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Executives

Ryan Marsh – Treasurer

Charles Oglesby – President and CEO

Craig Monaghan – SVP and CFO

Michael Kearney – SVP and COO

Analysts

Rick Nelson – Stephens Investment

John Murphy – Bank of America / Merrill Lynch

Dan (ph) – Deutsche Bank

Asbury Automotive Group, Inc. (ABG) Q3 2010 Earnings Conference Call October 26, 2010 1:00 PM ET

Operator

Good day and welcome to Q3 Financial Results Conference Call. Today’s conference is being recorded. At this time I would like to turn the conference over to the treasurer, Mr. Ryan Marsh. Please go ahead sir.

Ryan Marsh

Thanks Jill and good morning to everyone. Welcome to Asbury Automotive Group’s Q3 2010 earnings call. Today’s call is being recorded and will be available for replay later today. As you know, the press release detailing Asbury’s Q3 results was issued earlier this morning and is now posted on our website at AsburyYahoo.com.

Participating with us today are Charles Oglesby, our CEO. Craig Monaghan our CFO, and Michael Kearney our COO.

As always, at the conclusion of our remarks, we’ll open the (inaudible) for your questions and I’ll be available in my office afterwards to address any follow up questions that you may have.

Before we begin I must remind you that the discussion during the call today is likely to contain forward looking statements. Forward-looking statements are statements that are those other than which are historical in nature. All forward-looking statements are subject to significant uncertainties and actual results may differ materially from those suggested by the statements.

For information regarding the risks that may cause actual results to differ, please see our filings from the FCC from time to time including our form 10K for the fiscal year ended December 31, 2009. And any subsequently filed quarterly reports on form 10Q. We expressly disclaim any responsibility to update forward-looking statements.

It is now my pleasure to hand the call over to Charles.

Charles Oglesby

Thanks Ryan. And good afternoon everyone and thanks for joining us today.

Today we reported Asbury’s 2010 Q3 income from continuing operations of $.36 versus $.30 from the prior year period; an increase of 20%. As detailed in our earnings release, non-core items reduced the Q3 2010 and 2009 results by $.06 and $.02 per share, respectively. Q3 revenue totaled $1.1 billion, an increase of 9% over the prior year period and we had increases in all of our revenue categories.

Once again, our diversified business model continues to deliver organic growth in what was a relatively flat soar environment, quarter over quarter. I am especially pleased with the strong performance from our used vehicles; with units up 21% and gross profits up 22%. Our focus on increasing used vehicle sales also creates increased parts and service and F&I opportunities. Parts and service revenues were up 2% with gross profits up 6%. F&I revenues were up 21% and light vehicle F&I per vehicle sold was $1020 up 13%.

In our pursuit of operational excellence, we continue to develop common processes, implement best practices, and use technology to enhance productivity and create the best customer experience. This effort is led by our strong portfolio brands; nearly 85% premium luxury and imports which continue to drive our organic growth.

Our continued strong performance allows us to create value for our stakeholders while remaining committed to delivering this value through a balanced approach. As part of our ongoing evaluation of opportunities to improve our balance sheet, this quarter we were successful in completing some open market repurchases of our debt that has further strengthened our financial position. And we believe will allow us to take better advantage of future opportunities.

And now I’ll turn the call over to Craig.

Craig Monaghan

Thanks Charles. We are very happy with our improved performance and particularly the fact that we’re seeing strength in numerous areas. In Q3 revenues increased 9%, gross profit was up 7% and we saw 180 basis point improvement in SG&A as a percentage of gross profit.

As Charles mentioned; our Q3 results from continuing operations of $.36 versus last years $.30 were reduced by non-core items as $.06 and $.02 respectively. The $.06 includes basically two items. The first is real estate related charges of $1.8 million pre-tax or $.03 per diluted share primarily from the termination of our former New York corporate office lease. The second non-core item is a non-cash charge of $1.3 million pre-tax or $.03 per diluted share primarily for the write off of unamortized debt issuance costs associated with our $25 million dollar repurchase of convertible notes in Q3.

We focused on addressing our nearest maturities and after these repurchases we have approximately $29 million of converts outstanding. We continue to evaluate opportunities in the capital markets to further improve our financial position.

Our 2010 four-year capital expenditures target is approximately $25 million to $30 million. Our financial condition remains strong with total available liquidity of approximately $251 million as of September 30. This includes cash and floor plan offset availability of $80 million as well as borrowing availability of $171 million. In October we received an IRS tax refund of $14 million.

I would like to provide a quick update on our ADP/DMS rollout. Our first group of stores went live in September and I am extremely encouraged by the progress our implementation teams have made to date. As far as IT related conversions go, this is by far the smoothest I have seen. We view the DMS conversion as a top company priority and plan on completing the roll out companywide by the end of next summer.

Over the long term we expect continued productivity improvements from these investments as we install a fully integrated, state of the art suite of tools in all of our stores. Our entire organization is very enthusiastic about the progress we’ve achieved and look forward to implementing the new system as soon as possible.

Now I’d like to hand the call over to Michael to provide some operational highlights for the quarter. Michael?

Michael Kearney

Thank you Craig. My following comments with respect to operational highlights will pertain only to our light vehicle retail business on same store basis.

Our general managers continue to remain disciplined and opportunistic while running their stores during this protracted economic recovery. In Q3 we clearly saw the benefits of their efforts in the execution of our pre-owned retail strategy and our F&I training.

Same store new vehicle unit sales were up marginally versus Q3 of last year while new vehicle revenues were up to 7.4% reflecting a mix shift towards luxury vehicles and domestics. New vehicle retail margins have eroded slightly to 6.5% for several reasons. One, we are seeing more of what I would characterize as need buyers as opposed to want buyers. These buyers tend to be much more price and payment sensitive and our industry has trained the consumer all too well to wait for the next big incentive.

As the manufacturers have rationalized their production to sales throughout the last two quarters, we have not seen, for the most part, aggressive incentives. Given current new vehicle inventory levels, the manufacturer’s focus has been on profitability, brand awarement and customer retention.

Our inventory levels continue to remain aligned with consumer demand and preferences. Looking ahead, we are very comfortable with our new vehicle inventory levels of 66 days. As Charles said, our pre-owned segment had a very good quarter. The used market continues to perform well due to relatively high demand, the continued growth of the CPO market and favorable pricing for most makes and models.

We have been more aggressive on valuing trade-ins, getting to auction quicker for the less desirable vehicles and focused in our approach to vehicle aging. Our growth in pre-owned vehicle sales validates the implementation of our 1 to 1 program.

We, again, successfully managed the challenge of volumes versus margin by delivering a 21% increase in unit sales with margins of 10.5% yielding a 14% increase in used vehicle retail gross profit. At September 30 our used inventory day supply was 37 days. F&I continued to rebound in Q3 increasing 21% compared to the prior year. This improvement is due to the 21% increase in used vehicle unit sales as well as a 13% increase in F&I for vehicle retail to $1020. F&I continues to benefit from increased product sales and proved consumer credit, consistent rates from lenders and our focus on training of our F&I personnel and best practices.

As the expansion of selling extended service contracts and pre-paid maintenance by our service advisors has grown, we are benefiting from both the additional F&I revenues and parts and service wok in our fixed operations. These are fantastic results and I am extremely pleased with the progress that our F&I team continues to deliver.

Revenues in our parts and service business increased slightly, growing by .5%. Gross profit increased 6% over the prior year period due to a 1% increase in customer pay, a 10% increase in warranty work and increased volumes from the reconditioning of used vehicles.

I would like to thank all of our associates for their continued efforts and their outstanding attitudes. With that I’ll hand the call back to Charles to conclude our prepared remarks. Charles–

Charles Oglesby

Thanks Michael. Let me make a brief comment on the acquisition front. In early October we closed on the purchase of a Mercedes Benz dealership near St. Charles, Missouri, a suburb of St. Louis. This was a strategic opportunity although a small dealership now, that will add another premium luxury franchise location in the St. Louis area where our Plaza Motors facility already offers nine luxury nameplates.

We expect we will continue to evaluate appropriate opportunities to refine our dealership portfolio through strategic acquisitions from time to time. While the pace of economic recovery remains uncertain, we continue to invest in Asbury’s future in order to make a positive impact on our customers, employees, stakeholders and the communities we serve.

I’d now like to turn the call back to the operator and we’ll be happy to take your questions.

Question-and-Answer Session

Operator

Yes, thank you. (Operator Instructions). And our first question today comes from Rick Nelson with Stephens Investment.

Rick Nelson – Stephens Investment

Thank you. Good afternoon.

Charles Oglesby

Good afternoon Rick.

Rick Nelson – Stephens Investment

I’d like to ask you about October. We’re hearing reports of strengthening in retail, new vehicle sales. I’m wondering if you can comment there.

Charles Oglesby

You know, Rick, we’re finding that it’s up a little bit. You know we’ve positioned our business to respond to the market regardless of where the business- whichever direction the business moves and to take advantage of whatever business is out there. But traffic in October, we’re seeing, is somewhat stronger than it was in September.

Rick Nelson – Stephens Investment

I think J.D. Power is talking about 17% or so increase, do you think that sort of growth rate is reasonable?

Charles Oglesby

That sounds strong. Were they talking retail or fleet?

Rick Nelson – Stephens Investment

I think it’s retail.

Charles Oglesby

Yeah, I would question that right now, Rick. I’d like to get everything in at the end of the month to answer that with a qualified answer but right now I think 17% would be pretty strong.

Rick Nelson – Stephens Investment

Gotcha. Also, I’m curious where the real estate loss shows up in the consolidated statement. Is that in SG&A or is that somewhere else?

Craig Monaghan

Rick, it’s Craig. You’re going to see roughly half of that in SG&A and half of it down the other line.

Rick Nelson – Stephens Investment

So it’d be–

Craig Monaghan

Other income and expense.

Rick Nelson – Stephens Investment

At the expense ratio now pretty close to 77% it looks like how much incremental opportunity do you see there? Is it a function of rises and grosses to narrow that further from these levels?

Craig Monaghan

Now Rick, there’s a little bit more I think we can do but most of the restructuring benefits are now reflected in our cost structure. And you’ll see things like these rent improvements that we just talked about today, they’ll float through there. Ryan can get with you afterwards and give you more specific details on exactly what that change will be. But I think we’re at the point and time now where we’ve got to get some of these infrastructure investments made and implemented and then they will bring the next wave.

So I think in our minds, productivity improvements really come more like step functions than they do smooth curves. And we’re now making the investments in order to get the next step function to play out for us.

Rick Nelson – Stephens Investment

Also, I’m curious about regional performance and areas of strength and weakness and any commentary on Florida in particular would be helpful.

Michael Kearney

Rick, this is Michael. To Florida specifically, Florida had a very nice increase quarter over quarter as well as sequential. I think our strengths were across all of our geographies from the mid-Atlantic all the way through the south and the middle part of the country. So we had, as far as unit sales, high single and double-digit growths in all sections.

Rick Nelson – Stephens Investment

That new vehicle (inaudible) both sequentially and every year there is specific brands contributing to that and, you know, where do you those overall new car margins heading?

Michael Kearney

Rick, this is Michael again. There’s two answers to that. One is we’re seeing a little bit of pressure with Honda margin. We’re also seeing a little bit of pressure with Nissan although Nissan’s business is up significantly, so I guess that plays in even stronger to that. On an ongoing basis, I think near term will continue to see push on margin. I think we’ll see, as I stated in the script, until the buyers become more of a want buyer we’re going to see more price and payment sensitivity perhaps as the used car and the new car market lines start to approach each other, we’ll see a little bit more demand on the new car side. So I think what we’ll see the margins strengthen probably, I would say springtime.

Charles Oglesby

Rick this is Charles. Just one little thing that for me is unique; this is- we’re in a period with very low incentives. Which for a long time we have not had a market like this. We’ve had incentives pushing volume for a long time.

And then we’ve also got high used car values right now as well as a low supply on used cars. So I think there’s some unique issues in the market place right now that in time, as the market strengthens, these unique pieces of the business, make it the business now, will kind of move back to historical norms. All though low incentives, that may be something we’re going to live with for a long, long time. And that’s all right because in a retail industry we always make adjustments to whatever we need to in the market place.

So to Michael’s point, I think that overtime that we will see these conditions straighten up and that we will see some more improvement in the future.

Rick Nelson – Stephens Investment

Great. Thanks a lot and good luck.

Charles Oglesby

Thank you.

Michael Kearney

Thank you Rick.

Operator

And our second question comes from John Murphy with Bank of America, Merrill Lynch.

John Murphy – Bank of America / Merrill Lynch

Good afternoon guys.

Charles Oglesby

Afternoon John.

John Murphy – Bank of America / Merrill Lynch

I just wanted to sort of follow up on the question on new vehicle grosses. You know particularly I think you mentioned Honda and Nissan as seeing a little bit of pressure. What are the mechanics of that pressure on gross margin? I mean is the customer coming in and saying, you know, I need a car but I want $500 off the price you’re offering?

I’m just trying to understand because we’re not seeing it in the incentive activity on the automakers side, I’m just curious, are you having to incent these sales to get them through. I’m just trying to understand the mechanics of how that process is working.

Michael Kearney

John, this is Michael. It’s a good question. I think that part of the mechanics of that is that as you know on the internet everybody knows everybody’s cost or invoice or product on the car. So the consumer is armed with a substantial amount of information prior to ever showing up at the store. I think from the particular case of Honda and Nissan, their production remains fairly stable so that there is a fair amount, not a large, but a fair amount of inventory. Dealers have consistent stocks of inventory. So the local competition is very strong, so when consumers in the market place- it’s very much a buyer’s market today, particularly for those two brands because of the supply that we have.

So it’s not that we have to incent our people that much, it’s just truly the consumer is driving that price. They’re very well informed and again, without large incentives, we’ve all played on the same field now and the consumer’s driving that price down.

John Murphy – Bank of America / Merrill Lynch

And are there any stair step incentives out there in any brands or particularly in Honda and Nissan that would help push volume? (Inaudible) incentives, not consumer incentives.

Michael Kearney

There are always dealer incentives particularly with Honda. There is a particular stair step incentive that is going on with Nissan right now. There are also stair steps involved with some other brands that are out there but not to the extent that we have seen in the past. When I say the extent, John, I’m talking about the dollars that are involved.

John Murphy – Bank of America / Merrill Lynch

Gotcha, okay. Then a question on internal versus external investments. I mean some of your peers have focused more inwardly and are kind of shutting off the tap on acquisitions. You know, it sounds like throughout the industry, acquisitions are a little bit on the expensive side but people are expecting blue sky, and you know maybe it is somewhat irrational. Do you see the pace of acquisition slowing down considerably going forward or not picking up, really? And if there are these internal investments that you can make in capital structure improvements that you might make over time that would yield good earnings growth. I’m just trying to think about how you’re balancing internal and external investments right now.

Charles Oglesby

I think I’ll take part of that question and let Craig answer the other part. On acquisitions, John, I think there are a lot more opportunities out there today. From our perspective, we are being very selective. Our strategy on acquisitions is that we look where we can create density in our markets and get some scale in those markets and leverage the presence of the names that we have a lot of brand equity in.

So our strategy at the early part of the year was organic growth, which we have demonstrated and have done. Work on our balance sheet, which we have demonstrated and have done. And then selective acquisition; we have only done a small acquisition which I mentioned but in the event that the right opportunity were to come up we certainly would take a look at it. We also look at other capital allocation avenues available to us. And I’ll let Craig answer that part of the question.

Craig Monaghan

Yeah, John, we essentially, from a strategic perspective, look at four areas where we can re-deploy capital. We can invest in the business and like Charles said, you see that happening; I think our DMS efforts, we’re working on CRM, we’re working on our websites is a good example of the work that’s being done there.

Charles talked about acquisitions; purchasing debt is another opportunity for us. And I would combine with purchasing debt, we consider buying back leases a form of debt repurchase. Those are the kinds of things that we consider. And even though today we’ve got restrictions on our ability to buy back stock or pay dividends because of our restricted purchase basket, you know, longer term, we think that’ll be an opportunity for us as well potentially. We just stack those four up against one another and try to go where we can get the best returns.

John Murphy – Bank of America / Merrill Lynch

Gotcha. And then just lastly, as you’re implementing the centralized DMS, it sounds like it’s just beginning right now. I was wondering over time as you get this fully implemented next summer if there will be the ability to really hold GM’s or do more centralized management and really hold people accountable for dealership level SG&A targets and profitability targets maybe a little bit more so than you’re doing right now. Or is this just making the system more efficient, so obviously there’s less overhead? I’m just trying to understand whether you’ll get a lot of benefit from measuring performance as opposed to just cutting overhead?

Craig Monaghan

I guess I’d start by saying that if you look at our cost structure on a rent-adjusted basis. And I say rent adjusted because we see rent as a financing decision. I think you’ll find that our (inaudible) structure is pretty competitive today and that’s despite the fact that we are somewhat behind the eight ball with respect to our systems.

Our objective in these DMS conversions, and it’s not just a DMS, it’s part of a much bigger IT infrastructure rebuild that’s ongoing, is really two fold. We want to improve the customer experience and we want to help make our employees more productive. But it is in no way an attempt to centrally manage the store. That’s not where we’re trying to head at all. What we do want to do is give them the best set of tools that are available in the marketplace so that those entrepreneurs can be even more effective than they are today. And Michael may want to add more to that.

Michael Kearney

Yeah, John, just to comment on that. We empower our general manager dealers in the stores and give them the authority to make most, if not all, of the expense decisions in their businesses with still some guidance and help from our side. So to point out what Craig did, we want to give them the best tools. We want to give them the best they have out there in the marketplace and we think that’s the road that we’re going down.

And again it’s a very large strategy; it’s not just DMS, it’s CRM tools, it’s web-based tools, it’s automated marketing tools. We want to give them that suite of tools so that when they’re in their marketplace, they have a competitive edge that the local dealer does not have. And we think we’re well on our way there and I think our numbers are showing that to a large extent.

Michael Kearney

Now John, if I could just add one point. That doesn’t mean we’re not going to try to drive efficiencies where we can find them. And an example that today we’ve got a consolidated payroll operation that is done in a single location. So that is centralized and we think that that’s the situation where we can bring (inaudible).

There are other places where we can do the same. I mean we are now working on consolidating all of our bank (inaudible) for example. And things of that nature we will pursue but it’s this balance between drive scale advantages where you can, but at the same time, balance that with just give great tools to entrepreneurs and let them run.

John Murphy – Bank of America / Merrill Lynch

That’s very helpful. Thank you very much guys.

Charles Oglesby

Okay, we have time for one more question.

Operator

We’ll go lastly to Dan (ph) of Deutsche Bank.

Dan – Deutsche Bank

Good morning or good afternoon. This is Dan in for (inaudible).

Michael Kearney

Hey Dan.

Dan – Deutsche Bank

Hey, how are you. Just had a question on SG&A costs. Going forward, is there anything in terms of a step change in case that we should be looking for and basically getting at. Like where is your advertising expense maybe compared to last year and do you expect and significant increases in that going forward?

Craig Monaghan

Dan, it’s Craig. I don’t think you should expect any step function changes; at least for the foreseeable future. I think these technology investments in time will allow us to generate productivity improvements on a number of fronts. But broadly speaking I think the cost structure that you see today is a cost structure that reflects the marketplace in this $11.5 million (Inaudible). Now if we as a market start selling more cars, I think just natural leverage will help drive down our SG&A on a percentage basis. But beyond that we’ve got to make some of these productivity investments before we can get to that next function, if you will, of productivity.

Michael Kearney

Dan, this is Michael. On the advertising piece, what is one exception is we stayed in that $260 to $285 dollars per retail unit spent in market. About 13.5% of vehicle gross, again as the market warms up, the total dollars will increase but I don’t anticipate a step increase in the number of marketing or the dollars of marketing although we will target different markets with different dollars, as we need to.

Dan – Deutsche Bank

Is that 13% below where you were historically?

Michael Kearney

We run with it right in at 12% to 13%, in the old days it used to be 15%.

Dan – Deutsche Bank

And then, I mean we, basically if I take gross profit year over year and SG&A year over year, you know 55% of the gross profit increase fell into SG&A and I’m just wondering if that’s a rule of thumb we should be looking for as the market recovers or was there anything in there unusual that you could call out?

Michael Kearney

I don’t think there’s anything unusual in the SG&A this quarter. I mean if you want to get a hold of Ryan afterwards, we do give some detail in our K’s and Q’s and we’d be happy to go through that with you. I think that might be a more helpful way for you to help understand how that could change in time.

Dan – Deutsche Bank

Okay, I appreciate that. On parts and service we were very pleased to see continued year over year growth in that segment, but it noticed a warranty increase year over year. What was driving that?

Michael Kearney

Dan this is Michael again. It’s a little bit of everything and a little bit more of something else. We had a fairly large Lexus recall in this quarter which continues to go on as well as continuing with some of the Toyota work that we have been doing for the better part of this year. So I would say that’s the biggest part of that other than some seasonality to it that we didn’t experience last year. Usually this time of you we’ll see a little bit more increase in that work anyway. So I would say that the Lexus recall and the finishing out some of the Toyota recalls is responsible for most of that increase.

Charles Oglesby

However you probably realize that today recalls are normal. That is just part of the business.

Dan – Deutsche Bank

Definitely, definitely. And on the customer pay business, any update there? You saw another increase this quarter.

Michael Kearney

You know Dan, it’s just the extension of what we started late last year which was going to 7 day service, extended hours during the week, some training of course, and as well as what we are seeing the return of customers to the marketplace. Vehicles with more miles on them. Vehicles that are older that require a little more extensive work, more dollars on a per repair order basis. We continue to see that trend as these cars, I mean they won’t run forever. They do wear out, they do have to be maintained and as they get into those higher miles, more years, the maintenance becomes a little more expensive. So we’re just seeing a continuation of that trend.

Dan – Deutsche Bank

Okay, thanks. One more quick one. On the wholesale losses, anything specific there? We hadn’t seen those types of loses in a year or so.

Michael Kearney

Dan, a lot of that has to do with the program that we are continuing to install. Our used retail strategy, it forces a little bit of a reconciliation at the dealership level. The way that we take cars, how we allow them to be aged, when they will get wholesaled, the speed at which they are wholesaled. So as we move through each and every set of our stores with the program, in some cases we will see a step up in wholesale and that will fall off after it becomes a full implement.

Dan – Deutsche Bank

Okay, great. Thank a lot for your answers. I appreciate it.

Craig Monaghan

Thanks Dan and we appreciate everyone joining us today and we look forward to our next earnings call. Thank you.

Operator

Thank you for your participation in today’s conference. As a reminder there will be a replay for this conference beginning later this afternoon through November 2, 2010. You may access the replay by dialing 888-203-1112 or 719-457-0820 and entering the replay path code 1255845 followed by the pound key.

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