8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 30, 2008

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31262	01-0609375
(Commission File Number)	(IRS Employer Identification No.)

622 Third Avenue, 37th Floor, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

(212) 885-2500

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Conditions.

Asbury Automotive Group, Inc. (the “Company”) issued an earnings release on October 30, 2008, announcing its financial results for the third quarter and nine months ended September 30, 2008. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the previously announced resignation of Brett Hutchinson, the Vice President and Controller of the Company, at a meeting of the Company’s Board of Directors (the “Board”) on October 21, 2008, the Board elected Keith R. Style to serve as the Company’s Vice President of Finance, and elected Bryan Hanlon to serve as Controller and Chief Accounting Officer, effective November 1, 2008. Mr. Hanlon will serve as the Company’s principal accounting officer. Following this election, Mr. Hanlon will report to Mr. Style.

Mr. Style, age 35, became the Company’s Vice President of Financial Planning and Analysis in August 2006. In June 2007, he assumed responsibility for the Company’s investor relations activities and has most recently served as the Company’s Vice President of Finance and Investor Relations. Since joining the Company in 2003, Mr. Style has served in various positions, including Director of Budgeting & Forecasting and Assistant Controller. Prior to joining the Company, Mr. Style worked at Sirius Satellite Radio, Inc., a leading satellite radio entertainment provider, where he served in the planning and controllership functions for more than five years. Mr. Style began his career with Arthur Andersen LLP in September 1995, and is a certified public accountant.

Mr. Hanlon, age 31, served as the Assistant Controller of the Company since February 2006. Mr. Hanlon joined the Company in April 2004 as the Manager of Financial Reporting. From April 2002 until March 2004, Mr. Hanlon served as a Senior Financial Analyst within the controller’s group at Sirius Satellite Radio, Inc. Mr. Hanlon began his career with Arthur Andersen LLP in September 1999, and is a certified public accountant.

Item 7.01 Regulation FD Disclosure.

A copy of the earnings release announcing the Company’s financial results for the third quarter and nine months ended September 30, 2008, as identified under Item 2.02, is being furnished as Exhibit 99.1 to this Report and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 30, 2008.

SIGNATURE

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

	ASBURY AUTOMOTIVE GROUP, INC.
Date: October 30, 2008	By:	/s/ Charles R. Oglesby
	Name:	Charles R. Oglesby
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 30, 2008.

EX-99.1

Exhibit 99.1

	Investors May Contact:
	Keith R. Style
	V.P.-Finance
	(212) 885-2530
	investor@asburyauto.com

Reporters May Contact:

Stephanie Lowenthal

RF|Binder Partners

(212) 994-7619

Stephanie.Lowenthal@RFBinder.com

Asbury Automotive Group Reports Third Quarter Financial Results

New York, NY, October 30, 2008 – Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., today reported financial results for the third quarter and nine months ended September 30, 2008.

Income from continuing operations for the third quarter was $7.1 million, or $0.22 per diluted share, compared to $19.3 million, or $0.58 per diluted share, a year ago. The results for the third quarter of 2008 included charges associated with terminating a prior credit facility, as well as charges incurred and a favorable tax adjustment related to the Company’s corporate restructuring. Collectively, these items reduced earnings by $0.03 per diluted share in this year’s third quarter. The quarterly results a year ago included a $0.01 per diluted share increase in the Company’s reserves for legal claims arising prior to 2003. Net income for the third quarter totaled $6.0 million, or $0.19 per diluted share, compared with $19.0 million, or $0.57 per diluted share, a year ago, including the non-core items discussed above.

For the first nine months of 2008, income from continuing operations was $29.9 million, or $0.93 per diluted share, compared with $42.7 million, or $1.27 per diluted share, in the corresponding period last year. Non-core items, as disclosed in the attached tables, reduced earnings by $0.07 per diluted share in the first nine months of 2008, and by $0.42 per diluted share in the nine-month period a year ago. Net income for the first nine months of 2008 totaled $27.4 million, or $0.85 per diluted share, compared with $40.0 million, or $1.19 per diluted share, a year ago, including the non-core items discussed above.

President and CEO Charles R. Oglesby said, “The headwinds facing Asbury and the auto retailing industry intensified during the third quarter, as consumer confidence sagged under the weight of further declines in the housing and equity markets. In addition, due to the unprecedented turmoil in the credit markets, many lenders – both captives and independents – significantly tightened their standards for automotive financing. Not surprisingly, our retail vehicle sales for the quarter were very soft, especially in our key Florida markets, and we were unable to reduce expenses quickly enough to prevent a significant decline in our bottom line.”

Mr. Oglesby continued, “We are making the difficult but necessary decisions to preserve capital, improve liquidity and reduce costs during these exceptionally challenging times. The Board of Directors has elected to suspend the dividend, effective immediately. In addition, we are dramatically reducing our capital expenditures, and will not consider any additional acquisitions until the financial and economic environment has improved significantly.”

Mr. Oglesby added, “We have substantially broadened the scope of our ongoing restructuring and cost-reduction programs. We are making progress with the move of Asbury’s headquarters from New York to Atlanta, and now expect our corporate restructuring program to produce annualized savings of approximately $4.5 million, up from our previous estimate of $3.5 million. We are consolidating our four regional organizations into two, which is expected to save $8 million annually. In total, we expect to incur $7.0 million in restructuring costs over the next six months associated with these programs. Finally, we are expanding our store-level productivity initiatives -- reducing personnel and advertising expenses, improving inventory management, and making selected technology investments to enhance our efficiency. Taken together, these restructuring and store-level programs are targeted to deliver annualized savings of $25 million by March of 2009.”

As announced last month, the Company’s new credit facilities have significantly enhanced its financial flexibility and expanded its borrowing capacity. These facilities, which include a $600 million new vehicle floor plan facility and a $200 million revolver, offer competitive borrowing rates and more favorable covenants compared to the Company’s prior credit facility. Furthermore, over the past week, the Company has secured over $100 million in additional inventory-based financing — $29 million in new floor plan financing and $75 million in used vehicle borrowing facilities.

The Company also announced that it was in compliance with all of its debt covenants as of September 30, 2008.

Mr. Oglesby concluded, “Clearly, there are many uncertainties facing the auto industry in the months ahead and, accordingly, we are not providing guidance for the remainder of 2008. However, we will continue to move aggressively to cut costs, generate cash and use our financial flexibility to manage through the current challenging retail environment.”

In connection with the corporate restructuring, the Company announced the appointment of Keith R. Style as Vice President of Finance, and the appointment of Bryan Hanlon as Controller and Chief Accounting Officer, effective November 1, 2008. In his new role, Mr. Hanlon will report to Mr. Style.

Asbury will host a conference call to discuss its third quarter results this morning at 10:00 a.m. Eastern Time. The call will be simulcast live on the Internet and can be accessed by logging onto http://www.asburyauto.com or http://www.ccbn.com. In addition, a live audio of the call will be accessible to the public by calling (866) 454-4208 (domestic), or (913) 312-0946 (international); passcode - 3769146. Callers should dial in approximately 5 to 10 minutes before the call begins.

About Asbury Automotive Group

Asbury Automotive Group, Inc. (“Asbury”), headquartered in Duluth, Georgia, a suburb of Atlanta, is one of the largest automobile retailers in the U.S. Built through a combination of organic growth and a series of strategic acquisitions, Asbury currently operates 89 retail auto stores, encompassing 122 franchises for the sale and servicing of 36 different brands of American, European and Asian automobiles. Asbury 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.

Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements relating to goals, plans, market conditions and projections regarding the Company’s financial position, results of operations, market position, estimated expenses and future cost savings resulting from the Company’s restructuring program and store-level productivity initiatives, our plans to reduce capital expenditures, future business strategy. These statements are based on management’s current expectations and involve significant 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, market factors, the Company’s relationships with vehicle manufacturers and other suppliers, risks associated with the Company’s indebtedness, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally, governmental regulations, legislation and the Company’s ability to execute its restructuring programs and other operational strategies. There can be no guarantees that the Company’s plans for future operations will be successfully implemented or that they will prove to be commercially successful. These and other risk factors are discussed in the Company’s annual report on Form 10-K and in its other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

[Tables Follow]

Asbury Automotive Group, Inc.

Consolidated Statements of Income

(In millions, except per share data)

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
REVENUES:
New vehicle	$	726.5		$	882.7		$	2,248.3		$	2,578.2
Used vehicle		277.9			370.8			916.6			1,130.7
Parts and service		182.0			174.7			548.1			521.0
Finance and insurance, net		34.2			41.7			111.7			122.8
Total revenues		1,220.6			1,469.9			3,824.7			4,352.7
COST OF SALES:
New vehicle		676.9			819.1			2,097.9			2,394.1
Used vehicle		255.7			341.6			839.4			1,031.9
Parts and service		89.7			83.4			268.5			250.3
Total cost of sales		1,022.3			1,244.1			3,205.8			3,676.3
GROSS PROFIT		198.3			225.8			618.9			676.4
OPERATING EXPENSES:
Selling, general and administrative		162.2			173.5			498.5			515.2
Depreciation and amortization		6.5			5.3			17.7			15.9
Other operating (income) expense, net		(0.1	)		(0.3	)		1.6			2.2
Income from operations		29.7			47.3			101.1			143.1
OTHER INCOME (EXPENSE):
Floor plan interest expense		(7.5	)		(10.4	)		(24.6	)		(32.5	)
Other interest expense		(10.9	)		(9.1	)		(29.4	)		(30.1	)
Interest income		0.1			0.9			1.4			3.9
Loss on extinguishment of long-term debt		(1.7	)		—			(1.7	)		(18.5	)
Total other expense, net		(20.0	)		(18.6	)		(54.3	)		(77.2	)
Income before income taxes		9.7			28.7			46.8			65.9
INCOME TAX EXPENSE		2.6			9.4			16.9			23.2
INCOME FROM CONTINUING OPERATIONS		7.1			19.3			29.9			42.7
DISCONTINUED OPERATIONS, net of tax		(1.1	)		(0.3	)		(2.5	)		(2.7	)
NET INCOME	$	6.0		$	19.0		$	27.4		$	40.0
EARNINGS PER COMMON SHARE:
Basic-
Continuing operations	$	0.22		$	0.59		$	0.94		$	1.30
Discontinued operations		(0.03	)		(0.01	)		(0.08	)		(0.08	)
Net income	$	0.19		$	0.58		$	0.86		$	1.22
Diluted-
Continuing operations	$	0.22		$	0.58		$	0.93		$	1.27
Discontinued operations		(0.03	)		(0.01	)		(0.08	)		(0.08	)
Net income	$	0.19		$	0.57		$	0.85		$	1.19
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		31.7			32.5			31.8			32.8
Diluted		32.1			33.2			32.3			33.7

Asbury Automotive Group, Inc.

Selected Data

(Dollars in millions, except per vehicle data)

(Unaudited)

	As Reported for the Three Months Ended September 30,						Increase
	2008			2007			(Decrease)			% Change
REVENUE:
New light vehicles	$	675.3		$	823.8		$	(148.5	)	(18	)%
New heavy trucks		51.2			58.9			(7.7	)	(13	)%
Total new vehicle		726.5			882.7			(156.2	)	(18	)%
Used retail		213.5			278.0			(64.5	)	(23	)%
Used wholesale		64.4			92.8			(28.4	)	(31	)%
Total used vehicle		277.9			370.8			(92.9	)	(25	)%
Parts and service		182.0			174.7			7.3		4	%
Finance and insurance, net		34.2			41.7			(7.5	)	(18	)%
Total revenue	$	1,220.6		$	1,469.9		$	(249.3	)	(17	)%
GROSS PROFIT:
New light vehicles	$	47.6		$	61.4		$	(13.8	)	(22	)%
New heavy trucks		2.0			2.2			(0.2	)	(9	)%
Total new vehicle		49.6			63.6			(14.0	)	(22	)%
Used retail		23.8			30.5			(6.7	)	(22	)%
Used wholesale		(1.6	)		(1.3	)		(0.3	)	(23	)%
Total used vehicle		22.2			29.2			(7.0	)	(24	)%
Parts and service		92.3			91.3			1.0		1	%
Finance and insurance, net		34.2			41.7			(7.5	)	(18	)%
Total gross profit	$	198.3		$	225.8		$	(27.5	)	(12	)%
VEHICLES SOLD:
New light retail vehicles		21,749			26,017			(4,268	)	(16	)%
New fleet vehicles		920			1,906			(986	)	(52	)%
Total light vehicles		22,669			27,923			(5,254	)	(19	)%
New heavy trucks		798			964			(166	)	(17	)%
Total new vehicle		23,467			28,887			(5,420	)	(19	)%
Used retail units		12,196			15,107			(2,911	)	(19	)%
REVENUE PER VEHICLE SOLD:
New light vehicles	$	29,790		$	29,503		$	287		1	%
New heavy trucks		64,160			61,100			3,060		5	%
Used retail		17,506			18,402			(896	)	(5	)%
GROSS PROFIT PER VEHICLE SOLD:
New light vehicles	$	2,100		$	2,199		$	(99	)	(5	)%
New heavy trucks		2,506			2,282			224		10	%
Used retail		1,951			2,019			(68	)	(3	)%
Finance and insurance, net		959			948			11		1	%
GROSS PROFIT MARGIN:
New light vehicles		7.0	%		7.5	%		(0.5	)%	(7	)%
New heavy trucks		3.9	%		3.7	%		0.2	%	5	%
Used retail		11.1	%		11.0	%		0.1	%	1	%
Parts and service		50.7	%		52.3	%		(1.6	)%	(3	)%
Total		16.2	%		15.4	%		0.8	%	5	%
REVENUE MIX PERCENTAGES:
New light vehicles		55.3	%		56.0	%
New heavy trucks		4.2	%		4.0	%
Used retail		17.5	%		19.0	%
Used wholesale		5.3	%		6.3	%
Parts and service		14.9	%		11.9	%
Finance and insurance, net		2.8	%		2.8	%
Total revenue		100.0	%		100.0	%
GROSS PROFIT MIX PERCENTAGES:
New light vehicles		24.0	%		27.2	%
New heavy trucks		1.0	%		1.0	%
Used retail		12.1	%		13.5	%
Used wholesale		(0.8	)%		(0.6	)%
Parts and service		46.5	%		40.4	%
Finance and insurance, net		17.2	%		18.5	%
Total gross profit		100.0	%		100.0	%
SG&A EXPENSE AS A PERCENTAGE OF GROSS PROFIT		81.8	%		76.8	%		5.0	%	7	%

Asbury Automotive Group, Inc.

Selected Data

(Dollars in millions, except per vehicle data)

(Unaudited)

	Same Store for the Three Months Ended September 30,						Increase (Decrease)			% Change
	2008			2007
REVENUE:
New light vehicles	$	639.3		$	823.8		$	(184.5	)	(22	)%
New heavy trucks		51.2			58.9			(7.7	)	(13	)%
Total new vehicle		690.5			882.7			(192.2	)	(22	)%
Used retail		204.6			278.0			(73.4	)	(26	)%
Used wholesale		60.4			92.8			(32.4	)	(35	)%
Total used vehicle		265.0			370.8			(105.8	)	(29	)%
Parts and service		174.3			174.7			(0.4	)	—	%
Finance and insurance, net		33.1			41.7			(8.6	)	(21	)%
Total revenue	$	1,162.9		$	1,469.9		$	(307.0	)	(21	)%
GROSS PROFIT:
New light vehicles	$	44.4		$	61.4		$	(17.0	)	(28	)%
New heavy trucks		2.0			2.2			(0.2	)	(9	)%
Total new vehicle		46.4			63.6			(17.2	)	(27	)%
Used retail		23.0			30.5			(7.5	)	(25	)%
Used wholesale		(1.5	)		(1.3	)		(0.2	)	15	%
Total used vehicle		21.5			29.2			(7.7	)	(26	)%
Parts and service		88.4			91.3			(2.9	)	(3	)%
Finance and insurance, net		33.1			41.7			(8.6	)	(21	)%
Total gross profit	$	189.4		$	225.8		$	(36.4	)	(16	)%
VEHICLES SOLD:
New light retail vehicles		20,516			26,017			(5,501	)	(21	)%
New fleet vehicles		904			1,906			(1,002	)	(53	)%
Total light vehicles		21,420			27,923			(6,503	)	(23	)%
New heavy trucks		798			964			(166	)	(17	)%
Total new vehicle		22,218			28,887			(6,669	)	(23	)%
Used retail units		11,736			15,107			(3,371	)	(22	)%
REVENUE PER VEHICLE SOLD:
New light vehicles	$	29,846		$	29,503		$	343		1	%
New heavy trucks		64,160			61,100			3,060		5	%
Used retail		17,434			18,402			(968	)	(5	)%
GROSS PROFIT PER VEHICLE SOLD:
New light vehicles	$	2,073		$	2,199		$	(126	)	(6	)%
New heavy trucks		2,506			2,282			224		10	%
Used retail		1,960			2,019			(59	)	(3	)%
Finance and insurance, net		975			948			27		3	%
GROSS PROFIT MARGIN:
New light vehicles		6.9	%		7.5	%		(0.6	)%	(8	)%
New heavy trucks		3.9	%		3.7	%		0.2	%	5	%
Used retail		11.2	%		11.0	%		0.2	%	2	%
Parts and service		50.7	%		52.3	%		(1.6	)%	(3	)%
Total		16.3	%		15.4	%		0.9	%	6	%
REVENUE MIX PERCENTAGES:
New light vehicles		55.0	%		56.0	%
New heavy trucks		4.4	%		4.0	%
Used retail		17.6	%		19.0	%
Used wholesale		5.2	%		6.3	%
Parts and service		15.0	%		11.9	%
Finance and insurance, net		2.8	%		2.8	%
Total revenue		100.0	%		100.0	%
GROSS PROFIT MIX PERCENTAGES:
New light vehicles		23.4	%		27.2	%
New heavy trucks		1.1	%		1.0	%
Used retail		12.1	%		13.5	%
Used wholesale		(0.8	)%		(0.6	)%
Parts and service		46.7	%		40.4	%
Finance and insurance, net		17.5	%		18.5	%
Total gross profit		100.0	%		100.0	%
SG&A EXPENSE AS A PERCENTAGE OF GROSS PROFIT		82.0	%		76.8	%		5.2	%	7	%

Asbury Automotive Group, Inc.

Selected Data

(Dollars in millions, except per vehicle data)

(Unaudited)

	As Reported for the Nine Months Ended September 30,						Increase (Decrease)			% Change
	2008			2007
REVENUE:
New light vehicles	$	2,112.9		$	2,403.6		$	(290.7	)	(12	)%
New heavy trucks		135.4			174.6			(39.2	)	(22	)%
Total new vehicle		2,248.3			2,578.2			(329.9	)	(13	)%
Used retail		709.0			864.2			(155.2	)	(18	)%
Used wholesale		207.6			266.5			(58.9	)	(22	)%
Total used vehicle		916.6			1,130.7			(214.1	)	(19	)%
Parts and service		548.1			521.0			27.1		5	%
Finance and insurance, net		111.7			122.8			(11.1	)	(9	)%
Total revenue	$	3,824.7		$	4,352.7		$	(528.0	)	(12	)%
GROSS PROFIT:
New light vehicles	$	144.7		$	176.1		$	(31.4	)	(18	)%
New heavy trucks		5.7			8.0			(2.3	)	(29	)%
Total new vehicle		150.4			184.1			(33.7	)	(18	)%
Used retail		79.9			99.8			(19.9	)	(20	)%
Used wholesale		(2.7	)		(1.0	)		(1.7	)	170	%
Total used vehicle		77.2			98.8			(21.6	)	(22	)%
Parts and service		279.6			270.7			8.9		3	%
Finance and insurance, net		111.7			122.8			(11.1	)	(9	)%
Total gross profit	$	618.9		$	676.4		$	(57.5	)	(9	)%
VEHICLES SOLD:
New light retail vehicles		67,996			74,895			(6,899	)	(9	)%
New fleet vehicles		3,513			6,318			(2,805	)	(44	)%
Total light vehicles		71,509			81,213			(9,704	)	(12	)%
New heavy trucks		2,103			2,956			(853	)	(29	)%
Total new vehicle		73,612			84,169			(10,557	)	(13	)%
Used retail units		39,812			47,423			(7,611	)	(16	)%
REVENUE PER VEHICLE SOLD:
New light vehicles	$	29,547		$	29,596		$	(49	)	—	%
New heavy trucks		64,384			59,066			5,318		9	%
Used retail		17,809			18,223			(414	)	(2	)%
GROSS PROFIT PER VEHICLE SOLD:
New light vehicles	$	2,024		$	2,168		$	(144	)	(7	)%
New heavy trucks		2,710			2,706			4		—	%
Used retail		2,007			2,104			(97	)	(5	)%
Finance and insurance, net		985			933			52		6	%
GROSS PROFIT MARGIN:
New light vehicles		6.8	%		7.3	%		(0.5	)%	(7	)%
New heavy trucks		4.2	%		4.6	%		(0.4	)%	(9	)%
Used retail		11.3	%		11.5	%		(0.2	)%	(2	)%
Parts and service		51.0	%		52.0	%		(1.0	)%	(2	)%
Total		16.2	%		15.5	%		0.7	%	5	%
REVENUE MIX PERCENTAGES:
New light vehicles		55.2	%		55.2	%
New heavy trucks		3.5	%		4.0	%
Used retail		18.7	%		19.9	%
Used wholesale		5.4	%		6.1	%
Parts and service		14.3	%		12.0	%
Finance and insurance, net		2.9	%		2.8	%
Total revenue		100.0	%		100.0	%
GROSS PROFIT MIX PERCENTAGES:
New light vehicles		23.4	%		26.0	%
New heavy trucks		0.9	%		1.2	%
Used retail		12.9	%		14.7	%
Used wholesale		(0.4	)%		(0.1	)%
Parts and service		45.2	%		40.0	%
Finance and insurance, net		18.0	%		18.2	%
Total gross profit		100.0	%		100.0	%
SG&A EXPENSE AS A PERCENTAGE OF GROSS PROFIT		80.5	%		76.2	%		4.3	%	6	%

Asbury Automotive Group, Inc.

Selected Data

(Dollars in millions, except per vehicle data)

(Unaudited)

	Same Store for the Nine Months Ended September 30,						Increase
	2008			2007			(Decrease)			% Change
REVENUE:
New light vehicles	$	1,990.1		$	2,403.6		$	(413.5	)	(17	)%
New heavy trucks		135.4			174.6			(39.2	)	(22	)%
Total new vehicle		2,125.5			2,578.2			(452.7	)	(18	)%
Used retail		679.3			864.2			(184.9	)	(21	)%
Used wholesale		195.5			266.5			(71.0	)	(27	)%
Total used vehicle		874.8			1,130.7			(255.9	)	(23	)%
Parts and service		523.4			521.0			2.4		—	%
Finance and insurance, net		107.9			122.8			(14.9	)	(12	)%
Total revenue	$	3,631.6		$	4,352.7		$	(721.1	)	(17	)%
GROSS PROFIT:
New light vehicles	$	134.8		$	176.1		$	(41.3	)	(23	)%
New heavy trucks		5.7			8.0			(2.3	)	(29	)%
Total new vehicle		140.5			184.1			(43.6	)	(24	)%
Used retail		76.9			99.8			(22.9	)	(23	)%
Used wholesale		(2.6	)		(1.0	)		(1.6	)	160	%
Total used vehicle		74.3			98.8			(24.5	)	(25	)%
Parts and service		266.8			270.7			(3.9	)	(1	)%
Finance and insurance, net		107.9			122.8			(14.9	)	(12	)%
Total gross profit	$	589.5		$	676.4		$	(86.9	)	(13	)%
VEHICLES SOLD:
New light retail vehicles		63,993			74,895			(10,902	)	(15	)%
New fleet vehicles		3,414			6,318			(2,904	)	(46	)%
Total light vehicles		67,407			81,213			(13,806	)	(17	)%
New heavy trucks		2,103			2,956			(853	)	(29	)%
Total new vehicle		69,510			84,169			(14,659	)	(17	)%
Used retail units		38,254			47,423			(9,169	)	(19	)%
REVENUE PER VEHICLE SOLD:
New light vehicles	$	29,524		$	29,596		$	(72	)	—	%
New heavy trucks		64,384			59,066			5,318		9	%
Used retail		17,758			18,223			(465	)	(3	)%
GROSS PROFIT PER VEHICLE SOLD:
New light vehicles	$	2,000		$	2,168		$	(168	)	(8	)%
New heavy trucks		2,710			2,706			4		—	%
Used retail		2,010			2,104			(94	)	(4	)%
Finance and insurance, net		1,001			933			68		7	%
GROSS PROFIT MARGIN:
New light vehicles		6.8	%		7.3	%		(0.5	)%	(7	)%
New heavy trucks		4.2	%		4.6	%		(0.4	)%	(9	)%
Used retail		11.3	%		11.5	%		(0.2	)%	(2	)%
Parts and service		51.0	%		52.0	%		(1.0	)%	(2	)%
Total		16.2	%		15.5	%		0.7	%	5	%
REVENUE MIX PERCENTAGES:
New light vehicles		54.8	%		55.2	%
New heavy trucks		3.7	%		4.0	%
Used retail		18.7	%		19.9	%
Used wholesale		5.4	%		6.1	%
Parts and service		14.4	%		12.0	%
Finance and insurance, net		3.0	%		2.8	%
Total revenue		100.0	%		100.0	%
GROSS PROFIT MIX PERCENTAGES:
New light vehicles		22.9	%		26.0	%
New heavy trucks		1.0	%		1.2	%
Used retail		12.9	%		14.7	%
Used wholesale		(0.4	)%		(0.1	)%
Parts and service		45.3	%		40.0	%
Finance and insurance, net		18.3	%		18.2	%
Total gross profit		100.0	%		100.0	%
SG&A EXPENSE AS A PERCENTAGE OF GROSS PROFIT		80.9	%		76.2	%		4.7	%	6	%

Asbury Automotive Group, Inc.

Selected Data

(Dollars in millions)

(Unaudited)

	September 30, 2008			December 31, 2007			Increase (Decrease)			% Change
BALANCE SHEET DATA
Cash and cash equivalents	$	21.4		$	53.4		$	(32.0	)	(59.9	)%
New vehicle inventory		564.1			622.6			(58.5	)	(9.4	)%
Used vehicle inventory		84.7			101.1			(16.4	)	(16.2	)%
Parts inventory		48.0			46.2			1.8		3.9	%
Total current assets		979.4			1,192.4			(213.0	)	(17.9	)%
Floor plan notes payable		563.2			673.9			(110.7	)	(16.4	)%
Revolving credit facility		40.0			—			40.0		NM
Total current liabilities		775.3			871.7			(96.4	)	(11.1	)%
CAPITALIZATION
Long-term debt (including current portion)	$	657.4		$	475.6		$	181.8		38.2	%
Shareholders’ equity		590.9			584.2			6.7		1.1	%
Total	$	1,248.3		$	1,059.8			188.5		17.8	%
	For the Nine Months Ended September 30,
	2008			2007
BRAND MIX – NEW LIGHT VEHICLE UNITS
Luxury:
BMW		5	%		4	%
Mercedes-Benz		4	%		4	%
Lexus		4	%		4	%
Acura		4	%		4	%
Infinity		3	%		3	%
Other Luxury		3	%		3	%
Total Luxury		23	%		22	%
Mid-Line Imports:
Honda		31	%		29	%
Toyota		11	%		10	%
Nissan		15	%		16	%
Other imports		3	%		1	%
Total Imports		60	%		56	%
Mid-Line Domestic:
Ford		7	%		8	%
Chevrolet		5	%		8	%
Other domestic		4	%		3	%
Total Domestic		16	%		19	%
Value		1	%		2	%
Total Light Vehicles		100	%		100	%
	September 30, 2008			December 31, 2007			September 30, 2007
DSI - NEW LIGHT VEHICLE(1)(2)		82			69			65
DSI - USED LIGHT VEHICLE(1)		44			45			50

(1) Calculated using trailing 30 day cost of sales

(2) Includes fleet

Asbury Automotive Group, Inc.

Supplemental Disclosures Regarding Non-GAAP Financial Information

(Dollars in millions, except per share data)

(Unaudited)

Our income from continuing operations during 2008 and 2007 included certain non-core items including (i) income related to the reversal of certain deferred tax valuation allowances, (ii) restructuring costs associated with the relocation of our corporate offices and the reorganization of our retail network, (iii) a loss on extinguishment of long-term debt, (iv) costs associated with the implementation of a new dealer management system, (v) executive separation benefits expense associated with our former CEO and CFO, (vi) expenses associated with secondary offerings for which we received no proceeds and (vii) legal settlements expense associated with cases pending prior to 2003.

	As Reported for the Three Months Ended September 30,
	2008			2007
Non-core items – (income) expense
Reversal of deferred tax valuation allowances	$	(1.1	)	$	—
Restructuring costs, net of tax		0.9			—
Loss on extinguishment of long-term debt, net of tax		1.0			—
Dealer management system implementation costs, net of tax		0.1			—
Legal settlements expense, net of tax		—			0.2
Total	$	0.9		$	0.2
Non-core items per dilutive share	$	0.03		$	0.01
Weighted average common shares outstanding (diluted)		32.1			33.2

	As Reported for the Nine Months Ended September 30,
	2008			2007
Non-core items – (income) expense
Reversal of deferred tax valuation allowances	$	(1.1	)	$	—
Executive separation benefits expense, net of tax		1.0			1.9
Restructuring costs, net of tax		1.0			—
Loss on extinguishment of long-term debt, net of tax		1.0			11.6
Dealer management system implementation costs, net of tax		0.5			—
Secondary offering expenses*		—			0 3
Legal settlements expense, net of tax		—			0.4
Total	$	2.4		$	14.2
Non-core items per dilutive share	$	0.07		$	0.42
Weighted average common shares outstanding (diluted)		32.3			33.7

* Secondary offering expenses are not deductible for tax purposes; therefore, no tax benefit has been reflected.

Asbury Automotive Group, Inc.

Summary of Debt Covenants

As of and for the Period Ended September 30, 2008

(Dollars in millions, except per vehicle data)

(Unaudited)

		Wachovia Mortgages		BofA Credit Facility
Senior Leverage Ratio must be < 3.00
SECURED DEBT (numerator)
+	Mortgage notes payable (including mortgages associated with assets held for sale)			$	183.7
+	Borrowings under Revolving Credit Facility				40.0
+	Direct reimbursement obligations under letters of credit				7.3
+	Capital lease obligations				2.8
+	Interest rate SWAP obligations				1.3
+	Other indebtedness				1.1
=	TOTAL SECURED DEBT (ex floorplan)			$	236.2
EBITDA (denominator)
+	Income from continuing operations - trailing 12 months (“T12”)			$	41.4
+	Add back Total interest expense (ex floorplan interest) - T12				38.6
+	Add back Income tax expense - T12				24.2
+	Add back Depreciation & amortization - T12				23.3
+	Add back Other non-cash charges - T12				4.8
=	CONSOLIDATED EBITDA				132.3
+	Add back Pro forma acquisitions EBITDA (as defined)				0.8
+	Add back Pro forma rent savings (as defined)				10.7
=	CONSOLIDATED PROFORMA EBITDA			$	143.8
SENIOR LEVERAGE RATIO					1.64
Total Leverage Ratio must be < 5.00
TOTAL DEBT (numerator)
+	8.0% Sr. Subordinated Notes (face value outstanding)	$	179.4	$	179.4
+	7.625% Sr. Subordinated Notes		150.0		150.0
+	3.0% Convertible Notes		115.0		115.0
+	Mortgage notes payable (including mortgages associated with assets held for sale)		183.7		183.7
+	Borrowings under Revolving Credit Facility		40.0		40.0
+	Direct reimbursement obligations under letters of credit		7.3		7.3
+	Capital lease obligations		2.8		2.8
+	Interest rate SWAP obligations		1.3		1.3
+	Other indebtedness (as defined)		3.2		1.1
=	TOTAL DEBT (ex Floorplan)	$	682.7	$	680.6
EBITDA (denominator)
+	Income from continuing operations - trailing 12 months (“T12”)	$	41.4	$	41.4
+	Add back Total interest expense (ex floorplan) - T12		38.6		38.6
+	Add back Income tax expense - T12		24.2		24.2
+	Add back Depreciation & amortization - T12		23.3		23.3
+	Add back Other non-cash charges - T12		13.0		4.8
+	Add back Non-recurring items - T12		2.9		—
=	CONSOLIDATED EBITDA		143.4		132.3
+	Add back Pro forma acquisitions EBITDA (as defined)		0.8		0.8
+	Add back Pro forma rent savings (as defined)		—		10.7
=	CONSOLIDATED PROFORMA EBITDA	$	144.2	$	143.8
TOTAL LEVERAGE RATIO			4.73		4.73

Fixed Charge Coverage Ratio must be > 1.2
EBITDAR (numerator)
+	Pre-tax Income from continuing operations - trailing 12 months (“T12”)	$	41.4		$	41.4
+	Add back Total interest expense (ex floorplan) - T12		38.6			38.6
+	Add back Income tax expense - T12		24.2			24.2
+	Add back Depreciation & amortization - T12		23.3			23.3
+	Add back Other non-cash charges - T12 (as defined)		13.0			4.8
+	Add back Non-recurring items - T12 (as defined)		2.9			—
=	CONSOLIDATED EBITDA		143.4			132.3
+	PLUS Required principal payments - T12		54.7			54.7
-	LESS Capital expenditures (as defined)		(17.8	)		(13.4	)
=	TOTAL EARNINGS AVAILABLE FOR FIXED CHARGES	$	180.3		$	173.6
FIXED CHARGES (denominator)
+	Total interest expense (ex Floorplan Interest) - T12	$	38.6		$	38.6
+	PLUS Required principal payments - T12		3.5			3.5
+	PLUS Rental expense - T12		54.7			54.7
-	LESS Pro forma rent savings (as defined)		—			(10.7	)
+	PLUS Cash paid for taxes - T12		10.2			10.2
=	TOTAL FIXED CHARGES	$	107.0		$	96.3
FIXED CHARGE COVERAGE RATIO			1.69			1.80
Current Ratio must be > 1.2
Total current assets (numerator)
+	Total current assets	$	979.4		$	979.4
+	PLUS Available unused commitments under Revolving Credit Facility		121.3			121.3
=	TOTAL CURRENT ASSETS	$	1,100.7		$	1,100.7
Total current liabilities (denominator)
+	Total current liabilities		775.3			775.3
-	LESS Debt balloon payments due within 6-12 months		—			—
=	TOTAL CURRENT LIABILITIES	$	775.3		$	775.3
CURRENT RATIO			1.42			1.42
Adjusted Net Worth must be > $350 million
	Stockholders’ equity	$	590.9
-	LESS 50% of net income subsequent to March 31, 2008		(8.4	)
-	LESS Proceeds from stock option exercises subsequent to March 31, 2008		(0.1	)
=	ADJUSTED NET WORTH	$	582.4