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Auto Dealers: Group 1 Automotive Reports 2004 Fourth-Quarter and Full-Year Results

HOUSTON--Feb. 24, 2005--

  Company Records Annual Revenues of $5.4 Billion  



Group 1 Automotive, Inc. , a Fortune 500 specialty retailer, today reported fourth-quarter net income of $11.2 million, or $0.47 per diluted share, on revenues of $1.4 billion for the three months ended Dec. 3, 20041, 2004. Excluding certain items described in the attached schedules, the company's adjusted fourth-quarter net income was $0.56 per diluted share versus $0.54 per diluted share in 2003 on a comparable basis.

Fourth-Quarter Highlights:

-- Revenues increased 30.8 percent to $1.4 billion

-- Same store revenues grew 2.4 percent

-- Gross profit increased 25.5 percent to $219.9 million


              Summary Results of Operations (Unaudited)
               (In millions, except per share amounts)

                               Three Months Ended  Twelve Months Ended
                                  December 31,        December 31,
                               ------------------- -------------------
                                 2004      2003      2004      2003
                               --------- --------- --------- ---------
Revenues                       $1,440.7  $1,101.4  $5,435.0  $4,518.6
Gross Profit                     $219.9    $175.3    $831.8    $723.4
Income from Operations            $29.1     $33.3     $99.2    $149.2
Net Income                        $11.2     $19.6     $27.8     $76.1
Diluted Earnings per Share        $0.47     $0.84     $1.18     $3.26

Results for the Fourth Quarter

During the fourth quarter, revenues increased 30.8 percent to $1.4 billion from $1.1 billion during the same period last year, largely due to acquisitions. New vehicle revenues grew 32.0 percent and used vehicle retail revenues increased 27.1 percent, while parts and service revenues grew 33.2 percent and finance and insurance revenues increased 12.3 percent. On a same store basis, total revenues were up 2.4 percent from the fourth quarter of 2003.

Gross profit for the quarter was $219.9 million, a 25.5 percent increase from $175.3 million in the prior-year period. New and used vehicles had increases in both unit sales and gross profit per retail unit sold. These increases resulted in gross profits that were 32.3 percent and 17.5 percent higher than in the prior year, respectively. Parts and service gross profit increased by 30.7 percent, although gross margin declined from 56.1 percent to 55.0 percent due to an increase in revenues from the company's lower-margin wholesale parts business in relation to its service and collision businesses. Gross profit in finance and insurance increased by 12.3 percent; however, gross profit per retail unit declined by 8.4 percent, from $1,006 to $921, reflecting both a decline in penetration rates for new and used vehicles and the impact of acquisitions with lower average gross profit per retail unit than the company's existing stores. Total gross margin declined by 60 basis points, to 15.3 percent from 15.9 percent during the year-ago period. On a same store basis, total gross profit for the quarter was down 0.5 percent, from $175.3 million in 2003 to $174.4 in 2004.

In connection with its annual assessment of goodwill and indefinite-lived intangible assets, the company determined that the fair value of one of its Los Angeles area franchises no longer supported the carrying value associated with it. As a result, the company recorded a non-cash, pretax charge of $3.3 million, which equates to $2.0 million after tax or $0.08 per diluted share. The company determined the impairment charge in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." In addition, a third-party review of the company's previously announced $41.4 million pretax charge related to its Atlanta platform was completed during the fourth quarter. No adjustment to the company's initial charge was required as a result of the review.

The company reported income from operations of $29.1 million, compared with $33.3 million in the fourth quarter of 2003. Excluding the impairment charge, operating margin was 2.2 percent, compared with 3.0 percent during the year-ago period. This decline was primarily due to the decline in gross margin noted above, as well as higher selling, general and administrative (SG&A) expenses. An accrual for costs associated with an ongoing class action lawsuit in Texas, as well as an increase in professional fees associated with the implementation of Section 404 of the Sarbanes-Oxley Act, contributed to this increase in SG&A expenses. On a same store basis, and excluding the Los Angeles impairment charge, operating margin for the quarter was 2.2 percent, compared with 3.0 percent in the prior year.

"Our fourth-quarter results reflected a continuation of the market challenges we experienced throughout 2004," said B.B. Hollingsworth Jr., Group 1's chairman, president and chief executive officer. "Despite this tough environment, our Dallas and Florida platforms delivered outstanding fourth-quarter results and, from a brand standpoint, our Honda, Nissan and luxury franchises also performed well."

Full-Year Results

For the full year 2004, revenues grew 20.3 percent to $5.4 billion, largely due to acquisitions. New vehicle revenues grew 22.3 percent and used vehicle retail revenues grew 11.8 percent, while parts and service and finance and insurance revenues grew 21.3 percent and 5.9 percent, respectively. On a same store basis, total revenues were up 2.5 percent from 2003.

Gross profit increased by 15.0 percent to $831.8 million from $723.4 million in the prior year, although gross margin fell by 70 basis points to 15.3 percent from 16.0 percent in 2003. On a same store basis, gross profit for the year decreased by 1.1 percent, from $718.8 million in 2003 to $710.7 million in 2004.

Income from operations declined from $149.2 million in 2003 to $99.2 million in 2004. This includes the non-cash, pretax charges totaling $44.7 million to impair goodwill, certain other long-lived assets and indefinite-lived intangible assets noted above. Excluding these impairment charges, operating margin was 2.6 percent, compared with 3.3 percent during the year-ago period. This 70 basis point decline was largely attributable to the decline in gross margin noted above. SG&A expenses as a percentage of gross profit increased by 320 basis points during the year, as savings from certain variable cost control initiatives were offset by increased costs related to a severe hailstorm in June, hurricanes in September, the class action lawsuit in Texas mentioned above and professional fees associated with the implementation of Section 404 of the Sarbanes-Oxley Act. On a same store basis, and again excluding the impairment charges, operating margin for the year was 2.7 percent, compared with 3.3 percent in the prior year.

Including the impairment charges, net income for the year was $27.8 million, or $1.18 per diluted share, compared with $3.26 per diluted share on net income of $76.1 million during 2003. Excluding certain items described in the attached schedules, the company's adjusted full-year net income was $2.68 per diluted share, a reduction of 6.9 percent on a comparable basis from $2.88 per diluted share in 2003.

Acquisition Update

During 2004, Group 1 added 23 franchises with expected annual revenues of approximately $1.2 billion. The brand mix of these franchises consists of 24 percent domestic and 76 percent import, including 39 percent luxury. The aggregate consideration paid for these acquisitions was approximately $221.7 million in cash, net of cash received, the assumption of approximately $109.7 million in inventory financing and 394,313 shares of Group 1 common stock. The cash portion of these transactions was funded with a combination of cash on hand and borrowings under the company's revolving credit facility.

In January 2005, the company completed the acquisition of new Dodge and Chrysler franchises in Tulsa, Okla. Both of these franchises became part of the Bob Howard Auto Group and are expected to generate aggregate annual revenues of $46 million. The Chrysler franchise has become part of the Crown Auto World dealership, and the Dodge dealership has been renamed Bob Howard Downtown Dodge.

Management's Outlook

Group 1 anticipates 2005 full-year earnings per diluted share of $2.95 to $3.05, excluding any future acquisitions. This estimate is based on average diluted shares outstanding of 24.2 million.

"Oversupply of domestic new vehicles remains a major concern in the industry," said Hollingsworth. "Until inventories more closely match consumer demand, we believe that most of our markets will remain highly competitive, pressures on gross margins will continue and sales will be driven by automakers' incentive programs. In the meantime, we will focus on improving our operating margins and integrating our newly acquired franchises."

Hollingsworth also noted that the company will continue to seek accretive acquisitions that fit its stringent criteria, although at a slower pace than in 2004. "While we are pleased with the results of our 2004 acquisition program, we recognize the need to complete the integration of these newly acquired franchises. As a result, we are establishing a 2005 acquisition target of $300 million in aggregate anticipated annual revenues," he said. The above-mentioned earnings per share guidance excludes any financial impact from these acquisitions.

Fourth-Quarter and Full-Year Conference Call

About Group 1 Automotive, Inc.

Group 1 owns 96 automotive dealerships comprised of 142 franchises, 33 brands and 32 collision service centers located in California, Colorado, Florida, Georgia, Louisiana, Massachusetts, New Jersey, New Mexico, New York, Oklahoma and Texas. Through its dealerships and Internet sites, 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.

>

FINANCIAL TABLES TO FOLLOW


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

                                        For the Three Months Ended
                                                December 31,
                                     ---------------------------------
                                        2004        2003     % Change
                                     ----------- ----------- ---------
REVENUES:
New vehicle retail sales               $896,959    $679,475     32.0 %
Used vehicle - retail sales             251,256     197,687     27.1
Used vehicle - wholesale sales           94,399      69,636     35.6
Parts and service                       155,625     116,805     33.2
Finance and insurance                    42,459      37,796     12.3
                                     ----------- ----------- ---------
   Total revenues                     1,440,698   1,101,399     30.8 %

COST OF SALES:
New vehicle retail sales                831,903     630,293     32.0 %
Used vehicle - retail sales             221,333     174,998     26.5
Used vehicle - wholesale sales           97,487      69,496     40.3
Parts and service                        70,031      51,312     36.5
                                     ----------- ----------- ---------
   Total cost of sales                1,220,754     926,099     31.8 %

GROSS PROFIT                            219,944     175,300     25.5 %

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                               182,943     138,768     31.8 %

DEPRECIATION AND AMORTIZATION EXPENSE     4,596       3,239     41.9 %

ASSET IMPAIRMENTS                         3,338           -        -
                                     ----------- ----------- ---------

Income from operations                   29,067      33,293    (12.7)%

OTHER INCOME (EXPENSE):
Floorplan interest expense               (7,688)     (4,368)    76.0 %
Other interest expense, net              (5,672)     (5,990)    (5.3)
Loss on redemption of senior
 subordinated notes                           -           -        -
Other income (expense), net                  77         738    (89.6)
                                     ----------- ----------- ---------

INCOME BEFORE INCOME TAXES               15,784      23,673    (33.3)%

PROVISION FOR INCOME TAXES                4,589       4,037     13.7 %
                                     ----------- ----------- ---------

NET INCOME                              $11,195     $19,636    (43.0)%
                                     =========== =========== =========

Diluted earnings per share                $0.47       $0.84    (44.0)%

Weighted average diluted shares
 outstanding                         23,693,037  23,485,959      0.9 %


                                       For the Twelve Months Ended
                                                December 31,
                                     ---------------------------------
                                        2004        2003     % Change
                                     ----------- ----------- ---------
REVENUES:
New vehicle retail sales             $3,348,875  $2,739,315     22.3 %
Used vehicle - retail sales             988,797     884,819     11.8
Used vehicle - wholesale sales          359,247     265,187     35.5
Parts and service                       565,213     465,989     21.3
Finance and insurance                   172,901     163,250      5.9
                                     ----------- ----------- ---------
   Total revenues                     5,435,033   4,518,560     20.3 %

COST OF SALES:
New vehicle retail sales              3,112,140   2,539,319     22.6 %
Used vehicle - retail sales             868,351     778,266     11.6
Used vehicle - wholesale sales          367,513     271,328     35.4
Parts and service                       255,263     206,236     23.8
                                     ----------- ----------- ---------
   Total cost of sales                4,603,267   3,795,149     21.3 %

GROSS PROFIT                            831,766     723,411     15.0 %

SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                               672,068     561,698     19.6 %

DEPRECIATION AND AMORTIZATION EXPENSE    15,836      12,510     26.6 %

ASSET IMPAIRMENTS                        44,711           -        -
                                     ----------- ----------- ---------

Income from operations                   99,151     149,203    (33.5)%

OTHER INCOME (EXPENSE):
Floorplan interest expense              (25,349)    (21,571)    17.5 %
Other interest expense, net             (19,299)    (15,191)    27.0
Loss on redemption of senior
 subordinated notes                      (6,381)          -        -
Other income (expense), net                (170)        631   (126.9)
                                     ----------- ----------- ---------

INCOME BEFORE INCOME TAXES               47,952     113,072    (57.6)%

PROVISION FOR INCOME TAXES               20,171      36,946    (45.4)%
                                     ----------- ----------- ---------

NET INCOME                              $27,781     $76,126    (63.5)%
                                     =========== =========== =========

Diluted earnings per share                $1.18       $3.26    (63.8)%

Weighted average diluted shares
 outstanding                         23,493,899  23,346,221      0.6 %


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

                                            As of December 31,
                                     ---------------------------------
                                        2004        2003     % Change
                                     ----------- ----------- ---------
ASSETS:

CURRENT ASSETS:
   Cash                                 $37,809     $26,712     41.5 %
   Contracts in transit and vehicle
    receivables, net                    172,402     143,260     20.3
   Accounts and notes receivable, net    76,687      63,669     20.4
   Inventories, net                     877,575     671,279     30.7
   Deferred income taxes                 10,870      11,163     (2.6)
   Prepaid expenses and other current
    assets                               31,056      21,046     47.6
                                     ----------- ----------- ---------
     Total current assets             1,206,399     937,129     28.7
PROPERTY AND EQUIPMENT, net             160,297     131,647     21.8
GOODWILL                                366,673     328,491     11.6
INTANGIBLE ASSETS                       187,135      76,656    144.1
OTHER ASSETS                             22,831      28,522    (20.0)
                                     ----------- ----------- ---------
     Total assets                    $1,943,335  $1,502,445     29.3 %
                                     =========== =========== =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
   Floorplan notes payable             $848,260    $493,568     71.9 %
   Current maturities of long-term
    debt                                  1,054         910     15.8
   Accounts payable                     108,920      87,675     24.2
   Accrued expenses                      94,510      77,461     22.0
                                     ----------- ----------- ---------
     Total current liabilities        1,052,744     659,614     59.6
DEBT, net of current maturities         156,747     230,178    (31.9)
ACQUISITION LINE OF CREDIT               84,000           -        -
DEFERRED INCOME TAXES                    29,312      33,786    (13.2)
OTHER LIABILITIES                        21,306      20,003      6.5
                                     ----------- ----------- ---------
     Total liabilities before
      deferred revenues               1,344,109     943,581     42.4
                                     ----------- ----------- ---------

DEFERRED REVENUES                        32,052      40,755    (21.4)

STOCKHOLDERS' EQUITY:
   Common stock                             239         235      1.7
   Additional paid-in capital           265,645     255,356      4.0
   Retained earnings                    318,931     291,150      9.5
   Accumulated other comprehensive
    loss                                   (173)     (1,285)   (86.5)
   Treasury stock                       (17,468)    (27,347)   (36.1)
                                     ----------- ----------- ---------
     Total stockholders' equity         567,174     518,109      9.5
                                     ----------- ----------- ---------
     Total liabilities and
      stockholders' equity           $1,943,335  $1,502,445     29.3 %
                                     =========== =========== =========

BALANCE SHEET DATA:
   Working capital                     $153,655    $277,515    (44.6)%
   Current ratio                           1.15        1.42    (19.0)

   Long-term debt to capitalization          30%         31%

   Inventory days supply: (1)
     New vehicle                             70          75     (6.7)
     Used vehicle                            29          31     (6.5)


(1) Inventory days supply equals units in inventory as of the end of
    the period, divided by units sales for the month then ended, times
    30 days.


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

                                           For the Twelve Months
                                             Ended December 31,
                                       ------------------------------
                                            2004            2003
                                       --------------  --------------
NEW VEHICLE UNIT SALES GEOGRAPHIC MIX:
 Platform                State(s)
 ----------------------- -------------
 Ira Motor Group         Massachusetts          12.8 %          12.7 %
 Sterling McCall         Texas
  Automotive Group                              12.1            12.7
 Bob Howard Auto Group   Oklahoma               12.0            14.3
 Miller Automotive Group California             11.3            11.9
 Gene Messer Auto Group  Texas                   8.0             9.0
 Maxwell Automotive      Texas
  Group                                          7.9             7.6
 Bohn Automotive Group   Louisiana               6.4             6.6
 Group 1 Florida         Florida                 6.1             7.6
 Group 1 Atlanta         Georgia                 5.1             6.0
 Peterson Automotive     California
  Group                                          4.2               -
 Rocky Mountain          Colorado/New
                          Mexico                 4.0             4.4
 Courtesy Auto Group     Texas                   3.5             3.9
 David Michael Motor     New Jersey
  Cars                                           2.9               -
 Mike Smith Automotive   Texas
  Group                                          2.6             3.3
 Hassel Auto Group       New York                1.1               -
                                       --------------  --------------
                                               100.0 %         100.0 %

NEW VEHICLE UNIT SALES BRAND MIX:
 Toyota/Scion/Lexus                             27.7 %          26.2 %
 Ford                                           20.5            25.5
 DaimlerChrysler                                14.1            12.3
 GM                                             10.9            10.2
 Nissan/Infiniti                                10.7            10.5
 Honda/Acura                                     9.5             9.8
 Other                                           6.6             5.5
                                       --------------  --------------
                                               100.0 %         100.0 %

NEW VEHICLE UNIT OTHER MIX:
 Domestic/Import                       42.0 % / 58.0 % 46.9 % / 53.1 %

 Luxury/Non-luxury                     14.0 % / 86.0 % 12.1 % / 87.9 %

 Car/Truck                             42.8 % / 57.2 % 41.3 % / 58.7 %


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

                              For the Three Months Ended December 31,
                              ----------------------------------------
                                  2004            2003       % Change
                              -------------  -------------- ----------
REVENUES:
 New vehicle retail sales        $896,959        $679,475       32.0 %
 Used vehicle - retail sales      251,256         197,687       27.1
 Used vehicle - wholesale
  sales                            94,399          69,636       35.6
                              -------------  -------------- ----------
    Total used                    345,655         267,323       29.3
 Parts and service                155,625         116,805       33.2
 Finance and insurance             42,459          37,796       12.3
                              -------------  -------------- ----------
    Total                       1,440,698       1,101,399       30.8 %

GROSS PROFIT (LOSS):
 New vehicle retail sales         $65,056         $49,182       32.3 %
 Used vehicle - retail sales       29,923          22,689       31.9
 Used vehicle - wholesale
  sales                            (3,088)            140   (2,305.7)
                              -------------  -------------- ----------
    Total used                     26,835          22,829       17.5
 Parts and service                 85,594          65,493       30.7
 Finance and insurance             42,459          37,796       12.3
                              -------------  -------------- ----------
    Total                         219,944         175,300       25.5 %

GROSS MARGIN:
 New vehicle retail sales             7.3 %           7.2 %
 Used vehicle - retail sales         11.9            11.5
 Used vehicle - wholesale
  sales                              (3.3)            0.2
                              -------------  --------------
    Total used                        7.8             8.5
 Parts and service                   55.0            56.1
 Finance and insurance              100.0           100.0
                              -------------  --------------
    Total                            15.3 %          15.9 %

UNITS SOLD:
 Retail new vehicles sold          30,107          23,854       26.2 %
 Retail used vehicles sold         16,018          13,721       16.7
                              -------------  -------------- ----------
    Total retail sales             46,125          37,575       22.8

 Wholesale used vehicles sold      12,857          10,820       18.8 %

GROSS PROFIT (LOSS) PER UNIT SOLD:
 New vehicle retail sales          $2,161          $2,062        4.8 %
 Used vehicle - retail sales        1,868           1,654       12.9
 Used vehicle - wholesale
  sales                              (240)             13   (1,946.2)
    Total used (per retail
     unit sold)                     1,675           1,664        0.7
 Finance and insurance                921           1,006       (8.4)

OTHER:
 SG&A expenses                   $182,943        $138,768       31.8 %
 SG&A as % revenues                  12.7 %          12.6 %
 SG&A as % gross profit              83.2 %          79.2 %
 Operating margin                     2.0 %           3.0 %
 Pretax income margin                 1.1 %           2.1 %
 Floorplan interest               $(7,688)        $(4,368)      76.0 %
 Floorplan assistance               8,748           6,902       26.7
                              -------------  -------------- ----------
    Net floorplan benefit           1,060           2,534      (58.2)


                              For the Twelve Months Ended December 31,
                              ----------------------------------------
                                  2004            2003       % Change
                              -------------  -------------- ----------
REVENUES:
 New vehicle retail sales      $3,348,875      $2,739,315       22.3 %
 Used vehicle - retail sales      988,797         884,819       11.8
 Used vehicle - wholesale
  sales                           359,247         265,187       35.5
                              -------------  -------------- ----------
    Total used                  1,348,044       1,150,006       17.2
 Parts and service                565,213         465,989       21.3
 Finance and insurance            172,901         163,250        5.9
                              -------------  -------------- ----------
    Total                       5,435,033       4,518,560       20.3 %

GROSS PROFIT (LOSS):
 New vehicle retail sales        $236,735        $199,996       18.4 %
 Used vehicle - retail sales      120,446         106,553       13.0
 Used vehicle - wholesale
  sales                            (8,266)         (6,141)      34.6
                              -------------  -------------- ----------
    Total used                    112,180         100,412       11.7
 Parts and service                309,950         259,753       19.3
 Finance and insurance            172,901         163,250        5.9
                              -------------  -------------- ----------
    Total                         831,766         723,411       15.0 %

GROSS MARGIN:
 New vehicle retail sales             7.1 %           7.3 %
 Used vehicle - retail sales         12.2            12.0
 Used vehicle - wholesale
  sales                              (2.3)           (2.3)
                              -------------  --------------
    Total used                        8.3             8.7
 Parts and service                   54.8            55.7
 Finance and insurance              100.0           100.0
                              -------------  --------------
    Total                            15.3 %          16.0 %

UNITS SOLD:
 Retail new vehicles sold         117,971          99,971       18.0 %
 Retail used vehicles sold         66,336          62,721        5.8
                              -------------  -------------- ----------
    Total retail sales            184,307         162,692       13.3

 Wholesale used vehicles sold      49,372          43,616       13.2 %

GROSS PROFIT (LOSS) PER UNIT SOLD:
 New vehicle retail sales          $2,007          $2,001        0.3 %
 Used vehicle - retail sales        1,816           1,699        6.9
 Used vehicle - wholesale
  sales                              (167)           (141)      18.4
    Total used (per retail
     unit sold)                     1,691           1,601        5.6
 Finance and insurance                938           1,003       (6.5)

OTHER:
 SG&A expenses                   $672,068        $561,698       19.6 %
 SG&A as % revenues                  12.4 %          12.4 %
 SG&A as % gross profit              80.8 %          77.6 %
 Operating margin                     1.8 %           3.3 %
 Pretax income margin                 0.9 %           2.5 %
 Floorplan interest              $(25,349)       $(21,571)      17.5 %
 Floorplan assistance              33,206          27,354       21.4
                              -------------  -------------- ----------
    Net floorplan benefit           7,857           5,783       35.9


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

                              For the Three Months Ended December 31,
                              ----------------------------------------
                                   2004          2003        % Change
                              -------------- ------------- -----------
REVENUES:
 New vehicle retail sales         $684,482      $679,475         0.7 %
 Used vehicle - retail sales       210,883       197,686         6.7
 Used vehicle - wholesale
  sales                             75,924        69,637         9.0
                              -------------- ------------- -----------
    Total used                     286,807       267,323         7.3
 Parts and service                 121,045       116,804         3.6
 Finance and insurance              35,674        37,833        (5.7)
                              -------------- ------------- -----------
    Total                        1,128,008     1,101,435         2.4 %

GROSS PROFIT (LOSS):
 New vehicle retail sales          $49,446       $49,185         0.5 %
 Used vehicle - retail sales        25,576        22,688        12.7
 Used vehicle - wholesale
  sales                             (2,781)          141    (2,072.3)
                              -------------- ------------- -----------
    Total used                      22,795        22,829        (0.1)
 Parts and service                  66,515        65,491         1.6
 Finance and insurance              35,674        37,833        (5.7)
                              -------------- ------------- -----------
    Total                          174,430       175,338        (0.5)%

GROSS MARGIN:
 New vehicle retail sales              7.2 %         7.2 %
 Used vehicle - retail sales          12.1          11.5
 Used vehicle - wholesale
  sales                               (3.7)          0.2
                              -------------- -------------
    Total used                         7.9           8.5
 Parts and service                    55.0          56.1
 Finance and insurance               100.0         100.0
                              -------------- -------------
    Total                             15.5 %        15.9 %

UNITS SOLD:
 Retail new vehicles sold           23,804        23,854        (0.2)%
 Retail used vehicles sold          13,886        13,721         1.2
                              -------------- ------------- -----------
    Total retail sales              37,690        37,575         0.3

 Wholesale used vehicles sold       10,718        10,820        (0.9)%

GROSS PROFIT (LOSS) PER UNIT
 SOLD:
  New vehicle retail sales          $2,077        $2,062         0.7 %
  Used vehicle - retail sales        1,842         1,654        11.4
  Used vehicle - wholesale
   sales                              (259)           13    (2,092.3)
     Total used (per retail
      unit sold)                     1,642         1,664        (1.3)
  Finance and insurance                947         1,007        (6.0)

OTHER:
 SG&A expenses                    $145,676      $138,771         5.0 %
 SG&A as % revenues                   12.9 %        12.6 %
 SG&A as % gross profit               83.5 %        79.1 %
 Operating margin                      1.9 %         3.0 %


                              For the Twelve Months Ended December 31,
                              ----------------------------------------
                                  2004          2003        % Change
                              -------------- ------------- -----------
REVENUES:
 New vehicle retail sales       $2,783,249    $2,717,746         2.4 %
 Used vehicle - retail sales       870,301       876,864        (0.7)
 Used vehicle - wholesale
  sales                            310,202       263,055        17.9
                              -------------- ------------- -----------
    Total used                   1,180,503     1,139,919         3.6
 Parts and service                 477,559       462,579         3.2
 Finance and insurance             153,886       162,328        (5.2)
                              -------------- ------------- -----------
    Total                        4,595,197     4,482,572         2.5 %

GROSS PROFIT (LOSS):
 New vehicle retail sales         $195,745      $198,745        (1.5)%
 Used vehicle - retail sales       106,601       105,783         0.8
 Used vehicle - wholesale
  sales                             (7,740)       (6,083)       27.2
                              -------------- ------------- -----------
    Total used                      98,861        99,700        (0.8)
 Parts and service                 262,212       258,006         1.6
 Finance and insurance             153,886       162,328        (5.2)
                              -------------- ------------- -----------
    Total                          710,704       718,779        (1.1)%

GROSS MARGIN:
 New vehicle retail sales              7.0 %         7.3 %
 Used vehicle - retail sales          12.2          12.1
 Used vehicle - wholesale
  sales                               (2.5)         (2.3)
                              -------------- -------------
    Total used                         8.4           8.7
 Parts and service                    54.9          55.8
 Finance and insurance               100.0         100.0
                              -------------- -------------
    Total                             15.5 %        16.0 %

UNITS SOLD:
 Retail new vehicles sold           99,862        99,250         0.6 %
 Retail used vehicles sold          59,358        62,177        (4.5)
                              -------------- ------------- -----------
    Total retail sales             159,220       161,427        (1.4)

 Wholesale used vehicles sold       43,276        43,362        (0.2)%

GROSS PROFIT (LOSS) PER UNIT
 SOLD:
  New vehicle retail sales          $1,960        $2,002        (2.1)%
  Used vehicle - retail sales        1,796         1,701         5.6
  Used vehicle - wholesale
   sales                              (179)         (140)       27.9
     Total used (per retail
      unit sold)                     1,666         1,603         3.9
  Finance and insurance                966         1,006        (4.0)

OTHER:
 SG&A expenses                    $573,210      $557,589         2.8 %
 SG&A as % revenues                   12.5 %        12.4 %
 SG&A as % gross profit               80.7 %        77.6 %
 Operating margin                      1.7 %         3.3 %


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


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

                           Net Income                Diluted EPS
                   --------------------------- -----------------------
                      Q4       Q4                Q4     Q4
                     2004     2003   % Change   2004   2003  % Change
                   -------- -------- --------- ------ ------ ---------
Q4 2004 vs. Q4 2003
 RECONCILIATION:
  As reported      $11,195  $19,636    (43.0)% $0.47  $0.84    (44.0)%
  Adjustments:
   Asset
    impairments      1,979                      0.08
   Tax
    contingencies        -   (4,840)               -  (0.21)
   Used vehicle
    reserves             -   (2,133)               -  (0.09)
                   -------- -------- --------- ------ ------ ---------
     As adjusted   $13,174  $12,663      4.0 % $0.56  $0.54      1.9 %

                           Net Income                Diluted EPS
                   --------------------------- -----------------------
                     2004     2003   % Change   2004   2003  % Change
                   -------- -------- --------- ------ ------ ---------
2004 vs. 2003
 RECONCILIATION:
  As reported      $27,781  $76,126    (63.5)% $1.18  $3.26    (63.8)%
  Adjustments:
   Asset
    impairments     31,239        -             1.33      -
   Loss on
    redemption of
    senior
    subordinated
    notes            4,011        -             0.17      -
   Tax
    contingencies        -   (5,423)               -  (0.23)
   Used vehicle
    reserves             -   (3,426)               -  (0.15)
                   -------- -------- --------- ------ ------ ---------
     As adjusted   $63,031  $67,277     (6.3)% $2.68  $2.88     (6.9)%

Note: Columns and rows may not foot due to rounding.