exv99w1

Exhibit 99.1


N E W S R E L E A S E


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, APRIL 28, 2009

GROUP 1 AUTOMOTIVE REPORTS PROFITABLE FIRST QUARTER

Exceeds Expense and Inventory Reduction Targets; Reduces Debt and
Strengthens Balance Sheet

HOUSTON, April 28, 2009 — Group 1 Automotive Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today reported net income from continuing operations before the adoption of Accounting Principles Bulletin 14-1, (APB 14-1), of $14.7 million, or $0.64 per diluted share, for the first quarter ended March 31, 2009, as compared to $17.2 million, or $0.76 per diluted share, in the first quarter of 2008. For comparison purposes, the 2009 first-quarter results included an after-tax loss on a dealership disposition of $0.5 million, or $0.02 per diluted share; and the periods ending March 31, 2009 and 2008, had gains on debt repurchases of $0.42 and $0.01 per diluted share, respectively. As shown in the attached reconciliation table, excluding the disposition charge and the gain on debt repurchases first-quarter profit from continuing operations before the adoption of APB 14-1 was $0.24 per diluted share.

“Our ability to report a profit in a very difficult operating environment is a credit to the hard work of our team and sacrifices by our employees,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “We responded to the drastic drop of more than 35 percent in new vehicle sales with a series of aggressive and painful cost cuts. These cost reductions are on pace to exceed our $100 million annual plan by over $20 million. Our actions to strengthen our balance sheet by reducing debt and inventory levels are also critical as they provide added flexibility in the coming months and further improve our covenant compliance.”

Effective Jan. 1, 2009, Group 1 was required to adopt APB 14-1, generating an additional non-cash interest charge relative to the company’s 2.25 percent convertible notes and a reduction to the calculated gains on redemptions. APB 14-1 was required to be retrospectively applied to all prior periods. After applying APB 14-1, first-quarter 2009 net income from continuing operations was $8.4 million, or $0.37 per diluted share, on a GAAP basis.

First-Quarter Operating Results
First-quarter 2009 same-store revenues declined 32.4 percent from the prior-year period, as the macro-economic conditions continued to pressure the automotive industry. Revenues declined in each of Group 1’s businesses, with new vehicle revenues falling 38.6 percent on 37.1 percent fewer units, and retail used vehicle sales decreasing 26.5 percent, as 23.5 percent fewer units were retailed. Wholesale used vehicle gross profit per unit sold grew $145, to $153 per unit, on 35.2 percent fewer units, as increased demand and lower used vehicle availability combined to drive wholesale prices higher. Consistent with the retail unit sales declines, finance and insurance revenues fell 39.0 percent. Group 1’s same-store parts and service business held moderately stable, with sales down 5.6 percent.

Group 1 Automotive, Inc.

Same-store gross margin improved 140 basis points, to 17.9 percent from the prior-year first quarter. The gross margin improvement was attributed to improved used vehicle margins, as well as a favorable mix shift to the higher-margin parts and service business, from the lower-margin new vehicle business.

On a consolidated basis, selling, general and administrative (SG&A) expenses as a percent of gross profit increased 510 basis points, to 83.9 percent, as lower gross profit more than offset the $41.8 million, or 21.4 percent, reduction in SG&A expenses from the prior-year period. Given the amount of cost reductions accomplished through the first quarter, the company has exceeded the pace required to achieve its original full-year SG&A cost-reduction target of $100 million and is increasing the target to $120 million.

Inventory Reductions
Group 1 reported new vehicle inventory was at $484 million as of March 31.

“At this level, Group 1’s new vehicle inventory was reduced by $209 million from end-of-year levels, significantly beating the $150 million reduction target previously established,” said Hesterberg.

Corporate Development Recap and Outlook
Group 1 previously announced that it augmented its Houston portfolio by acquiring a Hyundai franchise in April with estimated annual revenues of approximately $36.7 million.

Group 1 also previously announced that it sold one of its Ford dealerships in March with trailing-12-month revenues of $38.9 million. The disposal included the sale of the property that reduced the company’s mortgage facility debt by $10.4 million in addition to generating excess cash.

The company announced that it does not anticipate completing any further acquisitions in 2009.

Balance Sheet / Debt Covenant Update
Group 1 announced that it has remained in compliance with all of its debt covenants as of March 31. Further detail may be found on Group 1’s website at www.Group1Auto.com.

“In addition to lowering our floorplan balances by more than $200 million as we reduced inventory, we repurchased an additional $30 million of our debt and repaid $10 million of our mortgage facility debt during the quarter,” said John C. Rickel, Group 1’s senior vice president and chief financial officer. “We also ended the quarter with strong liquidity of $182 million and further improved our covenant compliance, as the actions the operating team implemented continued to strengthen the business.”

2009 Full-Year Guidance
Given the continued uncertainty surrounding the overall economy, consumer lending and the automotive industry, Group 1 determined that it is not feasible to issue reliable earnings guidance at this time.

Group 1 did issue the following key assumptions for 2009:

	•		Industry seasonally adjusted annual sales rate (SAAR) of 10.0 to 10.3 million vehicles

	•		SG&A expenses as a percent of gross profit at 80 percent to 83.5 percent, excluding any one-time items, as lower sales revenues are expected to offset cost improvements

	•		Total year-over-year reduction in SG&A expenses of $120 million at 10 million SAAR level

	•		Tax rate of 40.0 percent

Group 1 Automotive, Inc.

	•		Estimated average diluted shares outstanding of 23.2 million

	•		Capital expenditures of $30 million or less

On a same-store basis:

	•		Vehicle margins consistent with fourth-quarter 2008 levels

	•		Parts and service revenues 3 to 5 percent lower

	•		Finance and insurance gross profit at $1,000 to $1,025 per retail unit

First-Quarter Earnings Conference Call
Group 1’s senior management will host a conference call today at 10 a.m. EST to discuss the first-quarter financial results and the company’s 2009 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:

Domestic: 877-681-3376
International: 719-325-4745
Confirmation code: 4131302

A telephonic replay will be available following the call through May 12 by dialing:

Domestic: 888-203-1112
International: 719-457-0820
Confirmation code: 4131302

About Group 1 Automotive Inc.
Group 1 owns and operates 99 automotive dealerships, 133 franchises, and 24 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.

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 March 31,
	2009			2008			% Change
REVENUES:
New vehicle retail sales	$	547,292		$	888,781			(38.4	)%
Used vehicle retail sales		224,859			303,995			(26.0	)
Used vehicle wholesale sales		34,736			67,227			(48.3	)
Parts and service		180,865			190,835			(5.2	)
Finance and insurance		32,065			52,424			(38.8	)

Total revenues		1,019,817			1,503,262			(32.2	)%

COST OF SALES:
New vehicle retail sales		517,818			831,638			(37.7	)%
Used vehicle retail sales		200,253			270,412			(25.9	)
Used vehicle wholesale sales		33,792			67,168			(49.7	)
Parts and service		85,300			86,466			(1.3	)

Total cost of sales		837,163			1,255,684			(33.3	)%


GROSS PROFIT		182,654			247,578			(26.2	)%

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		153,234			195,062			(21.4	)

DEPRECIATION AND AMORTIZATION EXPENSE		6,508			5,817			11.9


OPERATING INCOME		22,912			46,699			(50.9	)%

OTHER INCOME (EXPENSE):
Floorplan interest expense		(8,962	)		(12,008	)		(25.4	)
Other interest expense, net		(5,412	)		(7,765	)		(30.3	)
Gain on redemption of senior subordinated and convertible notes		15,988			409			3,809.0
Other income, net		3			350			(99.1	)


INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND ADOPTION OF APB 14-1		24,529			27,685			(11.4	)%

PROVISION FOR INCOME TAXES		(9,805	)		(10,531	)		(6.9	)


INCOME FROM CONTINUING OPERATIONS BEFORE ADOPTION OF APB 14-1		14,724			17,154			(14.2	)%

ADOPTION OF APB 14-1:
Adjustment to gain on redemption of convertible notes		(8,607	)		—			100.0
Amortization of convertible notes discount		(1,551	)		(1,998	)		(22.4	)
Income tax benefit related to adoption of APB 14-1		3,809			749			408.5

LOSS RELATED TO ADOPTION OF APB 14-1		(6,349	)		(1,249	)		408.4


INCOME FROM CONTINUING OPERATIONS		8,375			15,905			(47.3	)%

DISCONTINUED OPERATIONS:
Loss related to discontinued operations		—			(1,114	)		(100.0	)
Income tax benefit related to loss on discontinued operations		—			387			(100.0	)

LOSS RELATED TO DISCONTINUED OPERATIONS		—			(727	)		(100.0	)%


NET INCOME	$	8,375		$	15,178			(44.8	)%


DILUTED INCOME PER SHARE:
Income per share from continuing operations before adoption of APB 14-1	$	0.64		$	0.76			(15.8	)%
Loss per share related to adoption of APB 14-1		(0.27	)		(0.05	)		440.0

Income per share from continuing operations		0.37			0.71			(47.9	)
Loss per share related to discontinued operations		—			(0.03	)		(100.0	)

Income per share	$	0.37		$	0.67			(44.8	)%


Weighted average diluted shares outstanding		22,923			22,548			1.7	%

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


	March 31,			December 31,
	2009			2008			% Change
ASSETS:

CURRENT ASSETS:
Cash and cash equivalents	$	21,610		$	23,144			(6.6	)%
Contracts in transit and vehicle receivables, net		85,909			102,834			(16.5	)
Accounts and notes receivable, net		55,522			67,350			(17.6	)
Inventories		638,358			845,944			(24.5	)
Deferred income taxes		17,321			18,474			(6.2	)
Prepaid expenses and other current assets		33,044			38,878			(15.0	)

Total current assets		851,764			1,096,624			(22.3	)
PROPERTY AND EQUIPMENT, net		501,501			514,891			(2.6	)
GOODWILL AND OTHER INTANGIBLES		654,870			655,784			(0.1	)
OTHER ASSETS		19,996			20,815			(3.9	)

Total assets	$	2,028,131		$	2,288,114			(11.4	)%


LIABILITIES AND STOCKHOLDERS’ EQUITY:

CURRENT LIABILITIES:
Floorplan notes payable — credit facility	$	540,891		$	738,551			(26.8	)%
Offset account related to floorplan notes payable — credit facility		(62,278	)		(44,859	)		38.8
Floorplan notes payable — manufacturer affiliates		103,196			128,580			(19.7	)
Current maturities of long-term debt		13,039			13,594			(4.1	)
Accounts payable		71,752			74,235			(3.3	)
Accrued expenses		86,012			94,395			(8.9	)

Total current liabilities		752,612			1,004,496			(25.1	)
2.25% CONVERTIBLE SENIOR NOTES ( principal of $194,500 and $224,500, respectively)		136,070			155,333			(12.4	)
8.25% SENIOR SUBORDINATED NOTES		73,036			72,962			0.1
MORTGAGE FACILITY, net of current maturities		156,420			168,583			(7.2	)
OTHER REAL ESTATE RELATED AND LONG-TERM DEBT, net of current maturities		49,540			50,444			(1.8	)
CAPITAL LEASE OBLIGATIONS RELATED TO REAL ESTATE, net of current maturities		38,984			39,401			(1.1	)
ACQUISITION LINE		60,000			50,000			20.0
DEFERRED INCOME TAXES		7,021			2,768			153.6
LIABILITIES FROM INTEREST RATE RISK MANAGEMENT ACTIVITIES		46,658			44,655			4.5
OTHER LIABILITIES		27,486			27,135			1.3

Total liabilities before deferred revenues		1,347,827			1,615,777			(16.6	)


DEFERRED REVENUES		8,979			10,220			(12.1	)

STOCKHOLDERS’ EQUITY:
Common stock		261			261			—
Additional paid-in capital		349,446			351,405			(0.6	)
Retained earnings		445,443			437,087			1.9
Accumulated other comprehensive loss		(39,728	)		(38,109	)		4.2
Treasury stock		(84,097	)		(88,527	)		(5.0	)

Total stockholders’ equity		671,325			662,117			1.4

Total liabilities and stockholders’ equity	$	2,028,131		$	2,288,114			(11.4	)%

KEY DEBT COVENANT METRICS: *
Senior secured leverage ratio (must be less than 2.75)		1.54			1.49
Total leverage ratio (must be less than 4.50)		3.35			3.46
Fixed charge coverage ratio (must be greater than 1.25)		1.68			1.59
Current ratio (must be greater than 1.15)		1.24			1.18


*		Refer to website, www.group1auto.com, for debt covenant calculation definitions.

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


		Three Months Ended
		March 31,
		2009			2008
NEW VEHICLE UNIT SALES GEOGRAPHIC MIX:
Region	Geographic Market
Eastern	Massachusetts		13.8	%		11.6	%
	New Jersey		7.0			6.4
	New York		4.3			4.1
	New Hampshire		3.7			3.3
	Georgia		3.6			3.5
	Louisiana		3.4			3.7
	Florida		2.1			3.0
	Mississippi		1.6			1.5
	Maryland		0.9			—
	Alabama		0.7			1.0
	South Carolina		0.3			0.3

			41.4			38.4

Central	Texas		31.9			33.0
	Oklahoma		8.3			9.2
	Kansas		1.0			1.2

			41.2			43.4

Western	California		15.6			16.5

International	United Kingdom		1.8			1.7

			100.0	%		100.0	%

NEW VEHICLE UNIT SALES BRAND MIX:
Toyota/Scion/Lexus			35.1	%		35.0	%
Honda/Acura			13.6			13.0
Nissan/Infiniti			11.7			13.2
Ford			9.2			10.9
BMW/Mini			9.1			7.2
Chrysler			6.9			6.8
Mercedes-Benz			6.2			5.5
GM			3.9			4.9
Other			4.3			3.5

			100.0	%		100.0	%

NEW VEHICLE UNIT OTHER MIX:
Import			55.6	%		55.4	%
Luxury			25.4			23.4
Domestic			19.0			21.2

			100.0	%		100.0	%
Car			56.0	%		55.2	%
Truck			44.0			44.8

			100.0	%		100.0	%

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


	Three Months Ended March 31,
	2009			2008			% Change
REVENUES:
New vehicle retail sales	$	547,292		$	888,781			(38.4	)%

Used vehicle retail sales		224,859			303,995			(26.0	)
Used vehicle wholesale sales		34,736			67,227			(48.3	)

Total used		259,595			371,222			(30.1	)
Parts and service		180,865			190,835			(5.2	)
Finance and insurance		32,065			52,424			(38.8	)

Total	$	1,019,817		$	1,503,262			(32.2	)%

GROSS MARGIN:
New vehicle retail sales		5.4	%		6.4	%

Used vehicle retail sales		10.9			11.0
Used vehicle wholesale sales		2.7			0.1
Total used		9.8			9.1
Parts and service		52.8			54.7
Finance and insurance		100.0			100.0
Total		17.9	%		16.5	%

GROSS PROFIT :
New vehicle retail sales	$	29,474		$	57,143			(48.4	)%

Used vehicle retail sales		24,606			33,583			(26.7	)
Used vehicle wholesale sales		944			59

Total used		25,550			33,642			(24.1	)
Parts and service		95,565			104,369			(8.4	)
Finance and insurance		32,065			52,424			(38.8	)

Total	$	182,654		$	247,578			(26.2	)%

UNITS SOLD:
Retail new vehicles sold		17,931			28,519			(37.1	)%

Retail used vehicles sold		13,092			17,105			(23.5	)
Wholesale used vehicles sold		6,429			9,948			(35.4	)

Total used		19,521			27,053			(27.8	)%

GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,644		$	2,004			(18.0	)%

Used vehicle retail sales		1,879			1,963			(4.3	)
Used vehicle wholesale sales		147			6
Total used		1,309			1,244			5.2
Finance and insurance (per retail unit)	$	1,034		$	1,149			(10.0	)%

OTHER:
SG&A expenses	$	153,234		$	195,062			(21.4	)%
SG&A as % revenues		15.0	%		13.0	%
SG&A as % gross profit		83.9	%		78.8	%
Operating margin		2.2	%		3.1	%
Pretax margin		2.4	%		1.8	%

Floorplan interest	$	(8,962	)	$	(12,008	)		(25.4	)%
Floorplan assistance		4,534			7,726			(41.3	)

Net floorplan expense	$	(4,428	)	$	(4,282	)		3.4	%

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


	Three Months Ended March 31,
	2009			2008			% Change
REVENUES:
New vehicle retail sales	$	540,674		$	879,875			(38.6	)%

Used vehicle retail sales		220,949			300,753			(26.5	)
Used vehicle wholesale sales		34,217			66,516			(48.6	)

Total used		255,166			367,269			(30.5	)
Parts and service		177,816			188,271			(5.6	)
Finance and insurance		31,748			52,071			(39.0	)

Total	$	1,005,404		$	1,487,486			(32.4	)%

GROSS MARGIN:
New vehicle retail sales		5.4	%		6.5	%

Used vehicle retail sales		10.9			11.0
Used vehicle wholesale sales		2.8			0.1
Total used		9.9			9.0
Parts and service		52.8			54.7
Finance and insurance		100.0			100.0
Total		17.9	%		16.5	%

GROSS PROFIT :
New vehicle retail sales	$	29,230		$	56,754			(48.5	)%

Used vehicle retail sales		24,191			33,153			(27.0	)
Used vehicle wholesale sales		974			79

Total used		25,165			33,232			(24.3	)
Parts and service		93,923			102,912			(8.7	)
Finance and insurance		31,748			52,071			(39.0	)

Total	$	180,066		$	244,969			(26.5	)%

UNITS SOLD:
Retail new vehicles sold		17,744			28,224			(37.1	)%

Retail used vehicles sold		12,934			16,901			(23.5	)
Wholesale used vehicles sold		6,362			9,815			(35.2	)

Total used		19,296			26,716			(27.8	)%

GROSS PROFIT PER UNIT SOLD:
New vehicle retail sales	$	1,647		$	2,011			(18.1	)%

Used vehicle retail sales		1,870			1,962			(4.7	)
Used vehicle wholesale sales		153			8
Total used		1,304			1,244			4.8
Finance and insurance (per retail unit)	$	1,035		$	1,154			(10.3	)%

OTHER:
SG&A expenses	$	150,247		$	192,223			(21.8	)%
SG&A as % revenues		14.9	%		12.9	%
SG&A as % gross profit		83.4	%		78.5	%
Operating margin		2.3	%		3.2	%

Floorplan interest	$	(8,915	)	$	(11,866	)		(24.9	)%
Floorplan assistance		4,516			7,638			(40.9	)

Net floorplan expense	$	(4,399	)	$	(4,228	)		4.0	%


⁽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 (LOSS) FROM CONTINUING OPERATIONS RECONCILIATION:


	Three Months Ended March 31,
	2009			2008			% Change

Reported net income from continuing operations	$	8,375		$	15,905			(47.3)	%
Adjustments for the Adoption of APB 14-1:
Non-cash convertible note discount amortization		969			1,249
Adjustment to gain on convertible note redemption		5,380			—


Net income from continuing operations before adoption of APB 14-1		14,724			17,154

Other Adjustments:
Loss on dealership disposition		549			—
Pre-APB 14-1 gain on debt redemption		(9,597	)		(253	)


Adjusted net income from continuing operations ⁽¹⁾	$	5,676		$	16,901			(66.4)	%

DILUTED INCOME (LOSS) PER SHARE FROM CONTINUING OPERATIONS RECONCILIATION:


	Three Months Ended March 31,
	2009			2008			% Change

Reported income per share from continuing operations	$	0.37		$	0.71			(47.9	)%
Adjustments for the Adoption of APB 14-1:
Non-cash convertible note discount amortization		0.04			0.05
Adjustment to gain on convertible note redemption		0.23			—


Diluted income per share from continuing operations before adoption of APB 14-1		0.64			0.76

Other Adjustments:
Loss on dealership disposition		0.02			—
Pre-APB 14-1 gain on debt redemption		(0.42	)		(0.01	)


Adjusted diluted income per share from continuing operations⁽¹⁾		0.24			0.75			(68.0	)%


⁽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. 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.