRD-QUARTER 2008 FINANCIAL RESULTS

HOUSTON, Oct. 28, 2008 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today reported 2008 third-quarter adjusted net income from continuing operations of $9.4 million, or $0.42 per diluted share. This compares to adjusted net income from continuing operations of $22.1 million, or $0.95 per diluted share, in the third quarter of 2007. As shown in the attached reconciliation table, results in both periods include lease termination charges; non-cash asset impairment charges; as well as, adjustments related to redemption of Group 1’s 8.25% senior subordinated notes. The 2008 third-quarter results included a $48.1 million pretax charge for non-cash asset impairments. Including this charge, net income from continuing operations was $(20,571) million, or $(0.91) per diluted share.

Due to the overall decline in auto industry sales, as well as business interruption in several key markets caused by hurricanes, third-quarter 2008 same-store revenues fell 15.9 percent, to $1.4 billion. This decline was driven by an 18.2 percent reduction in new vehicle unit sales that resulted in 17.9 percent lower new vehicle revenues, as well as an 18.5 percent decrease in total used vehicle revenues. Retail used vehicle revenues fell 13.9 percent and used wholesale revenues declined 34.4 percent on 11.1 percent and 23.5 percent fewer unit sales, respectively. Finance and insurance (F&I) revenues fell 13.4 percent, despite a 3.0 percent increase in gross-profit-per-retail-unit-sold, as retail unit sales fell 15.9 percent. Remarkably, parts and service sales continued to demonstrate growth even in the face of the biggest auto retail industry downturn in two decades with a 1.1 percent increase in total revenues. The growth in parts and service included a 3.4 percent rise in service revenues.

Same-store gross margin improved 50 basis points, to 16.0 percent, from the third quarter of 2007. The gross margin growth reflected an increase in the mix of the higher-margin parts and service and F&I businesses, partially offset by lower margins in new vehicles, retail used vehicles and in the parts and service businesses.

On a consolidated basis, selling, general and administrative (SG&A) expenses as a percent of gross profit increased 540 basis points, to 82.4 percent, as lower gross profit offset the decline in SG&A expenses. SG&A expenses declined 2.2 percent, or $4.3 million, from the prior-year period, as cost saving measures were realized.

“As we previously announced, third-quarter results were affected by Hurricane Gustav and Hurricane Ike, which negatively impacted our revenues, profits and expenses,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “In addition, the current financial crisis has eroded consumer confidence and negatively

Group 1 Automotive, Inc.

impacted the traffic we are seeing at our stores. In this environment, we continue to focus on our parts and service business, which continued to show growth this quarter.”

Share Repurchase

During the quarter, Group 1 repurchased 37,300 shares of its common stock at an average price of $20.76 under a board-authorized $20 million share repurchase program.

2008 Corporate Development Update

Group 1 reported that no acquisitions were completed during the third quarter. Year to date, Group 1 acquired a total of five franchises expected to generate $90.2 million in estimated annual revenues. The company announced that it does not anticipate completing any further acquisitions in 2008.

In addition, Group 1 disposed of five franchises in the third quarter with 12-month revenues of $17.7 million. These dispositions include the disposal of four franchises (Pontiac, Buick, GMC and Cadillac) in Beaumont, Texas, in late July that were previously announced and the termination of a Volkswagen franchise in Kansas on Aug. 31.

2008 Full-Year Guidance

Group 1 announced that it is suspending its 2008 full-year earnings guidance.

“Given the current volatility in the automotive industry, consumer lending and the overall economy, it is virtually impossible to project near-term industry sales levels,” said Hesterberg. “Therefore our management team determined that it is not feasible to issue earnings guidance at this time. Group 1 wants our shareholders to know that we are taking the appropriate steps to rightsize the business for the current environment, including a series of additional cost-cutting actions we began to implement as of October. These actions should be fully implemented by year end and are expected to generate approximately $35 million in annualized savings.”

Third-Quarter Earnings Conference Call

Group 1’s senior management will host a conference call today at 10 a.m. EDT to discuss the third-quarter financial results and the company’s outlook and strategy.

The conference call will be simulcast live on the Internet at www.group1auto.com through the Investor Relations section. A replay will be available for 30 days.

The conference call will also be available live by dialing in 10 minutes prior to the start of the call at: 800-257-2182 (domestic) or 303-262-2005 (international).

A telephonic replay will be available following the call through Nov. 4 by dialing: 800-405-2236 (domestic) or 303-590-3000 (international) with passcode 11120953#.

About Group 1 Automotive Inc.

Group 1 owns and operates 100 automotive dealerships, 133 franchises, and 25 collision service centers in the United States and the United Kingdom that offer 31 brands of automobiles. Through its dealerships, the company sells new and used cars and light trucks; arranges related financing, vehicle service and insurance contracts; provides maintenance and repair services; and sells replacement parts.

Group 1 Automotive can be reached on the Internet at www.group1auto.com.

Group 1 Automotive, Inc.

     This press release contains “forward-looking statements,” which are statements related to future, not past, events. 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” or “will.” Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause 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. These factors, as well as additional factors that could affect our forward-looking statements, are described in our Form 10-K under the headings “Business—Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We urge you to carefully consider this information. We undertake no duty to update our forward-looking statements, including our earnings outlook.

FINANCIAL TABLES TO FOLLOW

Group 1 Automotive, Inc.
Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			% Change			2008			2007			% Change
REVENUES:
New vehicle retail sales	$	877,669		$	1,023,117			(14.2	)%	$	2,737,732		$	2,976,110			(8.0	)%
Used vehicle retail sales		262,443			288,420			(9.0	)		865,031			865,071			(0.0	)
Used vehicle wholesale sales		58,689			84,859			(30.8	)		193,412			239,605			(19.3	)
Parts and service		188,576			176,391			6.9			572,165			525,592			8.9
Finance and insurance		46,597			52,618			(11.4	)		152,012			153,705			(1.1	)
Total revenues		1,433,974			1,625,405			(11.8	)%		4,520,352			4,760,083			(5.0	)%
COST OF SALES:
New vehicle retail sales		821,964			954,434			(13.9	)%		2,561,863			2,774,735			(7.7	)%
Used vehicle retail sales		234,527			255,092			(8.1	)		771,132			761,599			1.3
Used vehicle wholesale sales		59,623			86,264			(30.9	)		195,081			240,361			(18.8	)
Parts and service		88,241			78,323			12.7			263,667			238,774			10.4
Total cost of sales		1,204,355			1,374,113			(12.4	)%		3,791,743			4,015,469			(5.6	)%
GROSS PROFIT		229,619			251,292			(8.6	)%		728,609			744,614			(2.1	)%
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		189,209			193,511			(2.2	)		579,608			578,511			0.2
DEPRECIATION AND AMORTIZATION EXPENSE		6,734			5,390			24.9			19,049			15,228			25.1
ASSET IMPAIRMENTS		48,086			346			13,797.7			48,086			702			6,749.9
OPERATING INCOME		(14,410	)		52,045			(127.7	)%		81,866			150,173			(45.5	)%
OTHER INCOME (EXPENSE):
Floorplan interest expense		(11,236	)		(11,518	)		(2.4	)		(35,636	)		(34,906	)		2.1
Other interest expense, net		(7,199	)		(5,695	)		26.4			(22,103	)		(16,356	)		35.1
Gain (Loss) on redemption of senior subordinated notes		495			(1,596	)		(131.0	)		904			(1,596	)		(156.6	)
Other income (expense), net		(41	)		187			(121.9	)		273			377			(27.6	)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(32,391	)		33,423			(196.9	)%		25,304			97,692			(74.1	)%
PROVISION (BENEFIT) FOR INCOME TAXES		(11,820	)		12,592			(193.9	)		10,280			34,940			(70.6	)
INCOME FROM CONTINUING OPERATIONS		(20,571	)		20,831			(198.8	)%		15,024			62,752			(76.1	)%
DISCONTINUED OPERATIONS:
Loss related to discontinued operations		—			(18	)		(100.0	)		(3,481	)		(400	)		770.3
Income tax benefit related to loss on discontinued operations		—			3			(100.0	)		1,478			127			1,063.8
LOSS RELATED TO DISCONTINUED OPERATIONS		—			(15	)		(100.0	)%		(2,003	)		(273	)		633.7	%
NET INCOME (LOSS)	$	(20,571	)	$	20,816			(198.8	)%	$	13,021		$	62,479			(79.2	)%
DILUTED EARNINGS (LOSS) PER SHARE:
Earnings (Loss) per share from continuing operations	$	(0.91	)	$	0.90			(201.1	)%	$	0.66		$	2.64			(75.0	)%
Loss per share related to discontinued operations		—		$	—			—			(0.09	)		(0.01	)		(800.0	)
Earnings (Loss) per share	$	(0.91	)	$	0.90			(201.1	)%	$	0.57		$	2.63			(78.3	)%
Weighted average diluted shares outstanding		22,716			23,229			(2.2	)%		22,641			23,730			(4.6	)%

Group 1 Automotive, Inc.
Consolidated Balance Sheets
(Dollars in thousands)

	September 30,			December 31,
	2008			2007			% Change
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents	$	42,207		$	34,248			23.2	%
Contracts in transit and vehicle receivables, net		89,511			189,400			(52.7	)
Accounts and notes receivable, net		71,719			82,698			(13.3	)
Inventories		856,921			878,168			(2.4	)
Assets related to discontinued operations		—			30,531			(100.0	)
Deferred income taxes		19,943			18,287			9.1
Prepaid expenses and other current assets		20,877			29,651			(29.6	)
Total current assets		1,101,178			1,262,983			(12.8	)
PROPERTY AND EQUIPMENT, net		536,942			427,223			25.7
GOODWILL AND OTHER INTANGIBLES		771,022			787,245			(2.1	)
OTHER ASSETS		23,978			28,730			(16.5	)
Total assets	$	2,433,120		$	2,506,181			(2.9	)%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
CURRENT LIABILITIES:
Floorplan notes payable — credit facility	$	697,399		$	648,469			7.5	%
Floorplan notes payable — manufacturer affiliates		138,321			170,911			(19.1	)
Current maturities of long-term debt		13,635			12,260			11.2
Accounts payable		94,114			111,458			(15.6	)
Liabilities related to discontinued operations		—			35,180			(100.0	)
Accrued expenses		99,711			100,000			(0.3	)
Total current liabilities		1,043,180			1,078,278			(3.3	)
2.25% CONVERTIBLE SENIOR NOTES		282,365			281,915			0.2
8.25% SENIOR SUBORDINATED NOTES		72,889			100,273			(27.3	)
MORTGAGE FACILITY, net of current maturities		170,937			124,633			37.2
OTHER REAL ESTATE RELATED AND LONG-TERM DEBT, net of current maturities		36,587			6,104			499.4
CAPITAL LEASE OBLIGATIONS RELATED TO REAL ESTATE, net of current maturities		39,816			26,913			47.9
ACQUISITION LINE		15,000			135,000			(88.9	)
DEFERRED INCOME TAXES		20,406			6,849			197.9
LIABILITIES FROM INTEREST RISK MANAGEMENT ACTIVITIES		17,627			16,188			8.9
OTHER LIABILITIES		32,493			29,016			12.0
Total liabilities before deferred revenues		1,731,300			1,805,169			(4.1	)
DEFERRED REVENUES		11,826			16,531			(28.5	)
STOCKHOLDERS’ EQUITY:
Common stock		256			255			0.4
Additional paid-in capital		291,925			293,675			(0.6	)
Retained earnings		506,067			502,783			0.7
Accumulated other comprehensive loss		(13,939	)		(9,560	)		45.8
Treasury stock		(94,315	)		(102,672	)		(8.1	)
Total stockholders’ equity		689,994			684,481			0.8
Total liabilities and stockholders’ equity	$	2,433,120		$	2,506,181			(2.9	)%
BALANCE SHEET DATA:
Working capital	$	57,998		$	184,705
Current ratio		1.06			1.17
Long-term debt to capitalization		48	%		50	%
Excluding real estate related debt		37	%		45	%

Group 1 Automotive, Inc.
Additional Information — Consolidated
(Unaudited)

		Three Months Ended						Nine Months Ended,
		September 30,						September 30,
		2008			2007			2008			2007
NEW VEHICLE UNIT SALES GEOGRAPHIC MIX:
Region	Geographic Market
Eastern	Massachusetts		12.9	%		13.1	%		12.1	%		12.4	%
	New Jersey		7.1			5.6			6.9			5.5
	New York		4.0			2.7			4.2			2.5
	New Hampshire		3.9			3.9			3.6			3.8
	Louisiana		2.9			3.9			3.2			3.9
	Georgia		3.4			3.7			3.4			3.6
	Florida		2.3			3.4			2.5			3.6
	Mississippi		1.6			1.5			1.6			1.6
	Alabama		0.9			0.7			0.9			0.9
	Maryland		0.8			—			0.5			—
	South Carolina		0.3			—			0.3			—
			40.1			38.5			39.2			37.8
Central	Texas		31.0			32.3			32.1			31.8
	Oklahoma		9.6			10.0			9.5			10.0
	Kansas		1.4			1.0			1.3			1.0
			42.0			43.3			42.9			42.8
Western	California		16.2			16.5			16.2			17.9
International	United Kingdom		1.7			1.7			1.7			1.5
			100.0	%		100.0	%		100.0	%		100.0	%
NEW VEHICLE UNIT SALES BRAND MIX:
Toyota/Scion/Lexus			34.2	%		37.8	%		34.9	%		36.8	%
Honda/Acura			14.5			12.7			14.2			12.4
Nissan/Infiniti			13.5			12.2			13.1			12.6
Ford			9.8			12.5			10.3			13.0
BMW/Mini			9.4			6.7			8.5			6.5
Chrysler			5.1			7.6			5.9			7.6
Mercedes-Benz			6.0			2.7			5.7			2.9
GM			4.9			5.5			4.8			5.6
Other			2.6			2.3			2.6			2.6
			100.0	%		100.0	%		100.0	%		100.0	%
NEW VEHICLE UNIT OTHER MIX:
Import			56.8	%		56.7	%		56.8	%		56.2	%
Luxury			25.4			19.8			24.3			19.8
Domestic			17.8			23.5			18.9			24.0
			100.0	%		100.0	%		100.0	%		100.0	%
Car			56.4	%		54.5	%		57.9	%		54.0	%
Truck			43.6			45.5			42.1			46.0
			100.0	%		100.0	%		100.0	%		100.0	%

Group 1 Automotive, Inc.
Additional Information — Consolidated
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			% Change			2008			2007			% Change
REVENUES:
New vehicle retail sales	$	877,669		$	1,023,117			(14.2	)%	$	2,737,732		$	2,976,110			(8.0	)%
Used vehicle retail sales		262,443			288,420			(9.0	)		865,031			865,071			(0.0	)
Used vehicle wholesale sales		58,689			84,859			(30.8	)		193,412			239,605			(19.3	)
Total used		321,132			373,279			(14.0	)		1,058,443			1,104,676			(4.2	)
Parts and service		188,576			176,391			6.9			572,165			525,592			8.9
Finance and insurance		46,597			52,618			(11.4	)		152,012			153,705			(1.1	)
Total	$	1,433,974		$	1,625,405			(11.8	)%	$	4,520,352		$	4,760,083			(5.0	)%
GROSS MARGIN:
New vehicle retail sales		6.3	%		6.7	%					6.4	%		6.8	%
Used vehicle retail sales		10.6			11.6						10.9			12.0
Used vehicle wholesale sales		(1.6	)		(1.7	)					(0.9	)		(0.3	)
Total used		8.4			8.6						8.7			9.3
Parts and service		53.2			55.6						53.9			54.6
Finance and insurance		100.0			100.0						100.0			100.0
Total		16.0	%		15.5	%					16.1	%		15.6	%
GROSS PROFIT:
New vehicle retail sales	$	55,705		$	68,683			(18.9	)%	$	175,869		$	201,375			(12.7	)%
Used vehicle retail sales		27,916			33,328			(16.2	)		93,899			103,472			(9.3	)
Used vehicle wholesale sales		(934	)		(1,405	)		33.5			(1,669	)		(756	)		120.8
Total used		26,982			31,923			(15.5	)		92,230			102,716			(10.2	)
Parts and service		100,335			98,068			2.3			308,498			286,818			7.6
Finance and insurance		46,597			52,618			(11.4	)		152,012			153,705			(1.1	)
Total	$	229,619		$	251,292			(8.6	)%	$	728,609		$	744,614			(2.1	)%
UNITS SOLD:
Retail new vehicles sold		28,661			34,185			(16.2	)%		89,548			99,455			(10.0	)%
Retail used vehicles sold		15,057			16,440			(8.4	)		48,945			50,300			(2.7	)
Wholesale used vehicles sold		9,399			12,060			(22.1	)		29,651			34,363			(13.7	)
Total used		24,456			28,500			(14.2	)%		78,596			84,663			(7.2	)%
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,944		$	2,009			(3.2	)%	$	1,964		$	2,025			(3.0	)%
Used vehicle retail sales		1,854			2,027			(8.5	)		1,918			2,057			(6.8	)
Used vehicle wholesale sales		(99	)		(117	)		15.4			(56	)		(22	)		154.5
Total used		1,103			1,120			(1.5	)		1,173			1,213			(3.3	)
Finance and insurance (per retail unit)	$	1,066		$	1,039			2.6	%	$	1,098		$	1,026			7.0	%
OTHER:
SG&A expenses	$	189,209		$	193,511			(2.2	)%	$	579,608		$	578,511			0.2	%
SG&A as % revenues		13.2	%		11.9	%					12.8	%		12.2	%
SG&A as % gross profit		82.4	%		77.0	%					79.5	%		77.7	%
Operating margin		(1.0	)%		3.2	%					1.8	%		3.2	%
Pretax income margin		(2.3	)%		2.1	%					0.6	%		2.1	%
Floorplan interest		(11,236	)		(11,518	)		(2.4	)		(35,636	)		(34,906	)		2.1
Floorplan assistance		7,383			10,022			(26.3	)		22,948			28,514			(19.5	)
Net floorplan (expense) income	$	(3,853	)	$	(1,496	)		157.6	%	$	(12,688	)	$	(6,392	)		98.5	%

Group 1 Automotive, Inc.
Additional Information — Same Store⁽¹⁾
(Unaudited)
(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008			2007			% Change			2008			2007			% Change
REVENUES:
New vehicle retail sales	$	832,839		$	1,014,879			(17.9	)%	$	2,597,363		$	2,940,057			(11.7	)%
Used vehicle retail sales		246,664			286,456			(13.9	)		813,002			849,833			(4.3	)
Used vehicle wholesale sales		54,422			82,978			(34.4	)		179,956			233,922			(23.1	)
Total used		301,086			369,434			(18.5	)		992,958			1,083,755			(8.4	)
Parts and service		176,017			174,158			1.1			533,574			515,311			3.5
Finance and insurance		45,281			52,304			(13.4	)		148,183			152,308			(2.7	)
Total	$	1,355,223		$	1,610,775			(15.9	)%	$	4,272,078		$	4,691,431			(8.9	)%
GROSS MARGIN:
New vehicle retail sales		6.3	%		6.7	%					6.4	%		6.8	%
Used vehicle retail sales		10.7			11.6						11.0			11.9
Used vehicle wholesale sales		(1.1	)		(1.5	)					(0.7	)		(0.1	)
Total used		8.6			8.6						8.9			9.3
Parts and service		53.3			55.6						53.9			54.6
Finance and insurance		100.0			100.0						100.0			100.0
Total		16.0	%		15.5	%					16.1	%		15.6	%
GROSS PROFIT:
New vehicle retail sales	$	52,369		$	68,230			(23.2	)%	$	165,262		$	198,645			(16.8	)%
Used vehicle retail sales		26,429			33,132			(20.2	)		89,520			101,320			(11.6	)
Used vehicle wholesale sales		(573	)		(1,226	)		53.3			(1,328	)		(328	)		304.9
Total used		25,856			31,906			(19.0	)		88,192			100,992			(12.7	)
Parts and service		93,788			96,886			(3.2	)		287,796			281,270			2.3
Finance and insurance		45,281			52,304			(13.4	)		148,183			152,308			(2.7	)
Total	$	217,294		$	249,326			(12.8	)%	$	689,433		$	733,215			(6.0	)%
UNITS SOLD:
Retail new vehicles sold		27,736			33,922			(18.2	)%		86,785			98,294			(11.7	)%
Retail used vehicles sold		14,505			16,325			(11.1	)		47,261			49,338			(4.2	)
Wholesale used vehicles sold		9,063			11,845			(23.5	)		28,671			33,618			(14.7	)
Total used		23,568			28,170			(16.3	)%		75,932			82,956			(8.5	)%
GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,888		$	2,011			(6.1	)%	$	1,904		$	2,021			(5.8	)%
Used vehicle retail sales		1,822			2,030			(10.2	)		1,894			2,054			(7.8	)
Used vehicle wholesale sales		(63	)		(104	)		39.4			(46	)		(10	)		(360.0	)
Total used		1,097			1,133			(3.2	)		1,161			1,217			(4.6	)
Finance and insurance (per retail unit)	$	1,072		$	1,041			3.0	%	$	1,105		$	1,032			7.1	%
OTHER:
SG&A expenses	$	179,814		$	190,882			(5.8	)%	$	549,361		$	561,724			(2.2	)%
SG&A as % revenues		13.3	%		11.9	%					12.9	%		12.0	%
SG&A as % gross profit		82.8	%		76.6	%					79.7	%		76.6	%
Operating margin		2.3	%		3.3	%					2.9	%		3.3	%
Floorplan interest		(10,742	)		(11,266	)		4.7			(33,821	)		(33,896	)		0.2
Floorplan assistance		7,361			9,831			(25.1	)		22,925			27,796			(17.5	)
Net floorplan (expense) income	$	(3,381	)	$	(1,435	)		(135.6	)%	$	(10,896	)	$	(6,100	)		(78.6	)%

⁽¹⁾ Same store amounts include the results for the identical months in each period presented in the comparison, commencing with the first full month we owned the dealership and, in the case of dispositions, ending with the last full month we owned it. Same store results also include the activities of our corporate office.

Group 1 Automotive, Inc.
Reconciliation of Certain Non-GAAP Financial Measures
(Unaudited)
(Dollars in thousands, except per share amounts)

NET INCOME FROM CONTINUING OPERATIONS RECONCILIATION:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2008			2007		% Change			2008			2007		% Change
As reported	$	(20,571	)	$	20,831		(198.8	)%	$	15,024		$	62,752		(76.1	)%
Adjustments:
Lease Terminations		135			57					670			2,823
Non-Cash Asset Impairments Charges		30,174			215					30,174			450
(Gain) Loss on Bond Redemption		(303	)		995					(555	)		995
Adjusted (1)	$	9,435		$	22,098		(57.3	)%	$	45,313		$	67,020		(32.4	)%

DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS RECONCILIATION:

	Three Months Ended September 30,								Nine Months Ended September 30,
	2008			2007		% Change			2008			2007		% Change
Earnings per share from continuing operations	$	(0.91	)	$	0.90		(201.1	)%	$	0.66		$	2.64		(75.0	)%
Adjustments:
Lease Terminations		0.01			—					0.03			0.12
Non-Cash Asset Impairments Charges		1.33			0.01					1.33			0.02
(Gain) Loss on Bond Redemption		(0.01	)		0.04					(0.02	)		0.04
Adjusted (1)	$	0.42		$	0.95		(55.8	)%	$	2.00		$	2.82		(29.1	)%

⁽¹⁾ Adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations means net income from continuing operations or diluted earnings per share from continuing operations, as the case may be, plus the adjustments noted above. We use adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations in our evaluation of the performance of the company, as we believe that they provide additional information regarding the performance of our operations. We believe the presentation of these measures is relevant and useful to investors because they improve period-to-period comparability and are more reflective of our operating performance. Neither of these measures is a measure of financial performance under GAAP. Accordingly, they should not be considered as substitutes for net income from continuing operations or diluted earnings per share from continuing operations 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 net income from continuing operations and diluted earnings per share from continuing operations calculated in accordance with GAAP. Therefore, we typically use these adjusted numbers in conjunction with our GAAP results to address these limitations.