ASBURY AUTOMOTIVE GROUP, INC.
    SELECTED DATA
    (in thousands except unit data)
    (unaudited)

                                                               Same Store
                                    GAAP Results for         Results for the
                                        the Three             Three Months
                                       Months Ended              Ended
                                       September 30,          September 30,
                                    2003        2002        2003        2002

    RETAIL UNITS:
        New                        26,867      26,755      25,597      26,755
        Used                       15,774      15,119      15,124      15,119
            Total                  42,641      41,874      40,721      41,874

    REVENUE:
        New retail               $778,712    $712,039    $741,220    $712,030
        Used retail               239,812     233,763     228,338     233,763
        Parts, service and
         collision repair         143,032     128,429     135,671     128,429
        Finance and
         insurance, net            37,366      33,289      36,049      33,289
        Fleet                       7,330      10,812       7,133      10,812
        Wholesale                  79,216      72,270      75,372      72,270
            Total              $1,285,468  $1,190,602  $1,223,783  $1,190,602


    GROSS PROFIT:
        New retail                $49,753    $50,263      $47,347     $50,263
        Used retail                28,562     28,916       27,434      28,916
        Parts, service and
         collision repair          76,331     66,992       72,525      66,992
        Finance and insurance,
         net                       37,366     33,289       36,049      33,289
        Fleet                         299        361          301         361
        Wholesale                    (850)    (1,749)        (857)     (1,749)
        Floor plan interest
         credit                     6,614      6,394        6,433       6,394
            Total                $198,075   $184,466     $189,232    $184,466


    GROSS MARGIN %:
        New retail (including
         floor plan
         interest credit)             7.2%       8.0%         7.3%        8.0%
        Used retail                  11.9%      12.4%        12.0%       12.4%
        Parts, service and
         collision repair            53.4%      52.2%        53.5%       52.2%
        Finance and insurance,
         net                        100.0%     100.0%       100.0%      100.0%
            Total                    15.4%      15.5%        15.5%       15.5%

    GROSS PROFIT PER UNIT:
        New retail (including
         floor plan
         interest credit)          $2,098     $2,118       $2,101      $2,118
        Used retail                 1,811      1,913        1,814       1,913
            Weighted average       $1,992     $2,044       $1,994      $2,044

    PLATFORM F&I PVR                 $846       $795         $853        $795

    EBITDA (a)                    $42,897    $41,412      $41,509     $41,412
    EBITDA %                          3.3%       3.5%         3.4%        3.5%

    OPERATING INCOME %                3.3%       3.4%         3.3%        3.4%


                                   GAAP Results for      Same Store Results
                                      the Nine                 for the
                                     Months Ended         Nine Months Ended
                                     September 30,           September 30,
                                   2003       2002         2003        2002

    RETAIL UNITS:
        New                       75,141      73,072      72,638      73,060
        Used                      46,145      44,479      44,616      44,463
            Total                121,286     117,551     117,254     117,523

    REVENUE:
        New retail            $2,147,816  $1,974,297  $2,072,222  $1,973,987
        Used retail              703,559     679,209     678,158     678,941
        Parts, service and
         collision repair        411,858     373,941     395,882     373,854
        Finance and insurance,
         net                     100,497      87,721      97,685      87,701
        Fleet                     37,017      32,955      36,822      32,955
        Wholesale                212,286     208,038     204,357     208,036
            Total             $3,613,033  $3,356,161  $3,485,126  $3,355,474

    GROSS PROFIT:
        New retail              $141,334    $145,704    $136,447    $145,684
        Used retail               83,545      82,803      80,996      82,771
        Parts, service and
         collision repair        217,919     196,945     208,570     196,888
        Finance and insurance,
         net                     100,497      87,721      97,685      87,701
        Fleet                        875         980         877         980
        Wholesale                   (703)     (1,949)       (632)     (1,950)
        Floor plan interest
         credit                   18,069      17,641      17,674      17,641
            Total               $561,536    $529,845    $541,617    $529,715

    GROSS MARGIN %:
        New retail (including
         floor plan
         interest credit)            7.4%        8.3%        7.4%        8.3%
        Used retail                 11.9%       12.2%       11.9%       12.2%
        Parts, service and
         collision repair           52.9%       52.7%       52.7%       52.7%
        Finance and insurance,
         net                       100.0%      100.0%      100.0%      100.0%
            Total                   15.5%       15.8%       15.5%       15.8%

    GROSS PROFIT PER UNIT:
        New retail (including
         floor plan
         interest credit)         $2,121      $2,235      $2,122      $2,235
        Used retail                1,810       1,862       1,815       1,862
            Weighted average      $2,003      $2,094      $2,005      $2,094

    PLATFORM F&I PVR                $818        $746        $822        $746

    EBITDA (a)                  $109,860    $114,285    $107,648    $114,330
    EBITDA %                         3.0%        3.4%        3.1%        3.4%

    OPERATING INCOME %               3.0%        3.3%        3.1%        3.3%


                                                        September    December
                                                           30,          31,
                                                          2003         2002
    CAPITALIZATION:
        Long-term debt (including current portion)      $535,804    $475,152
        Stockholders' equity                             454,529     426,951
            Total                                       $990,333    $902,103


                                                         For the Nine Months
                                                                Ended
                                                             September 30,
                                                           2003       2002

    FREE CASH FLOW (b):
        Net cash provided by operating activities        $68,064     $69,881
        Capital expenditure                              (33,434)    (38,102)
        Financial capital expenditure                      7,172       5,450
        Sales/leaseback proceeds paid directly to the
         Company's lenders                                 5,485          --
            Total                                        $47,287     $37,229


    (a) EBITDA is defined as earnings before income taxes, discontinued
        operations, other interest expense, depreciation and amortization and
        net losses from unconsolidated affiliates.
    (b) Free cash flow is defined as net cash provided by operating activities
        less capital expenditures plus proceeds from financing activities
        associated with the related period's capital projects.


    ASBURY AUTOMOTIVE GROUP, INC.
    CONSOLIDATED STATEMENTS OF INCOME
    (dollars in thousands except per share data)
    (unaudited)

                                                         For the Three Months
                                                                 Ended
                                                              September 30,
                                                            2003       2002
    REVENUES:
        New vehicle                                      $786,042   $722,851
        Used vehicle                                      319,028    306,033
        Parts, service and collision repair               143,032    128,429
        Finance and insurance, net                         37,366     33,289
            Total revenues                              1,285,468  1,190,602

    COST OF SALES:
        New vehicle                                       729,376    665,833
        Used vehicle                                      291,316    278,866
        Parts, service and collision repair                66,701     61,437
            Total cost of sales                         1,087,393  1,006,136
    GROSS PROFIT                                          198,075    184,466

    OPERATING EXPENSES:
        Selling, general and administrative               150,559    139,148
        Depreciation and amortization                       5,141      4,549
            Income from operations                         42,375     40,769

    OTHER INCOME (EXPENSE);
        Floor plan interest expense                        (4,633)    (4,368)
        Other interest expense                            (10,087)   (10,074)
        Interest income                                       188        283
        Net losses from unconsolidated entities                --         --
        Other income (expense)                               (174)       179
            Total other expense, net                      (14,706)   (13,980)
            Income before income taxes and discontinued
                operations                                 27,669     26,789

    INCOME TAX PROVISION:
        Income tax expense                                 10,503     10,695
        Tax adjustment upon conversion from an L.L.C.
            to a corporation                                   --         --
            Income from continuing operations (b)          17,166     16,094

    DISCONTINUED OPERATIONS, net of tax                      (922)    (1,450)
            Net income                                    $16,244    $14,644

    EARNINGS PER COMMON SHARE:
        Basic -
            Income from continuing operations               $0.53      $0.47
            Net income                                      $0.50      $0.43

        Diluted -
            Income from continuing operations               $0.53      $0.47
            Net income                                      $0.50      $0.43

    WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
        Basic                                              32,419     34,000
        Diluted                                            32,612     34,001


                                       For the Nine Months Ended September 30,
                                                      2002 Pro
                                          2003        Forma (a)   2002 Actual
    REVENUES:

        New vehicle                    $2,184,833   $2,007,252   $2,007,252
        Used vehicle                      915,845      887,247      887,247
        Parts, service and
         collision repair                 411,858      373,941      373,941
        Finance and insurance, net        100,497       87,721       87,721
           Total revenues               3,613,033    3,356,161    3,356,161


    COST OF SALES:

        New vehicle                     2,024,555    1,842,927    1,842,927
        Used vehicle                      833,003      806,393      806,393
        Parts, service and
         collision repair                 193,939      176,996      176,996
           Total cost of sales          3,051,497    2,826,316    2,826,316

    GROSS PROFIT                          561,536      529,845      529,845

    OPERATING EXPENSES:
        Selling, general and
         administrative                   437,419      403,284      403,284
        Depreciation and amortization      15,007       14,280       14,280
            Income from operations        109,110      112,281      112,281

    OTHER INCOME (EXPENSE);
        Floor plan interest expense       (14,263)     (13,059)     (13,059)
        Other interest expense            (30,038)     (28,748)     (28,748)
        Interest income                       450          945          945
        Net losses from
         unconsolidated entities               --         (100)        (100)
        Other income (expense)               (444)        (162)        (162)
            Total other expense,
             net                          (44,295)     (41,124)     (41,124)
            Income before income
             taxes and
             discontinued operations       64,815       71,157       71,157

    INCOME TAX PROVISION:
        Income tax expense                 25,287       28,320       22,732
        Tax adjustment upon
         conversion from an
         L.L.C. to a corporation               --           --       11,553
            Income from continuing
            operations(b)                  39,528       42,837       36,872

    DISCONTINUED OPERATIONS,
     net of tax                            (3,914)      (4,286)      (4,286)
        Net income                        $35,614      $38,551      $32,586

    EARNINGS PER COMMON SHARE:
        Basic -
         Income from
          continuing operations             $1.21        $1.26        $1.12
        Net income                          $1.09        $1.13        $0.99

        Diluted -
         Income from
          continuing operations             $1.21        $1.26        $1.12
        Net income                          $1.09        $1.13        $0.99

    WEIGHTED AVERAGE NUMBER OF
     SHARES OUTSTANDING
        Basic                              32,721       34,000       32,813
        Diluted                            32,761       34,021       32,834

    (a) Pro forma column includes a tax provision as if the Company were a "C"
        corporation for the entire period as well as assumes that all shares
        were outstanding for the full period.  This column excludes a one-time
        charge to establish a net deferred tax liability upon the Company's
        conversion to a "C" corporation as required by SFAS 109.

    (b) Reconciliation of GAAP net income from continuing operations to pro
        forma net income from continuing operations:
          GAAP net income from continuing operations              $36,872
          Tax adjustment upon conversion from an L.L.C.
           to a corporation                                        11,553
          Pro forma income tax charge                              (5,588) (c)
          Pro forma net income from continuing operations         $42,837

    (c) Represents the pro forma tax charge from continuing operations for the
        time during the period that the company was an L.L.C.


    ASBURY AUTOMOTIVE GROUP, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands)


                                                    September 30, December 31,
                         ASSETS                           2003        2002
                                                       (unaudited)
    CURRENT ASSETS:
        Cash and cash equivalents                        $48,804     $22,613
        Contracts-in-transit                              86,380      91,190
        Accounts receivable, net                         112,050      96,090
        Inventories                                      560,268     591,839
        Prepaid and other current assets                  47,740      47,857
            Total current assets                         855,242     849,589

    PROPERTY AND EQUIPMENT, net                          282,801     265,642
    GOODWILL, net                                        464,763     402,133
    OTHER ASSETS                                          65,594      66,758
    ASSETS HELD FOR SALE                                   6,437      21,522
            Total assets                              $1,674,837  $1,605,644

          LIABILITIES AND STOCKHOLDERS' EQUITY

    CURRENT LIABILITIES:
        Floor plan notes payable                        $488,502    $528,591
        Current maturities of long-term debt              31,855      36,412
        Accounts payable and accrued liabilities         132,298     117,445
            Total current liabilities                    652,655     682,448

    LONG-TERM DEBT                                       503,949     438,740
    OTHER LIABILITIES                                     59,889      45,552
    LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE       3,815      11,953

    STOCKHOLDERS' EQUITY                                 454,529     426,951
            Total liabilities and stockholders'
             equity                                   $1,674,837  $1,605,644