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Asbury Automotive Group Reports Fourth Quarter and 2003 Financial Results

STAMFORD, Conn., Feb. 25, 2004 -- Asbury Automotive Group, Inc. , one of the largest automotive retail and service companies in the U.S., today reported financial results for the fourth quarter and year ended December 31, 2003.

For the year, net income from continuing operations was $50.5 million, or $1.55 per share, before taking into account the impact of a previously announced after tax charge related to the termination of the Bob Baker acquisition agreement, and a non-cash goodwill impairment charge related to the Company's Oregon platform. Including the recognition of the charge related to the Baker transaction and the goodwill impairment charge, net income from continuing operations for the year was $19.8 million, or $0.61 per share. Net income for the year was $15.2 million, or $0.47 per share, which includes a $0.14 loss per share from discontinued operations, as well as the aforementioned charge related to the Baker transaction of $0.05 per share and the goodwill impairment charge of $0.89 per share.

For the fourth quarter of 2003, net income from continuing operations was $10.9 million, or $0.34 per share, excluding the charges related to the Baker transaction and the goodwill impairment, a 44 percent increase over the prior year quarter. Including the charges related to the Baker transaction and the goodwill impairment the Company's net loss from continuing operations for the fourth quarter of 2003 was $19.8 million, or $0.61 per share. The net loss for the fourth quarter of 2003 was $20.4 million, or $0.63 per share, which includes a $0.02 loss per share from discontinued operations, as well as the charges related to the Baker transaction and the goodwill impairment.

The non-cash goodwill impairment charge of $37.9 million ($29.2 million after-tax) was recorded after the completion of the Company's annual assessment of goodwill and other intangible assets as required by Statement of Financial Accounting Standard No. 142. As previously announced and discussed with investors, this charge reduces the carrying value of goodwill associated with Asbury's Oregon platform. The Company anticipates that based upon management changes in 2003 and the implementation of its operational improvement plan, financial performance in its Oregon platform should improve in 2004. In the event that the turnaround called for by this plan takes longer than anticipated or is only partially successful, the Company believes that Oregon's current performance run rate, which includes the impact of expense reduction initiatives already implemented, is sufficient to sustain the remaining goodwill.

Other financial highlights for the year and fourth quarter, as compared to the corresponding periods in 2002, included:

   * The Company's total revenues for the year increased 8.2 percent, while
     same-store retail sales (excluding fleet and wholesale business) rose
     3.5 percent.  For the fourth quarter, total revenues increased
     9.8 percent, while same-store retail sales rose 1.4 percent.

   * Total retail gross profit dollars for the year increased 6.2 percent,
     while same-store retail gross profit rose 1.4 percent.  For the fourth
     quarter, gross profit increased 7.0 percent, and decreased 0.7 percent
     on a same-store basis.

   * For the year, new vehicle retail sales increased 10.0 percent in
     dollars (5.1 percent same-store), and increased 3.6 percent in units
     (down 0.7 percent same-store).  For the fourth quarter, new vehicle
     retail sales increased 13.8 percent in dollars (5.2 percent same-store)
     and rose 6.0 percent in units (down 0.9 percent same-store).

   * For the year, used vehicle retail sales increased 1.5 percent in
     dollars (down 3.1 percent same-store), and increased 2.0 percent in
     units (down 2.1 percent same-store).  For the fourth quarter, used
     vehicle retail sales decreased 5.1 percent in dollars (12.8 percent
     same-store) and declined 3.9 percent in units (10.0 percent same-
     store).  Consistent with prior announcements, the Company noted that
     the used vehicle retail environment remained challenging during the
     quarter, which was due in large part to the highly promotional new
     vehicle market.

   * Parts, service and collision repair revenues and gross profit for the
     year increased 10.9 percent and 10.2 percent (5.5 percent and
     4.5 percent same-store), respectively.  For the fourth quarter,
     revenues and gross profit increased 13.5 percent and 9.3 percent (4.7
     percent and 0.9 percent same-store), respectively.  The Company noted
     that the increase in gross profit during the quarter was lower than the
     rate of sales increase primarily due to a shift in the business mix.

   * For the year, net finance and insurance (F&I) income rose 14.2 percent
     (10.2 percent same-store), with a 10.9 percent increase in F&I per
     vehicle retailed (PVR), and a 8.7 percent increase in F&I PVR generated
     at the platform level.  For the quarter, net F&I income rose
     12.9 percent (6.6 percent same-store), with a 10.4 percent increase in
     F&I PVR, and a 5.5 percent increase in F&I PVR generated at the
     platform level.

   * During the fourth quarter, the Company continued to make progress with
     its productivity initiatives, as selling, general and administrative
     expenses declined 40 basis points as a percentage of gross profit, and
     70 basis points on a same-store basis.

   * The Company's effective tax rate for the full year was 38.0 percent,
     before taking into account the impact of the goodwill impairment
     charge.  Including the charge, the Company's effective tax rate for the
     year was 51.8 percent.

The Company noted that in 2003 it had completed acquisitions representing $415 million in annualized revenues, of which $150 million was reflected in its 2003 results. Thus far in 2004, the Company completed acquisitions to acquire three franchises with annual revenues of $170 million, with approximately $155 million to be reflected in 2004 results. In addition, the Company noted that it had executed contracts to acquire three additional franchises with annual revenues of $160 million. These pending transactions are subject in all cases to manufacturer consent.

Commenting on expectations for 2004, the Company noted that it was comfortable with the analysts' consensus earnings estimate of $1.76 per share from continuing operations for the full year.

About Asbury Automotive Group

Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one of the largest automobile retailers in the U.S., with 2003 revenues of $4.8 billion. Built through a combination of organic growth and a series of strategic acquisitions, Asbury now operates through nine geographically concentrated, individually branded "platforms." These platforms currently operate 100 retail auto stores, encompassing 142 franchises for the sale and servicing of 35 different brands of American, European and Asian automobiles. Asbury believes that its product mix contains a higher proportion of the more desirable luxury and mid-line import brands than most public automotive retailers. The Company offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts.

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

                                                December 31,    December 31,
                   ASSETS                           2003            2002
                                                 (unaudited)
  CURRENT ASSETS:
    Cash and cash equivalents                      $106,711        $22,613
    Contracts-in-transit                             93,881         91,190
    Accounts receivable, net                        114,201         96,090
    Inventories                                     650,397        591,839
    Prepaid and other current assets                 46,819         47,857
        Total current assets                      1,012,009        849,589

  PROPERTY AND EQUIPMENT, net                       266,991        257,305
  GOODWILL                                          404,143        402,133
  OTHER ASSETS                                      101,603         66,758
  ASSETS HELD FOR SALE                               29,533         29,859
  Total assets                                   $1,814,279     $1,605,644

     LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:
    Floor plan notes payable                       $602,167       $528,591
    Current maturities of long-term debt             33,250         36,412
    Accounts payable and accrued liabilities        121,609        117,445
        Total current liabilities                   757,026        682,448

  LONG-TERM DEBT                                    559,128        438,740
  OTHER LIABILITIES                                  39,686         45,552
  LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE   24,732         11,953

  STOCKHOLDERS' EQUITY                               433,707        426,951
        Total liabilities and stockholders'
         equity                                   $1,814,279     $1,605,644

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

                  For the Three Months
                          Ended                  For the Years Ended
                   Dec. 31,   Dec. 31,    Dec. 31,    Dec. 31,     Dec. 31,
                     2003       2002        2003        2002         2002
                                                     Pro Forma(a)   Actual
  REVENUES:
  New vehicle      $724,412   $637,546   $2,909,641  $2,644,798  $2,644,798
  Used vehicle      268,057    270,897    1,183,901   1,158,144   1,158,144
  Parts, service
   and collision
   repair           141,373    124,547      551,498     497,164     497,164
  Finance and
   insurance, net    30,968     27,439      131,465     115,159     115,159
     Total
      revenues    1,164,810  1,060,429    4,776,505   4,415,265   4,415,265

  COST OF SALES:
  New vehicle       670,757    587,567    2,694,777   2,430,494   2,430,494
  Used vehicle      246,150    247,336    1,079,314   1,053,878   1,053,878
  Parts, service
   and collision
   repair            68,414     57,783      262,110     234,575     234,575
  Total cost of
   sales            985,321    892,686    4,036,201   3,718,947   3,718,947
  GROSS PROFIT      179,489    167,743      740,304     696,318     696,318

  OPERATING EXPENSES:
  Selling,
   general and
   administrative   144,541    135,764      580,938     537,846     537,846
  Depreciation and
   amortization       5,243      4,835       20,212      19,062      19,062
  Impairment of
   goodwill          37,930        -         37,930         -           -
  (Loss) income from
   operations        (8,225)    27,144      101,224     139,410     139,410

  OTHER INCOME (EXPENSE):
  Floor plan interest
   expense           (4,537)    (4,801)     (18,800)    (17,860)    (17,860)
  Other interest
   expense          (10,200)    (9,674)     (40,238)    (38,423)    (38,423)
  Interest income        49        255          499       1,200       1,200
  Net losses from
   unconsolidated
   entities             -          -            -          (100)       (100)
  Other expense      (1,197)      (340)      (1,619)       (499)       (499)
    Total other
     expense, net   (15,885)   (14,560)     (60,158)    (55,682)    (55,682)
    (Loss) income
     before income
     taxes and
     discontinued
     operations     (24,110)    12,584       41,066      83,728      83,728

  INCOME TAX PROVISION:
  Income tax (benefit)
   expense           (4,294)     5,016       21,268      33,324      27,765
  Tax adjustment upon
   conversion from
   an L.L.C. to a
   corporation          -          -            -           -        11,553
    (Loss) income from
     continuing
     operations     (19,816)     7,568       19,798      50,404      44,410

  DISCONTINUED OPERATIONS,
   net of tax          (611)    (2,070)      (4,611)     (6,325)     (6,325)

  Net (loss) income $(20,427)    $5,498      $15,187     $44,079(b)  $38,085

  EARNINGS PER COMMON SHARE:
  Basic:
    (Loss) income
     from continuing
     operations      $(0.61)     $0.22        $0.61       $1.48       $1.34
    Net (loss)
     income          $(0.63)     $0.16        $0.47       $1.30       $1.15
  Diluted:
    (Loss) income
     from continuing
     operations      $(0.61)     $0.22        $0.61       $1.48       $1.34
    Net (loss)
     income          $(0.62)     $0.16        $0.46       $1.30       $1.15

  WEIGHTED AVERAGE SHARES
   OUTSTANDING:
    Basic          32,431       33,810       32,648      33,952      33,065
    Diluted        32,686       33,810       32,715      33,960      33,073

   (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 net income to pro forma net income:
        GAAP net income from continuing operations        $38,085
        Tax adjustment upon conversion from an L.L.C.
         to a corporation                                  11,553
        Pro forma income tax charge                        (5,559) (c)
        Pro forma net income from continuing operations   $44,079

   (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.
                              SELECTED DATA
                     (in thousands except unit data)
                               (unaudited)

                          GAAP Results for the    Same Store Results for the
                           Three Months Ended         Three Months Ended
                               December 31,               December 31,
                           2003         2002          2003         2002

  RETAIL UNITS:
    New                   23,460       22,125       21,893       22,100
    Used                  13,066       13,597       12,208       13,564
    Total                 36,526       35,722       34,101       35,664

  REVENUE:
    New retail          $713,535     $627,190     $659,271     $626,519
    Used retail          199,555      210,370      183,017      209,917
    Parts, service and
     collision repair    141,373      124,547      130,268      124,400
    Finance and
     insurance, net       30,968       27,439       29,175       27,368
    Fleet                 10,877       10,356       10,550       10,356
    Wholesale             68,502       60,527       62,183       60,493
          Total       $1,164,810   $1,060,429   $1,074,464   $1,059,053

  GROSS PROFIT:
    New retail           $47,116      $44,051      $43,065      $44,015
    Used retail           23,023       24,478       21,427       24,412
    Parts, service and
     collision repair     72,959       66,764       67,266       66,654
    Finance and
     insurance, net       30,968       27,439       29,175       27,368
    Fleet                    421          446          416          446
    Wholesale             (1,116)        (917)        (868)        (920)
    Floor plan interest
     credits               6,118        5,482        5,789        5,469
          Total         $179,489     $167,743     $166,270     $167,444

  GROSS MARGIN %:
    New retail (including
     floor plan interest
     credits)               7.5%         7.9%         7.4%         7.9%
    Used retail            11.5%        11.6%        11.7%        11.6%
    Parts, service and
     collision repair      51.6%        53.6%        51.6%        53.6%
    Finance and
     insurance, net       100.0%       100.0%       100.0%       100.0%
    Total gross margin     15.4%        15.8%        15.5%        15.8%

  GROSS PROFIT PER UNIT:
    New retail (including
     floor plan interest
     credits)             $2,269      $ 2,239       $2,231       $2,239
    Used retail            1,762        1,800        1,755        1,800
    Weighted average
     total for new and
     used retail           2,088        2,072        2,061        2,072

  RECONCILIATION OF FINANCE AND INSURANCE GROSS
  PROFIT TO PLATFORM FINANCE AND INSURANCE (a):

    Finance and insurance,
     net                 $30,968      $27,439     $ 29,175     $ 27,368
    Less: corporate
     finance and
     insurance            (1,393)           -       (1,393)           -
       Platform finance
        and insurance,
        net              $29,575      $27,439     $ 27,782     $ 27,368

  Platform finance and
   insurance per vehicle
   retailed                 $810         $768         $815         $767

  RECONCILIATION OF NET (LOSS) INCOME
   TO ADJUSTED EBITDA (b):
    Net (loss) income  $(20,427)       $5,498
    Add:
       Depreciation
        and amortization   5,243        4,835
       Impairment of
        goodwill          37,930            -
       Other interest
        expense           10,200        9,674
       Income tax
       (benefit) expense  (4,294)       5,016
       Adjusted EBITDA   $28,652      $25,023

                                          GAAP Results for the Three Months
                                                     Ended December 31,
                                                    2003           2002

  RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED
   INCOME FROM CONTINUING OPERATIONS:
     Net (loss) income                            $(20,427)       $5,498
     Discontinued operations                           611         2,070
     (Loss) income from continuing operations      (19,816)        7,568

  Tax affected impairment of goodwill (c)           29,180             -
  Tax affected charge for Bob Baker (d)              1,552             -
  Adjusted income from continuing operations       $10,916        $7,568

  RECONCILIATION OF NET (LOSS) INCOME PER COMMON
   SHARE (BASIC) TO ADJUSTED INCOME FROM CONTINUING
   OPERATIONS PER COMMON SHARE (BASIC):
     Net (loss) income                              $(0.63)        $0.16
     Discontinued operations                          0.02          0.06
     (Loss) income from continuing operations        (0.61)         0.22

     Tax affected impairment of goodwill (c)          0.90             -
     Tax affected charge for Bob Baker (d)            0.05             -
     Adjusted income from continuing operations     $ 0.34         $0.22

  WEIGHTED AVERAGE SHARES OUTSTANDING:
     Basic                                          32,431        33,810

                            GAAP Results For         Same Store Results
                             the Year Ended          for the Year Ended
                               December 31,              December 31,
                           2003         2002         2003         2002

  RETAIL UNITS:
   New                    98,601       95,197       94,531       95,160
   Used                   59,211       58,076       56,824       58,027
      Total              157,812      153,273      151,355      153,187

  REVENUE:
   New retail         $2,861,746   $2,601,487   $2,731,889   $2,600,506
   Used retail           903,113      889,579      861,175      888,858
   Parts, service and
    collision repair     551,498      497,164      524,416      496,928
   Finance and insurance,
    net                  131,465      115,159      126,860      115,069
   Fleet                  47,895       43,311       47,372       43,311
   Wholesale             280,788      268,565      266,539      268,530
      Total           $4,776,505   $4,415,265   $4,558,251   $4,413,202

  GROSS PROFIT:
   New retail           $189,381     $189,755     $180,443     $189,699
   Used retail           106,568      107,281      102,424      107,183
   Parts, service and
    collision repair     289,388      262,589      274,344      262,421
   Finance and insurance,
    net                  131,465      115,159      126,860      115,069
   Fleet                   1,296        1,426        1,293        1,426
   Wholesale              (1,981)      (3,015)      (1,661)      (3,018)
   Floor plan interest
    credits               24,187       23,123       23,462       23,109
      Total             $740,304     $696,318     $707,165     $695,889

  GROSS MARGIN %:
   New retail (including
    floor plan interest
    credits)                 7.5%         8.2%         7.5%         8.2%
   Used retail              11.8%        12.1%        11.9%        12.1%
   Parts, service and
    collision repair        52.5%        52.8%        52.3%        52.8%
   Finance and insurance,
    net                    100.0%       100.0%       100.0%       100.0%
      Total gross margin    15.5%        15.8%        15.5%        15.8%

  GROSS PROFIT PER UNIT:
   New retail (including
    floor plan interest
    credits)              $2,166       $2,236       $2,157       $2,236
   Used retail             1,800        1,847        1,802        1,847
   Weighted average total
    for new and used
    retail                 2,029        2,089        2,024        2,089

  FREE CASH FLOW (e):
   Net cash provided by
    operating activities $95,344      $65,121
   Less- Capital
    expenditures         (54,633)     (57,477)
   Add-
    Financial capital
     expenditures         11,026        5,447
    Proceeds from
     sale-leaseback
     transactions,
     including amounts
     paid directly to the
     Company's lenders     5,457           --

       Total             $57,194      $13,091

                         As of          As of
                        December       December
                        31, 2003       31, 2002

  CAPITALIZATION:
    Long-term debt
    (including current
     portion)           $592,378     $475,152
    Stockholders'
     equity              433,707      426,951
    Total             $1,026,085     $902,103

                           GAAP Results For the   Same Store Results For the
                              Year Ended                  Year Ended
                              December 31                 December 31
                           2003         2002           2003        2002

  RECONCILIATION OF FINANCE AND INSURANCE GROSS
   PROFIT TO PLATFORM FINANCE AND INSURANCE (a):

    Finance and insurance,
     net                $131,465     $115,159     $126,860     $115,069
    Less: corporate
     finance and
     insurance            (2,693)           -       (2,693)           -
       Platform finance
        and insurance,
        net             $128,772     $115,159     $124,167     $115,069

  Platform finance and
   insurance per vehicle
   retailed                 $816         $751         $820         $751

                                             GAAP Results for the Year Ended
                                                         December 31
                                                      2003          2002

  RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA (b):
     Net income                                    $15,187        $38,085

     Add:
       Depreciation and amortization                20,212         19,062
       Impairment of goodwill                       37,930              -
       Other interest expense                       40,238         38,423
       Income tax expense                           21,268         39,318
     Adjusted EBITDA                              $134,835       $134,888

  RECONCILIATION OF NET INCOME TO ADJUSTED
   INCOME FROM CONTINUING OPERATIONS:
     Net income                                    $15,187        $38,085
     Discontinued operations                         4,611          6,325
     Income from continuing operations              19,798         44,410

     Tax affected impairment of goodwill (c)        29,180              -
     Tax affected charge for Bob Baker (d)           1,552              -
     Adjusted income from continuing operations    $50,530        $44,410

  RECONCILIATION OF NET INCOME PER COMMON SHARE
   (BASIC) TO ADJUSTED INCOME FROM CONTINUING
   OPERATIONS PER COMMON SHARE (BASIC):
     Net income                                      $0.47          $1.15
     Discontinued operations                          0.14           0.19
     Income from continuing operations                0.61           1.34

     Tax affected impairment of goodwill (c)          0.89              -
     Tax affected charge for Bob Baker (d)            0.05              -

   Adjusted income from continuing operations        $1.55          $1.34

  WEIGHTED AVERAGE SHARES OUTSTANDING:
     Basic                                          32,648         33,065

  (a)   The Company believes that platform finance and insurance gross
        profit provides a more accurate measure of the Company's finance and
        insurance performance than finance and insurance PVR, as it excludes
        revenue resulting from corporate negotiated contracts, which is not
        attributable to retail units sold.

  (b)   The Company defines adjusted EBITDA as earnings before income taxes,
        other interest expense, depreciation and amortization and the charge
        associated with the impairment of goodwill.  Adjusted EBITDA, which
        excludes the charge associated with the impairment of goodwill,
        provides a basis to measure the performance of the Company's
        operations and the Company's ability to meet its fixed charges,
        including interest.  Adjusted EBITDA is not a measure of financial
        performance under accounting principles generally accepted in the
        United States and should not be considered in isolation or as a
        substitute for measures of performance prepared in accordance with
        accounting principles generally accepted in the United States.  The
        Company's definition of adjusted EBITDA may not be comparable to
        similarly titled measures of other companies.

  (c)   In connection with the Company's annual impairment test of goodwill
        conducted in the fourth quarter of 2003, the Company recorded a non-
        cash goodwill impairment charge of $37,930 (after tax charge of
        $29,180) associated with the Company's Oregon platform.  The
        goodwill impairment charge is added back to arrive at adjusted net
        income from continuing operations to provide a basis to measure the
        Company's operating performance apart from the non-cash impairment
        charge.

  (d)   In connection with the proposed acquisition of the Bob Baker Auto
        Group, the Company incurred $2,503 of costs, including certain costs
        capitalized in prior periods. In the fourth quarter of 2004, the
        Company determined that the acquisition was no longer probable and
        wrote-off such expenses.  The corresponding $1,552 after tax charge
        (tax affected for the year and the quarter at 38%) is added back to
        arrive at adjusted net income from continuing operations, as the
        Company views costs related to acquisition activity as investments
        in the related acquisition not expenses associate with the
        continuing operations of the Company.

  (e)   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.