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):
                                  July 28, 2005
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                          Asbury Automotive Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
     -----------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


              5511                                 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. The registrant issued a press release on July 28, 2005 announcing its financial results for the second quarter and six months ended June 30, 2005, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. The registrant hereby furnishes the press release identified under Item 2.02 and attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 99.1 Press Release dated July 28, 2005.

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: July 28, 2005 By: /s/Kenneth B. Gilman ------------------------------------- Name: Kenneth B. Gilman Title: President and Chief Executive Officer

EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated July 28, 2005.

                                                                  Stacey Yonkus
                                                   Director, Investor Relations
                                                                 (212) 885-2512
                                                        investor@asburyauto.com

                                                         Reporters May Contact:
                                                                    David Shein
                                                              RFBinder Partners
                                                                 (212) 994-7514
                                                       David.Shein@RFBinder.com



                         Asbury Automotive Group Reports
                        Second Quarter Financial Results

              -- Income from Continuing Operations Increased 9% --

                      -- Same-Store Retail Revenue Rose 9%;
                 Same-Store Retail Gross Profit Increased 7% --


New York, NY, July 28, 2005 - 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 second quarter and six months ended June 30, 2005.

Income from continuing operations for the second quarter increased 9 percent to
$17.5 million, or $0.54 per diluted share, compared with $16.0 million, or $0.49
per diluted share, in last year's second quarter. Net income for the second
quarter was $16.0 million, or $0.49 per diluted share compared to $14.7 million,
or $0.45 per diluted share, for the second quarter of 2004.

For the first six months of 2005, income from continuing operations was $28.0
million, or $0.85 per diluted share, including after-tax costs of $2.2 million,
or $0.07 per diluted share, related to the Company's regional restructuring.
Excluding the restructuring costs, income from continuing operations increased
12 percent to $30.2 million, or $0.92 per diluted share, from $26.9 million, or
$0.82 per diluted share, in the prior year-to-date period. Net income for the
first half of 2005 was $25.6 million, or $0.78 per diluted share, as compared to
$25.1 million, or $0.77 per diluted share, for the first half of 2004.

Additional financial highlights for the second quarter of 2005, as compared to
the corresponding period a year ago, included:

o    Total revenue for the quarter was approximately $1.5 billion, up 12
     percent. Total gross profit was $221.4 million, a 10 percent increase.
o    Same-store retail revenue and gross profit (excluding fleet and wholesale
     revenue) increased 9 and 7 percent, respectively.
o    New vehicle retail revenue rose 10 percent (6 percent same-store), and unit
     sales increased 7 percent (3 percent same-store). New vehicle retail gross
     profit increased 6 percent (3 percent same-store).
o    Used vehicle retail revenue increased 19 percent (16 percent same-store),
     and unit sales rose 10 percent (6 percent same-store). Used vehicle retail
     gross profit increased 12 percent (10 percent same-store).

o Parts, service and collision repair revenue increased 13 percent (11 percent same-store), while the related gross profit rose 10 percent (8 percent same-store). o Net finance and insurance (F&I) revenue rose 11 percent (7 percent same-store). F&I per vehicle retailed (PVR) increased 3 percent to $913, and platform F&I PVR rose 5 percent to $883. o As a percentage of gross profit, selling, general and administrative (SG&A) expenses for the quarter were 77.0 percent, compared to 77.5 percent in the prior year. Excluding rent expense, SG&A expenses were 71.4 percent, down 180 basis points compared to the prior year. Rent expense was higher in 2005 principally due to a sale-leaseback transaction in July 2004 that had the effect of increasing rent while reducing interest and depreciation expense. President and CEO Kenneth B. Gilman commented, "I am pleased with our ability to achieve solid top and bottom-line results this quarter. During a very promotional new car environment, which was highlighted by General Motors' generous "employee discount" program, our business model once again turned in a solid performance. Of particular note is the performance of our used car operations where we achieved substantial gains in both same-store retail revenue and gross profit. We believe these gains can be attributed to earlier programs put in place to develop this area of the business. Despite this success, I still believe additional opportunity exists in used cars, especially in the lower-priced end of the market." Mr. Gilman continued, "Our services businesses once again turned in strong performances and, when combined with our used vehicle business, more than offset continued pressure on new vehicle gross margins. For the quarter, fixed operations and finance and insurance generated 8 and 7 percent gains in same-store gross profit, respectively, well ahead of our ongoing objective of 3 to 5 percent increases. Our parts and service business continues to benefit from our decision two years ago to focus more resources on targeted investments in people, capacity expansion, new equipment and better training for our service advisors." J. Gordon Smith, Senior Vice President and CFO, said, "We remained on track during the quarter with the implementation of our regional reorganization program, and have already achieved most of the expected cost savings. We continue to believe the restructuring will deliver cost reductions in the second half of 2005 and into 2006, with annualized savings of approximately $0.10 per share. In addition, cost containment initiatives that were put in place several quarters ago have begun to yield tangible results, and we believe will continue to produce additional savings in the future." Mr. Smith continued, "Portfolio management has been another important focus during the year. The further streamlining of our dealership portfolio through the divestiture of under-performing stores eliminates some considerable distractions and enhances the Company's overall productivity. Specifically, three stores that we decided to sell in the second quarter of 2005 lost approximately $0.02 per diluted share during the quarter, which is included in discontinued operations. The remaining $0.03 loss from discontinued operations principally relates to stores sold in 2005 but placed in discontinued operations in 2004. On the acquisition front, we've been a bit selective in our approach, unwilling to pay above market prices to induce owners to sell. As a result, we expect the year to come in below the low end of our previously announced acquisition target of adding $300 million in annualized revenues." Commenting on earnings guidance for 2005, the Company noted that it has raised its expected range of estimates for earnings per share from continuing operations to between $1.74 and $1.80. This range does not reflect the net costs resulting from the regional reorganization currently estimated at $0.03 per share, nor the potential adoption of Statement of Financial Accounting Standard 123(R). Asbury will host a conference call to discuss its second 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 800-540-0559; international callers, please dial 785-832-1508. No access code is required. A conference call replay will be available approximately two hours following the call for 14 days and can be accessed by calling 888-203-1112 (domestic), or 719-457-0820 (international); access code 9363044, or by logging onto the Company's website. About Asbury Automotive Group Asbury Automotive Group, Inc., headquartered in New York City, is one of the largest automobile retailers in the U.S., with 2004 revenue of approximately $5.3 billion. Built through a combination of organic growth and a series of strategic acquisitions, the Company currently operates 94 retail auto stores, encompassing 129 franchises for the sale and servicing of 33 different brands of American, European and Asian automobiles. Asbury believes that its product mix contains a higher proportion of the more desirable luxury and mid-line import brands than most public automotive retailers. The Company offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts. 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, projections and guidance regarding the Company's financial position, results of operations, market position, product development, pending and potential future acquisitions and 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 which could cause, among other things, acquisitions under contract or letters of intent to fail, risks associated with the Company's substantial indebtedness, risks related to pending and potential future acquisitions, risks related to competition in the automotive retail and service industries, general economic conditions both nationally and locally and governmental regulations and legislation. 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.

Asbury Automotive Group, Inc. Consolidated Statements of Income (In thousands, except per share data) (Unaudited) For the Three Months Ended For the Six Months Ended June 30, June 30, -------------------------- -------------------------- 2005 2004 2005 2004 ----------- ----------- ----------- ----------- REVENUES: New vehicle ........................... $ 903,767 $ 814,427 $ 1,688,962 $ 1,494,018 Used vehicle .......................... 366,917 316,278 705,023 615,330 Parts, service and collision repair ... 164,529 146,085 322,696 283,933 Finance and insurance, net ............ 41,646 37,453 79,334 68,374 ----------- ----------- ----------- ----------- Total revenues ................... 1,476,859 1,314,243 2,796,015 2,461,655 COST OF SALES: New vehicle ........................... 841,065 755,381 1,571,227 1,383,735 Used vehicle .......................... 335,403 289,033 643,015 561,044 Parts, service and collision repair ... 79,016 68,224 154,701 134,172 ----------- ----------- ----------- ----------- Total cost of sales .............. 1,255,484 1,112,638 2,368,943 2,078,951 ----------- ----------- ----------- ----------- GROSS PROFIT .............................. 221,375 201,605 427,072 382,704 OPERATING EXPENSES: Selling, general and administrative ... 170,551 156,332 338,358 300,694 Depreciation and amortization ......... 5,102 5,084 10,037 9,947 ----------- ----------- ----------- ----------- Income from operations ........... 45,722 40,189 78,677 72,063 OTHER INCOME (EXPENSE): Floor plan interest expense ........... (7,977) (4,883) (14,973) (9,128) Other interest expense ................ (10,131) (10,186) (19,619) (20,506) Interest income ....................... 235 109 491 381 Other income (expense) ................ 186 152 158 (59) ----------- ----------- ----------- ----------- Total other expense, net ......... (17,687) (14,808) (33,943) (29,312) ----------- ----------- ----------- ----------- Income before income taxes ....... 28,035 25,381 44,734 42,751 INCOME TAX EXPENSE ........................ 10,513 9,341 16,775 15,855 ----------- ----------- ----------- ----------- INCOME FROM CONTINUING OPERATIONS ......... 17,522 16,040 27,959 26,896 DISCONTINUED OPERATIONS, net of tax ....... (1,536) (1,292) (2,332) (1,784) ----------- ----------- ----------- ----------- Net income ....................... $ 15,986 $ 14,748 $ 25,627 $ 25,112 =========== =========== =========== =========== BASIC EARNINGS PER COMMON SHARE: Continuing operations ................. $ 0.54 $ 0.49 $ 0.86 $ 0.83 Discontinued operations ............... (0.05) (0.04) (0.07) (0.06) ----------- ----------- ----------- ----------- Net income ............................ $ 0.49 $ 0.45 $ 0.79 $ 0.77 =========== =========== =========== =========== DILUTED EARNINGS PER COMMON SHARE: Continuing operations ................. $ 0.54 $ 0.49 $ 0.85 0.82 Discontinued operations ............... (0.05) (0.04) (0.07) (0.05) ----------- ----------- ----------- ----------- Net income ............................ $ 0.49 $ 0.45 $ 0.78 $ 0.77 =========== =========== =========== =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic ................................. 32,604 32,470 32,596 32,452 =========== =========== =========== =========== Diluted ............................... 32,725 32,656 32,753 32,688 =========== =========== =========== ===========

Asbury Automotive Group, Inc. Selected Data (Dollars in thousands except per share data) (Unaudited) As Reported for the Same Store for the Three Months Ended June 30, Three Months Ended June 30, ----------------------------------------- ----------------------------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- RETAIL VEHICLES SOLD: New units .......................... 29,094 63.8% 27,114 64.3% 27,866 63.5% 27,114 64.3% Used units ......................... 16,520 36.2% 15,072 35.7% 16,005 36.5% 15,072 35.7% ---------- ----- ---------- ----- ---------- ----- ---------- ----- Total units ................... 45,614 100.0% 42,186 100.0% 43,871 100.0% 42,186 100.0% ========== ===== ========== ===== ========== ===== ========== ===== REVENUE: New retail ......................... $ 879,202 59.5% $ 798,482 60.8% $ 848,376 59.3% $ 798,482 60.8% Used retail ........................ 279,451 18.9% 234,321 17.8% 272,140 19.0% 234,321 17.8% Parts, service and collision repair 164,529 11.2% 146,085 11.1% 162,302 11.4% 146,085 11.1% Finance and insurance, net ......... 41,646 2.8% 37,453 2.9% 40,082 2.8% 37,453 2.9% ---------- ---------- ---------- ---------- Total retail revenue .......... 1,364,828 1,216,341 1,322,900 1,216,341 Fleet .............................. 24,565 1.7% 15,945 1.2% 23,346 1.6% 15,945 1.2% Wholesale .......................... 87,466 5.9% 81,957 6.2% 84,552 5.9% 81,957 6.2% ---------- ----- ---------- ----- ---------- ----- ---------- ----- Total revenue ................. $1,476,859 100.0% $1,314,243 100.0% $1,430,798 100.0% $1,314,243 100.0% ========== ===== ========== ===== ========== ===== ========== ===== GROSS PROFIT New retail ......................... $ 61,903 28.0% $ 58,397 29.0% $ 59,975 27.8% $ 58,397 29.0% Used retail ........................ 31,487 14.2% 28,050 13.9% 30,763 14.3% 28,050 13.9% Parts, service and collision repair 85,513 38.6% 77,861 38.6% 84,015 38.9% 77,861 38.6% Finance and insurance, net ......... 41,646 18.8% 37,453 18.6% 40,082 18.6% 37,453 18.6% ---------- ---------- ---------- ---------- Total retail gross profit ..... 220,549 201,761 214,835 201,761 Fleet .............................. 799 0.4% 649 0.3% 808 0.4% 649 0.3% Wholesale .......................... 27 -- (805) (0.4%) 52 -- (805) (0.4%) ---------- ----- ---------- ----- ---------- ----- ---------- ----- Total gross profit ............ $ 221,375 100.0% $ 201,605 100.0% $ 215,695 100.0% $ 201,605 100.0% ========== ===== ========== ===== ========== ===== ========== ===== SG&A expenses excluding rent expense $ 158,007 $ 147,521 $ 153,424 $ 147,060 SG&A (excluding rent expense) as a percent of gross profit .......... 71.4% 73.2% 71.1% 72.9% GROSS PROFIT PER VEHICLE RETAILED: New retail ......................... $ 2,128 $ 2,154 $ 2,152 2,154 Used retail ........................ 1,906 1,861 1,922 1,861 Finance and insurance, net ......... 913 888 914 888 Platform finance and insurance, net 883 843 882 843

Asbury Automotive Group, Inc. Selected Data (Dollars in thousands except per share data) (Unaudited) As Reported for the Same Store for the Six Months Ended June 30, Six Months Ended June 30, ----------------------------------------- ----------------------------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- RETAIL VEHICLES SOLD: New units .......................... 53,997 62.8% 49,692 62.5% 51,264 62.4% 49,692 62.5% Used units ......................... 32,027 37.2% 29,795 37.5% 30,908 37.6% 29,795 37.5% ---------- ----- ---------- ----- ---------- ----- ---------- ----- Total units ................... 86,024 100.0% 79,487 100.0% 82,172 100.0% 79,487 100.0% ========== ===== ========== ===== ========== ===== ========== ===== REVENUE: New retail ......................... $1,639,052 58.6% $1,467,999 59.6% $1,567,930 58.4% $1,467,999 59.6% Used retail ........................ 531,931 19.0% 458,351 18.6% 514,403 19.1% 458,351 18.6% Parts, service and collision repair 322,696 11.6% 283,933 11.5% 313,819 11.7% 283,933 11.5% Finance and insurance, net ......... 79,334 2.8% 68,374 2.8% 76,057 2.8% 68,374 2.8% ---------- ---------- ---------- ---------- Total retail revenue .......... 2,573,013 2,278,657 2,472,209 2,278,657 Fleet .............................. 49,910 1.8% 26,019 1.1% 48,418 1.8% 26,019 1.1% Wholesale .......................... 173,092 6.2% 156,979 6.4% 165,545 6.2% 156,979 6.4% ---------- ----- ---------- ----- ---------- ----- ---------- ----- Total revenue ................. $2,796,015 100.0% $2,461,655 100.0% $2,686,172 100.0% $2,461,655 100.0% ========== ===== ========== ===== ========== ===== ========== ===== GROSS PROFIT New retail ......................... $ 116,335 27.2% $ 109,268 28.5% $ 111,467 27.0% $ 109,268 28.5% Used retail ........................ 60,870 14.3% 55,179 14.4% 59,150 14.4% 55,179 14.4% Parts, service and collision repair 167,995 39.3% 149,761 39.1% 163,134 39.6% 149,761 39.1% Finance and insurance, net ......... 79,334 18.6% 68,374 17.9% 76,057 18.4% 68,374 17.9% ---------- ---------- ---------- ---------- Total retail gross profit ..... 424,534 382,582 409,808 382,582 Fleet .............................. 1,400 0.3% 1,015 0.3% 1,404 0.3% 1,015 0.3% Wholesale .......................... 1,138 0.3% (893) (0.2%) 1,125 0.3% (893) (0.2%) ---------- ----- ---------- ----- ---------- ----- ---------- ----- Total gross profit ............ $ 427,072 100.0% $ 382,704 100.0% $ 412,337 100.0% $ 382,704 100.0% ========== ===== ========== ===== ========== ===== ========== ===== SG&A expenses excluding reorganization costs ............. $ 309,493 $ 283,701 $ 297,134 $ 283,240 SG&A (excluding reorganization costs and rent) as a percent of gross profit ..................... 72.5% 74.1% 72.1% 74.0% GROSS PROFIT PER VEHICLE RETAILED: New retail ......................... 2,154 2,199 2,174 2,199 Used retail ........................ 1,901 1,852 1,914 1,852 Finance and insurance, net ......... 922 860 926 860 Platform finance and insurance, net 892 821 894 821

Asbury Automotive Group, Inc. Selected Data (Dollars in thousands except per share data) (Unaudited) As of As of June 30, 2005 December 31, 2004 ------------- ----------------- BALANCE SHEET HIGHLIGHTS: Cash and cash equivalents .......... $ 11,049 $ 28,093 Inventories ........................ 722,160 761,557 Total current assets ............... 1,116,385 1,143,506 Floor plan notes payable ........... 613,137 650,948 Total current liabilities .......... 829,333 847,510 CAPITALIZATION: Long-term debt (including current portion) ......................... $ 509,344 $ 526,415 Stockholders' equity ............... 504,456 481,733 ---------- ---------- Total ......................... $1,013,800 $1,008,148 ========== ==========

ASBURY AUTOMOTIVE GROUP, INC. SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION (In thousands, except vehicle data) (Unaudited) The Company evaluates finance and insurance gross profit performance on a per-vehicle retailed basis by dividing total finance and insurance gross profit by the number of retail vehicles sold. During 2003, the Company renegotiated a contract with a third party finance and insurance product provider, which resulted in the recognition of income that was not attributable to retail vehicles sold during the year. The Company believes that platform finance and insurance, which excludes the additional revenue derived from contracts negotiated by the corporate office, provides a more accurate measure of the Company's finance and insurance operating performance. The following table reconciles finance and insurance gross profit to platform finance and insurance gross profit, and provides necessary components to calculate platform finance and insurance gross profit per vehicle retailed. As Reported For the Three Same Store For the Three Months Ended June 30, Months Ended June 30, ------------------------- ------------------------ 2005 2004 2005 2004 -------- -------- -------- -------- RECONCILIATION OF FINANCE AND INSURANCE GROSS PROFIT TO PLATFORM FINANCE AND INSURANCE GROSS PROFIT: Finance and insurance, net ............................ $ 41,646 $ 37,453 $ 40,082 $ 37,453 Less: corporate finance and insurance ................ (1,367) (1,906) (1,367) (1,906) -------- -------- -------- -------- Platform finance and insurance, net .............. $ 40,279 $ 35,547 $ 38,715 $ 35,547 ======== ======== ======== ======== RETAIL VEHICLES SOLD: New retail units ..................................... 29,094 27,114 27,866 27,114 Used retail units .................................... 16,520 15,072 16,005 15,072 -------- -------- -------- -------- Total units ..................................... 45,614 42,186 43,871 42,186 ======== ======== ======== ======== As Reported For the Six Same Store For the Six Months Ended June 30, Months Ended June 30, ------------------------- ------------------------ 2005 2004 2005 2004 -------- -------- -------- -------- RECONCILIATION OF FINANCE AND INSURANCE GROSS PROFIT TO PLATFORM FINANCE AND INSURANCE GROSS PROFIT: Finance and insurance, net ............................ $ 79,334 $ 68,374 $ 76,057 $ 68,374 Less: corporate finance and insurance ................ (2,570) (3,149) (2,570) (3,149) -------- -------- -------- -------- Platform finance and insurance, net .............. $ 76,764 $ 65,225 $ 73,487 $ 65,225 ======== ======== ======== ======== RETAIL VEHICLES SOLD: New retail units ..................................... 53,997 49,692 51,264 49,692 Used retail units .................................... 32,027 29,795 30,908 29,795 -------- -------- -------- -------- Total units .................................... 86,024 79,487 82,172 79,487 ======== ======== ======== ========

The Company's operating income was largely impacted by restructuring costs incurred during the first quarter of 2005 and incremental rent expense associated with a sale-leaseback transaction that was entered into in the third quarter of 2004. The Company believes that excluding the restructuring costs and rent expense from the selling, general and administrative expenses provides a more meaningful basis to measure the results of the Company's operations compared to that of the prior year period. A reconciliation of the Company's adjusted selling, general and administrative expenses is presented below. As Reported for the As Reported for the Three Months Ended Three Months Ended June 30, 2005 June 30, 2004 Variance ------------------- -------------------- --------- SG&A expenses ........ $170,551 $156,332 $ 14,219 Less: Rent expense ... (12,544) (8,811) (3,733) -------- -------- -------- Adjusted SG&A expenses $158,007 $147,521 $ 10,486 ======== ======== ======== Same Store Results Same Store Results for the Three Months for the Three Months Ended June 30, 2005 Ended June 30, 2004 Variance -------------------- -------------------- --------- SG&A expenses ........ $165,269 $155,855 $ 9,414 Less: Rent expense ... (11,845) (8,795) (3,050) -------- -------- -------- Adjusted SG&A expenses $153,424 $147,060 $ 6,364 ======== ======== ======== As Reported for the As Reported for the Six Months Ended Six Months Ended June 30, 2005 June 30, 2004 Variance -------------------- -------------------- --------- SG&A expenses ........... $338,358 $300,694 $ 37,664 Less: Restructuring costs (3,566) -- (3,566) Rent expense ...... (25,299) (16,993) (8,306) -------- -------- -------- Adjusted SG&A expenses .. $309,493 $283,701 $ 25,792 ======== ======== ======== Same Store Results Same Store Results for the Six Months for the Six Months Ended June 30, 2005 Ended June 30, 2004 Variance -------------------- -------------------- --------- SG&A expenses ........... $324,171 $300,217 $ 23,954 Less: Restructuring costs (3,566) -- (3,566) Rent expense ...... (23,471) (16,977) (6,494) -------- -------- -------- Adjusted SG&A expenses .. $297,134 $283,240 $ 13,894 ======== ======== ========

The Company defines income from continuing operations as net income less discontinued operations. We believe that excluding certain items from income from continuing operations for the six months ended June 30, 2005 and 2004, provides a more meaningful basis to measure the results of our operations. A reconciliation of our net income to adjusted income from continuing operations is presented below. For the Six Months Ended June 30, ------------------ 2005 2004 ------- ------- RECONCILIATION OF NET INCOME TO ADJUSTED INCOME FROM CONTINUING OPERATIONS: Net income ........................................ 25,627 25,112 Discontinued operations ........................... 2,332 1,784 ------- ------- Income from continuing operations ................. 27,959 26,896 Tax affected reorganization costs (a) ................ 2,229 -- ------- ------- Adjusted income from continuing operations ........... $30,188 $26,896 ======= ======= RECONCILIATION OF NET INCOME PER DILUTED COMMON SHARE TO ADJUSTED INCOME FROM CONTINUING OPERATIONS PER DILUTED COMMON SHARE: Net income ........................................ $ 0.78 $ 0.77 Discontinued operations ........................... 0.07 0.05 ------- ------- Income from continuing operations ................. 0.85 0.82 Tax affected reorganization costs (a) ............. 0.07 -- ------- ------- Adjusted income from continuing operations ........ $ 0.92 $ 0.82 ======= ======= Weighted average common shares outstanding (diluted): 32,753 32,688 ======= ======= (a) During the first six months of 2005, the Company incurred severance costs of $3,566 ($2,229 net of tax) associated with our previously announced reorganization.