Welcome to the Asbury Group quarterly earnings results conference call. (Operator Instructions) At this time for opening remarks and introductions, I would like to turn the call over to the Vice President of Finance and Investor Relations, Keith Style.

This morning we reported our second quarter 2008 earnings. The press release is posted to our website at www.asburyauto.com. If you would like a copy of the release faxed or emailed to you, please contact Michelle Ramsmooge [ph] at our corporate office. Michelle can be reached at 212-885-2535. Before we start I would like to remind everyone that the call today will include forward-looking statements that are subject to certain risks and uncertainties which are detailed in the company’s 2007 10-K report was well as other filings with the SEC. The purpose of today’s call is to discuss Asbury’s second quarter results. With us today are Charles Oglesby, our President and CEO and Craig Monaghan our CFO. Following their comments we will be happy to take your questions. Now I would like to turn the call over to Charles Oglesby.

This morning Asbury reported income from continuing operations for the second quarter of $11.6 million or $0.36 per share compared to $21.1 million, or $0.63 per share, the second quarter of 2007. The results for both periods include non-operational charges totaling approximately $0.03 per share. A description of these charges is included in the tables attached to our release. As you know, we’ve been dealing with a difficult retail environment for more than a year now and consumers have been impacted by everything from tighter lending standards to record high gasoline prices. With consumer confidence at its lowest level in more than 15 years, much of the buying public has decided to delay the purchase of new vehicles, causing overall US sales to decline rapidly from a $15.3 million soar in the first quarter to just $13.6 million in June. For Asbury, the decline in sales was most prevalent in Florida where the housing crisis has further dampened the local economy. Towards the end of the first quarter and into the beginning of the second quarter, we felt our Florida operations have stabilized; however as the quarter progressed we experienced further deterioration at an unexpected pace. With our Florida region historically contributing about 1/3 of our total revenue, the sharp decline in retail sales combined with de-leveraging of the cost structure significantly impacted our overall profitability. The overall market also presented new challenges as shift in consumer demand from trucks and SUVs to fuel-efficient cars clearly accelerated. This shift in consumer preference will have a significant impact on the automotive industry as manufacturers adjust production schedules to meet consumer demand and redesign their businesses to support less profitable car sales. From an automotive retail perspective, we will face many of the same challenges as the change in customer preference will…

I am proud to be a member of the Asbury team. I have been here for three months and during that time I have been focused on the basics. I’d like to share the results of our work with you, because I think it will give you a better understanding of what you can expect from Asbury and the financial and information systems areas in the months and years ahead. As we announced in June, we acquired the real estate underlying more than 25% of our dealership portfolio, which was previously under lease agreements. This investment was crucial to our organization for several reasons: first it replaced high cost sale lease-back financing with lower cost mortgage debt saving us more than 200 basis points in financing costs; second, it removed the future costs of leased escalators that we’re effacing under the lease agreements; finally it provided us with the flexibility to manage our assets optimally from an operational perspective without having to worry about getting approvals from third parties. As we move forward we will look to take advantage of additional opportunities to own more of our real estate as they arise. As Charles mentioned, we’re going to be more disciplined in the way we allocate capital. This doesn’t mean that we will simply cut projects, but it does mean that we will be working closely with our manufacturing partners to find solutions that satisfy their guidelines while providing returns well in excess of our cost of capital. We are already putting this philosophy into action. In a recent project we found creative ways to reduce our investment in a facility by 20%. In the end we will construct a state of the art facility that meets all of the manufacturer’s requirements and makes financial sense for Asbury. In the…

Today we face some challenging times. Retail volumes are down and margins are under pressure. The current market is forcing deep change in the industry, a change that we welcome. As automotive retailers we must become more efficient, focusing on productivity to drive our profitability. At Asbury we are making the hard decisions to navigate our company through this time and when the market does return we will be well positioned to capitalize on the opportunities presented to us. In closing I would like to thank our regional staff, our store level personnel and their continued diligence in overseeing our day-to-day operations of our stores. I would also like to thank our manufacturing partners for their ongoing support.

(Operator Instructions) Your first question comes from Rod Lache from Deutsche Bank. Dan Galveston [ph] - Deutsche Bank : This is actually Dan Galveston for Rod. I was wondering if you could talk about, there has been a lot of news about a leasing pullback in the industry. Could you talk about how you think that’ll affect you and also it there’s any difference in the profitability of a vehicle sale between leasing and a buy?

The pull back in leasing is going to affect everyone. It’s going to impact the customer because in a lot of cases consumers in the past have been able to upgrade to a vehicle that they would not have purchased before, because the lease payments were less. You get more car for less money. They could turn them in every two, three, four, years, whatever the lease term was, mostly three years and drive a new one. The industry itself is about 20% or so on the leasing side and so some of the manufacturers now are putting retail incentives in place to try to offset leasing. The end result, it is going to make an impact. I think that it will have the opportunity to improve used vehicle sales. Some of those customers that can get CPO cars, as an example, will move to that market. It will have some impact on the luxury side of the business, but I think it’ll just be in the transition. We went through this about 10 years ago, as many people will recall, where the lease, the residual values were not equal to what the market wanted and so there were some major losses at that time. We’re going through that transition again. I think that lease will return at some pointing time. We don’t know about that, but right now it will have some impact to the marketplace. Dan Galveston [ph] - Deutsche Bank : Is there a significant difference in profitability at all?

No, the difference in profitability, leases, because of the way they were structured, it was basically a payment and the residual value and a lease factor that said it; so there was margin built into the lease. Now as you start working a payment again, down payment will be the difference. It can have an impact on margins, but I’m not sure that it will yet. Dan Galveston [ph] - Deutsche Bank : Could you talk about what your assumption for used comps is in your guidance for the rest of the year and also maybe talk a little bit about the weakness in new sales. We noticed a fleet was down 50%, if there was any specific reason for that and possibly how Honda in Florida is compared to Honda nationally.

The guidance that we’ve given here, $1.20 to $1.40 we want to keep at a very high level and not get into the individual components behind it. I would just say broadly as we put those numbers together we’re looking at the performance that we saw in the second quarter and how it slowed down later in the second quarter, basically rolled out Ford in conjunction with the softness that we’ve seen in the foreign market and then as I mentioned, we’ve also got $0.08 of central restructuring and severance costs to baked into this and that’s kind of the level we’d like to stay for now.

In refernce to Honda in the Florida market, Florida is down about 19% in markets we operate in. Last year our Honda dealerships performed at a very high level as we went through the change over in the old Accord and the new Accord. There were some very strong incentive programs in place. We highly penetrated the market last year and so our Honda performance is equal to the manufacturer approximately, it’s a little softer in Florida. So, as we look at our costs versus last year to this year we look a little bit less because of the margins in Honda, but we’re so bullish on Honda, I mean it’s 31% of our business and that is definitely the franchise to have right now. Dan Galveston [ph] - Deutsche Bank : Was there anything in particular with the Fleet sales, like it’s been a thousand units less.

Yes there were a couple of domestic franchises last year that had more of what we call Fleet tail business and that business is not there this year.

Your next question comes from Rick Nelson with Stephens, Inc.

I want to ask about inventory, if you could break that down between the mix of cars and trucks and how long you think it takes to get back into balance.

We are currently right at 50/50 car and truck. Our days supply is high because we are lower for the 100-day supply on truck and we are in the low 60s in cars. Our sales rate has moved from where we were at 45% truck to 36% truck now and so that makes cars at 64% so the balance, we expect it’ll take probably the rest of the year to get everything balanced, but we feel like we’re in a pretty good position right now with having a 50/50 balance.

Craig, you’ve got a lot of experience with shared resource centers at your prior company. Do you see that being brought to Asbury as well?

I think just broadly speaking the shared resources bring tremendous efficiencies but I think we have to step back and take a look at where we are here at Asbury. We don’t have a common GMS; we don’t even have a common chart of accounts. So, we’ve got a lot of things to get done on the technology side and on a standardization front before we can have a serious conversation about a share service center. That said, I think there are tremendous opportunities for us to drive productivity in the future and the things that we’ve seen our competitors do and have great success with certainly will apply to Asbury as we can put those programs in place here as well.

I have a question about sales momentum during the quarter. We understand the business got much tougher as the quarter progressed. I know one of your peers said that July was better than June. Do you have any comments there about July?

The change in the quarter was breathtaking. We felt like April we were in pretty good shape and then we noticed, kind of mid-May, a dramatic shift and I certainly believe that gasoline prices moving above $4.00 a gallon and we saw, just again, a breathtaking move from heavy SUVs, trucks, to small cars and this was such a shift in the business. I mean, we’ve seen this kind of frenzy only a couple of times in the business, but that dramatic shift is unprecedented and has caused our industry to start an evolution, which I think we’re ready for. It is going to squeeze out a lot of the inefficiency’s on the manufacturing side as well as on the retailing side. We have never seen the manufacturers make the decisions that they’ve made to close plants, cut production as fast as they did and try to retool and bring in vehicles that the market is demanding. That kind of breathtaking change, actually this is a very exciting time to be in the business. I know I’m kind of going on here, but with these kinds of shifts and changes this is a very exciting time to be in the business.

How long do you think it takes the OEMs to adjust their production schedules to meet demand for the more fuel-efficient cars?

A lot of the product is in the planning stages and it’s just not here yet. Some of the manufacturers are working to import; you’ve heard Ford talk about bringing in some of their European vehicles. General Motors is looking for the same, everyone is looking for the vehicles that they can import today, because that’s where the market is, but the product is on the horizon. The acceleration of that product, I don’t know how quickly they can do that, but we’re really looking at, I would say, a year before we have sufficient inventory in the marketplace for the demand that the consumer is looking for.

Your next question comes from Rich Kwas with Wachovia Securities.

Charles, in your prepared remarks you kind of implied that new vehicle margins are going to be structurally lower versus history. Am I reading that right?

Yes. We’ve enjoyed pretty strong margins, really, if you look sequentially from the second quarter of last year through this year, we were +7% and last quarter we were down 6% to 6.8% and a lot of that is in the shift. I think that currently there is not only the issue going on with trucks and SUVs and lower margin, although we’re getting all the margins out of the small vehicles, we’re missing the margin on the heavier SUV and the trucks as well as on the luxury side, the S-class the BMW 7, the LS has only been out two years, but there really is nothing new there and this customer is waiting for the new product in my opinion. The new 7 will be out next year. I think we’ll see a pick up on that side, but whenever you take that gross production out of the marketplace it will impact the margins. The market has not adjusted yet to these lower margins. I do believe that we will find a way to get them back up, but we’re not there yet.

So it’s really related to product cadence and improvement and increase in product cadence and as that takes off, you expect new vehicle margins across the board to kind of get back to [indiscernible] level.

I do believe that.

In terms of the quarter I know there we a lot of industry pressures here, but how much did the decentralized nature of the business negatively affect your performance in the quarter?

We have always spoken about the strength of Asbury of having Hallot [ph] in our local markets. We still believe that that, in the automotive retailing environment is an advantage. One of the things that we announced today is a phased restructuring and we’re starting with our corporate personnel and overhead expense by moving to a less expensive area. We’re closer to our marketplaces and in these phased approaches we are constantly reviewing our cost structure and the overall structure of the organization. As we evolve this way and continue to take costs out of our business, one of the pieces that we want to make sure we keep in our DNA is the strength of our local partners in these local markets. They do know what’s going on in those marketplaces, they will be able to react quicker, and they are tied to their local communities. The dramatic shift in Florida, I don’t know that anyone could have moved quicker than we are and will adjust there, because that was just, again, such a dramatic change. I think that we’re moving in a very prudent way to continue to take costs out of our business, to continue to review the structure we have, but keep the strength of our local people as part of our DNA.

Would it be fair to say that, let’s say two to three years out do you think the structure is going to be more centralized or less centralized? How do you view that?

I think that as every business evolves, that getting efficiencies are the key to survival. So as we continue to evolve and become more efficient than we would get to the natural structure for the organization. We are not ready to dismantle what we have and then reassemble it, but how we do that will be in a very positive, proactive way without destroying the organization that we have. We have excellent partners in our markets, we’ve got great general managers, we spend a lot of time with these guys, and they’ve spent a lot of time with us. There is a tremendous Asbury culture. As we get more efficient and review the proper and appropriate structure for us to have, again having the quality of culture and quality of our personnel at all levels of our company will be the important thing. That will be the guiding light for us.

Craig, in terms of the guidance, I know you didn’t want to get into too many specifics, but you are assuming a $14 million run rate in the second half of the year. What kind of cushion is baked into that in case we’re not hitting $14 in the second half?

The guidance we’re giving is based on a $14 million SAR. That is the foundation for what we’ve given you. I think the way we looked at it when we put that forecast together was we held the SAR flat but we tested margin deterioration beyond what we’ve seen today. We tested continued softness on a year-over-year basis in our used vehicle numbers and then like I mentioned we’ve also baked in some costs because as we move down this path to restructure there will be costs that hit us during the second half of the year. To sum it up, I think we’ve given you a very realistic projection or forecast for the second half of the year. I don’t think we’ve been aggressive, nor do I think we’ve been conservative. I think it’s a forecast that says, the mid point of that range is the middle of the fairway.

Finally Charles, when you look at the sub prime business with capital availability being CREM-T [ph] over the last several months, I know that you reduced your sub prime mix as a percentage of used sales. I think it was down in the 25% neighborhood last quarter. How is that trended here?

We are still experiencing pressure from the lenders in that marketplace. That is still such a big market that’s out there and there is still the availability of the product and the lender to serve that market is not in place yet. I don’t know if it will ever get back to as loose as it was about a year, a year and a half ago, but we must find a way to serve that market because it’s there; but it’s probably north of 20% of our business today. We’re focusing on other aspects, the CPO business has continued to grow, and customers see a lot of value there. Anything under $10,000.00 right now is hot, so we’re very proactive in finding that inventory.

Your next question comes from Matt Nemer with Thomas Weisel Partners.

Looking at financing versus leasing, can you give us any color on the difference in terms of F&A profits per vehicle?

Yes there were generally lower profits on leasing, because you don’t have the product spread on leasing a vehicle that you do on the retail side, so we have the opportunity on the financing side; although we are very proactive with compliance and we will not allow our finance managers to utilize interest rate spreads to gain the PBR numbers, so we use products. From a financing standpoint we have the opportunity for more products because the customers can own the vehicle and service contracts particularly are more attractive to the customer when they’re owning a vehicle rather than leasing it.

Just turning to the cost structure, you guys started to cut relatively early. You mentioned some changes that you’re making to the corporate overhead structure, but I’m just wondering if you can give us an update on what you’re thinking in terms of, at the field level on cost cuts, whether it is advertising or general compensation.

All of that is under review. Advertising is certainly something that we cut back starting last year, we’re down 8% this year from a reduced level last year. We will review that even more. There are some of our brands that we still need to support where the market is; we want to be there and let the customer know to come in, so advertising is there. As we are doing this restructuring we are reviewing every aspect of the business. I think that the move we made buying our properties back, again, is a great long-term move for us to continue looking at how we can reduce expenses and use our capital in the right way. Inventories, we must get our inventories down. Right now we’ve got 77, 78 days supply of inventory. If the days supply on the truck side is actually north of 100 days we’re in a good position on the cars with the low 60s; so we know that that carrying cost is impacting us. Personnel, we’ve got to make sure that we are efficient with our personnel, that we don’t have extra people in our dealerships, but that we do have enough people to support the level of productivity for the customer. So, we are reviewing from top to bottom and making sure that we are competitive with our paid plants, we want to be fair with our employees, we want to have the best employees that we can, we want to support them in the right way. So, everything is on the table and it will always be on the table. We must always find ways to take the appropriate cost out of our structure.

Craig, you come from an environment that I think was more focused on share repurchase than dividend and I just wanted to get a sense for how you’re thinking about those two options in terms of getting capital back to shareholders. Also, if you could update us on where you’re at on the restricted payments basket.

Yes I mean it’s true, I did come from a share repurchase environment, but I think Asbury is a dividend paying company and we’ve been paying a dividend for quite some time and it is a very important part of the company’s shareholder return philosophy and I don’t see that return philosophy changing because I arrived. That said, like I mentioned in the script, it is something that we take a look at every quarter and it’s ultimately a board decision. With respect to the basket it’s at about $18 million. It’s actually a little larger than it was, because during the course of the quarter we discovered that in our calculations for the basket we had not taken credit for the fact that when people were exercising options that there were additional funds that flow into the basket. Actually we sit here today in better shape than we have been in the recent past with respect to the basket.

I think you have a couple of credit facilities out with the big three the OEMs or some exposure. I was just wondering if that is still the case and when those are renewable and if there’s any potential that they’re not renewed.

We’ve got a syndicated balling facility and it includes a mix of captives and banks. It’s got 16+ participants in that facility and it’s a facility that we use for both our floor plan borrowings as well as our revolver. We are working to replace that facility. We are very close to finalizing the design of the new facility, but the new facility will be, I will call it, a more traditional approach to financing the business. We are going to look to the captives to finance the great majority of our floor plan and then we will have a separate stand-alone revolver. We are looking to have the captives participate in our revolver, but we are also looking for a large component of that funding source to come from the banks; although it will not be 16 entities that we’ve had in the past. What we’re trying to do is boil that down to just a handful of banks or so that we can have longer-term relationships with. I should say that based on the work that we’ve done to date and our conversation with the banks and particularly the bank that will lead it, we believe we will be able to get a larger revolving credit facility than what we see today and we believe that we will be able to get covenants that are more flexible than what exist on the current bond facility. I would also mention that the mortgage facility that we recently put in place, when we took out the $200 million worth of leases, had covenants on it that in many regards were more flexible than what we see on our current revolver. We feel pretty good about where we’re headed on the financing side.

As you look at your new guidance and the potential implied EBITDA of that guidance, does that put you close to any of your current covenant restrictions?

No, no.

Your last question comes from John Murphy - Merrill Lynch.

Craig, I know you had said at the first inning of your cost structure process review there. I was just wondering, coming from Auto Nation, which has been best in class as far as SG&A as a percent of gross profit for some time and being in the low 70 percent range, I was just wondering if you think there’s anything structurally different between Asbury and your former employer Auto Nation that would prevent you from getting down to the low 70% range on SG&A as a percent of gross profit or that could be an ultimate target that you get to?

Well that’s a great question, but I’m just a baby in this job. Auto Nation has done a phenomenal job on the productivity front across the board. So in addition to, I think that being in their DNA, I think their scale also gives them some advantages. That said and the point was raised earlier, we are very decentralized organization today and because of that structure, the way it exists, we have not taken advantage of some of the scale opportunities that size brings. I would answer it this way maybe, we are big enough that we should be able to take advantage of scale. We should be able to exploit many of the technologies that already exist in the marketplace today and we’ve got plans in place to get there. It’s going to take some time. From my experience a lot of it starts with your DMS. If you don’t have all of your stores on the same basic operating system, it is very difficult to drive significant productivity improvements. So, we’re working on it. As I mentioned earlier, we don’t even have a common DMS, we don’t, in my mind that means we don’t all speak the same language. We don’t even have the same alphabet. So, we will go after those things. I think whether or not we can get all the way to the Auto Nation at the gross number, I think that remains to be seen, but that’s certainly our target. In fact, we want to be better than they are.

On the real estate ownership and you’re 25% of the way there. Is there anything that would prevent you from ramping that up quickly? I would imagine that real estate values are fairly depressed right now, yet you might have a hard time getting financing for a full swap or getting to 100%. Can you just tell us where you’re targeting to down on real estate ownership and if this might be a really opportune time to ram that up quickly?

Well I think philosophically you’re seeing somewhat of a major change in our view on real estate. We like owning real estate. We know that we can go out and finance it at rates that are very attractive. More attractive than what we’re paying in some of our other facilities. I think more important than that though, we like having control of our operating assets. We’ve seen some situations, I’ve seen them in just the short period of time that I’ve been here, where owning a piece of property has been a real advantage for us and we wanted to make some shifts or some changes with those properties. We believe we could get the funding. We think there is plenty of mortgage capacity out there for us to take properties back, but many of these properties are tied down on leases that can be quite lengthy and they’ve really got to be managed on a lease-by-lease basis. I would add that we were thrilled that we were able to get 25% of our properties back in a single transaction. I think that was really somewhat opportunistic that that popped up when it did and I give tremendous credit to the team here. I think we closed that deal in less than 30-days. It’s a $200 million transaction; I don’t think I’ve ever seen a deal of that size close so quickly. When the opportunities come we will jump on them, but they are not always in our control.

Charles, as you work through this excess inventory of trucks through the remainder of the year, how are you going to work through the potential pressure on new vehicle margins here? Are we going to see depressed new vehicle margins sort of on a 1x basis for the second half of this year and potentially see some real improvement next year as you work through that inventory glut?

I think that we will see some improvement as we get through this inventory. The incentives from the manufacturer will help. The delay in introduction or new product will help. Once the bulk of that inventory starts to empty, then the incentive programs actually will help the margins. Right now the pressure comes in a lot of different ways. The customer is trying to trade and they are trading in a vehicle that is less value than they thought. There is not enough incentive money. The lenders are tightening down somewhat, so you’ve got almost a perfect storm. To pull the deal together sometimes is challenging right now. The customer may be willing to give the profit to you, the margin to you, but they can’t because they owe so much on the vehicle and we still want to work to put these deals together without putting our self in jeopardy. There are some unique situations right now that are hammering margins that should correct themselves as we move forward.

I appreciate everyone listening today. In conclusion I would like to say that we know how much work we have to do. This is a very exciting time in our business. There is a tremendous shift happening. A lot of it, I think personally, I’ve been seeing for a long time. There are a lot of inefficiency’s in this business from the manufacturers through the retailers. This kind of pressure on the marketplace forces change, forces efficiencies and forces you to review your capital and your return on this capital and we’re excited. As Craig mentioned that we are behind in some of the platforms to help us gain some of these efficiencies, but we’ve done so well with those disadvantages that that’s the opportunity for us in the future as well. So we are very excited about, we are not excited about the performance we just had, we’ve got great people, great franchises and we’re in a good position for the future. Thank you very much for being a part of today and we look forward to speaking to you again at the third quarter.