Asbury Automotive (ABG) 10-Q 22 Oct 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 21, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	ASBURY AUTOMOTIVE GROUP INC
Entity Central Index Key	1,144,980
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		25,382,105

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
CURRENT ASSETS:
Cash and cash equivalents	$ 3.9	$ 2.9
Contracts-in-transit	132.3	155.6
Accounts receivable (net of allowance of $1.1 and $1.2, respectively)	103.8	107
Inventories	887.6	886
Deferred income taxes	11.7	10.2
Assets Held-for-sale, Not Part of Disposal Group, Current	46.6	6.4
Other current assets	96.1	108.6
Total current assets	1,282	1,276.7
PROPERTY AND EQUIPMENT, net	761.6	741.6
GOODWILL	130.2	104
OTHER LONG-TERM ASSETS	69.6	69.7
Total assets	2,243.4	2,192
CURRENT LIABILITIES:
Floor plan notes payable—trade	108.6	116.5
Floor plan notes payable—non-trade	729.3	650.3
Current maturities of long-term debt	13.8	28.7
Accounts payable and accrued liabilities	264.5	245.6
Liabilities associated with assets held for sale	30.4	0
Total current liabilities	1,146.6	1,041.1
LONG-TERM DEBT	747.9	678.7
DEFERRED INCOME TAXES	4.5	3.9
OTHER LONG-TERM LIABILITIES	$ 29.9	$ 23.4
COMMITMENTS AND CONTINGENCIES (Note 9)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued or outstanding	$ 0	$ 0
Common stock, $.01 par value, 90,000,000 shares authorized; 40,505,112 and 40,327,625 shares issued, including shares held in treasury, respectively	0.4	0.4
Additional paid-in capital	534.9	522.6
Retained earnings	403.2	275.1
Treasury stock, at cost; 15,123,007 and 11,803,711 shares, respectively	(619.4)	(351.7)
Accumulated other comprehensive loss	(4.6)	(1.5)
Total shareholders' equity	314.5	444.9
Total liabilities and shareholders' equity	$ 2,243.4	$ 2,192

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1.1	$ 1.2
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	90,000,000	90,000,000
Common stock, shares issued (in shares)	40,505,112	40,327,625
Treasury stock, shares (in shares)	15,123,007	11,803,711

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
REVENUE:
New vehicle	$ 964	$ 821.3	$ 2,720.7	$ 2,378.8
Used vehicle	493	457	1,474	1,319.2
Parts and service	190.6	168.3	555.5	495.9
Finance and insurance, net	68.8	59	197.6	170.8
TOTAL REVENUE	1,716.4	1,505.6	4,947.8	4,364.7
COST OF SALES:
New vehicle	911.7	772.1	2,568.2	2,232.4
Used vehicle	459.6	425.8	1,371.6	1,220.6
Parts and service	72.4	63.1	207.6	189.1
TOTAL COST OF SALES	1,443.7	1,261	4,147.4	3,642.1
GROSS PROFIT	272.7	244.6	800.4	722.6
OPERATING EXPENSES:
Selling, general and administrative	188.8	171.5	546.4	500.5
Depreciation and amortization	7.5	6.7	22	19.4
Other operating (income) expense, net	(0.2)	0.3	0.1	0.2
INCOME FROM OPERATIONS	76.6	66.1	231.9	202.5
OTHER (INCOME) EXPENSES:
Floor plan interest expense	4.1	3	12	9.3
Other interest expense, net	10.7	9.6	31.5	28.2
Swap interest expense	1	0.5	2	1.5
Gain on divestitures	(21.4)	0	(21.4)	0
Total other (income) expenses, net	(5.6)	13.1	24.1	39
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	82.2	53	207.8	163.5
Income tax expense	31	20.6	79.6	63.4
INCOME FROM CONTINUING OPERATIONS	51.2	32.4	128.2	100.1
Discontinued operations, net of tax	(0.1)	0.1	(0.1)	(0.3)
NET INCOME	$ 51.1	$ 32.5	$ 128.1	$ 99.8
Basic—
Continuing operations (in dollars per share)	$ 1.98	$ 1.09	$ 4.80	$ 3.31
Discontinued operations (in dollars per share)	(0.01)	0	0	(0.01)
Net income (in dollars per share)	1.97	1.09	4.80	3.30
Diluted—
Continuing operations (in dollars per share)	1.96	1.08	4.77	3.29
Discontinued operations (in dollars per share)	0	0	(0.01)	(0.01)
Net income (in dollars per share)	$ 1.96	$ 1.08	$ 4.76	$ 3.28
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic (in shares)	25.9	29.8	26.7	30.2
Restricted stock (in shares)	0.1	0.1	0.1	0.1
Performance share units (in shares)	0.1	0.1	0.1	0.1
Diluted (in shares)	26.1	30	26.9	30.4

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 51.1	$ 32.5	$ 128.1	$ 99.8
Other comprehensive income:
Change in fair value of cash flow swaps	(4)	0.1	(5)	(1.7)
Income tax benefit associated with cash flow swaps	1.5	0	1.9	0.7
Comprehensive income	$ 48.6	$ 32.6	$ 125	$ 98.8

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$ 128.1	$ 99.8
Adjustments to reconcile net income to net cash provided by operating activities—
Depreciation and amortization	22	19.4
Stock-based compensation	7.7	6.7
Deferred income taxes	1	3.1
Loaner vehicle amortization	13	9.9
Excess tax benefit on share-based arrangements	(4.5)	(3.4)
Loss on disposal of fixed assets	0.7	1
Gain on divestitures	(21.4)	0
Other adjustments, net	2.3	1.1
Changes in operating assets and liabilities, net of acquisitions and divestitures—
Contracts-in-transit	23.3	29.1
Accounts receivable	4.4	5.1
Proceeds from the sale of accounts receivable	0	2.5
Inventories	55.2	47.4
Other current assets	(90.8)	(62.7)
Floor plan notes payable—trade	(19)	(3.4)
Accounts payable and accrued liabilities	19.3	2.7
Other long-term assets and liabilities, net	3.7	0.3
Net cash provided by operating activities	145	158.6
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures—excluding real estate	(34.5)	(43.9)
Capital expenditures—real estate	(22.4)	(11.5)
Capital expenditures—capitalized interest	(0.1)	(0.7)
Purchases of previously leased real estate	0	5
Acquisitions	69.4	21.9
Divestitures	56.3	0
Proceeds from the sale of assets	2.3	0
Net cash used in investing activities	(67.8)	(83)
CASH FLOW FROM FINANCING ACTIVITIES:
Floor plan borrowings—non-trade	3,151.2	2,564.6
Floor plan borrowings—non-trade acquisitions	16.7	6.5
Floor plan repayments—non-trade	(3,036.7)	(2,620.1)
Floor plan repayments—non-trade divestitures	(17.2)	0
Proceeds from borrowings	82.9	59.8
Repayments of borrowings	(8.6)	(7.9)
Payment of debt issuance costs	(1.3)	(0.7)
Repurchases of common stock, including those associated with net share settlement of employee share-based awards	(267.7)	(75.5)
Excess tax benefit on share-based arrangements	4.5	3.4
Net cash used in financing activities	(76.2)	(69.9)
Net increase in cash and cash equivalents	1	5.7
CASH AND CASH EQUIVALENTS, beginning of period	2.9	5.4
CASH AND CASH EQUIVALENTS, end of period	$ 3.9	$ 11.1

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS We are one of the largest automotive retailers in the United States, operating 103 franchises ( 84 dealership locations) in 17 metropolitan markets within 9 states as of September 30, 2015 . We offer an extensive range of automotive products and services, including new and used vehicles; vehicle maintenance, replacement parts and collision repair services; and financing, insurance and service contracts. As of September 30, 2015 , we offered 29 domestic and foreign brands of new vehicles. For the nine months ended September 30, 2015 our new vehicle revenue brand mix consisted of 46% mid-line imports, 35% luxury, and 19% mid-line domestic brands. We also operate 25 collision repair centers that serve customers in our local markets. Our retail network is made up of dealerships operating primarily under the following locally-branded dealership groups: • Coggin dealerships operating primarily in Jacksonville, Fort Pierce and Orlando, Florida; • Courtesy dealerships operating in Tampa, Florida; • Crown dealerships operating in North Carolina, South Carolina and Virginia; • Nalley dealerships operating in metropolitan Atlanta, Georgia; • McDavid dealerships operating in Austin, Dallas and Houston, Texas; • North Point dealerships operating in the Little Rock, Arkansas area; • Plaza dealerships operating in metropolitan St. Louis, Missouri; and • Gray-Daniels dealerships operating in the Jackson, Mississippi area. In addition, we own and operate three stand-alone used vehicle stores under the “Q auto” brand name in Florida. Our operating results are generally subject to changes in the economic environment as well as seasonal variations. Historically, we have generated more revenue and operating income in the second, third and fourth quarters than in the first quarter of the calendar year. Generally, the seasonal variations in our operations are caused by factors related to weather conditions, changes in manufacturer incentive programs, model changeovers and consumer buying patterns, among other things.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and reflect the consolidated accounts of Asbury Automotive Group, Inc. and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, those relating to inventory valuation reserves, reserves for chargebacks against revenue recognized from the sale of finance and insurance products, certain assumptions related to intangible and long-lived assets, reserves for insurance programs, reserves for certain legal or similar proceedings relating to our business operations, and realization of deferred tax assets. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements as of September 30, 2015 , and for the three and nine months ended September 30, 2015 and 2014 , have been included. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our condensed consolidated financial statements should be read together with our consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014 . Contracts-In-Transit Contracts-in-transit represent receivables from third-party finance companies for the portion of new and used vehicle purchase price financed by customers through sources arranged by us. Revenue Recognition Revenue from the sale of new and used vehicles (which excludes sales tax) is recognized upon the latest of delivery, passage of title, signing of the sales contract or approval of financing. Revenue from the sale of parts, service and collision repair work (which excludes sales tax) is recognized upon delivery of parts to the customer or at the time vehicle service or repair work is completed, as applicable. Manufacturer incentives and rebates, including manufacturer holdbacks, floor plan interest assistance and certain advertising assistance, are recognized as a reduction of new vehicle cost of sales at the time the related vehicles are sold. We receive commissions from third-party lending and insurance institutions for arranging customer financing and from the sale of vehicle service contracts, credit life insurance and disability insurance, and other insurance, to customers (collectively “F&I”). We may be charged back (“chargebacks”) for F&I commissions in the event a contract is prepaid, defaulted upon or terminated. F&I commissions are recorded at the time a vehicle is sold and a reserve for future chargebacks is established based on historical chargeback experience and the termination provisions of the applicable contract. F&I commissions, net of estimated future chargebacks, are included in Finance and Insurance, net in the accompanying Condensed Consolidated Statements of Income. Earnings per Common Share Basic earnings per common share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per common share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share. Assets Held for Sale and Discontinued Operations Certain amounts reflected in the accompanying Condensed Consolidated Balance Sheets have been classified as Assets Held for Sale and associated liabilities, if any, as Liabilities Associated with Assets Held for Sale, with such classification beginning on the date that the assets and any associated liabilities were first considered held for sale and which we intend to sell within one year. In April 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting standard which raised the threshold for asset disposals, occurring on or after January 1, 2015, to qualify as discontinued operations and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The standard revised the definition of a discontinued operation to cover only asset disposals that are considered to be a strategic shift with a major impact on an entity's operations and finances, such as the disposal of a major geographic area or a significant line of business. We adopted the standard in January 2015 and currently do not have any pending dealership disposals that meet the new criteria to be classified as discontinued operations. Statements of Cash Flows Borrowings and repayments of floor plan notes payable to a lender unaffiliated with the manufacturer from which we purchase a particular new vehicle (“Non-Trade”), and all floor plan notes payable relating to used vehicles (together referred to as “Floor Plan Notes Payable — Non-Trade”), are classified as financing activities on the accompanying Condensed Consolidated Statements of Cash Flows, with borrowings reflected separately from repayments. The net change in floor plan notes payable to a lender affiliated with the manufacturer from which we purchase a particular new vehicle (collectively referred to as “Floor Plan Notes Payable — Trade”) is classified as an operating activity on the accompanying Condensed Consolidated Statements of Cash Flows. Borrowings of floor plan notes payable associated with inventory acquired in connection with all acquisitions are classified as a financing activity. Cash flows related to floor plan notes payable included in operating activities differ from cash flows related to floor plan notes payable included in financing activities only to the extent that the former are payable to a lender affiliated with the manufacturer from which we purchased the related inventory, while the latter are payable to a lender not affiliated with the manufacturer from which we purchased the related inventory. Repayments of Floor Plan Notes Payable — Trade associated with divestitures are classified as an operating activity. Repayments of Floor Plan Notes Payable — Non-Trade associated with divestitures are classified as a financing activity. Loaner vehicles account for a significant portion of Other Current Assets. We acquire loaner vehicles either with available cash or through borrowings from manufacturer affiliated lenders. Loaner vehicles are initially used by our service department for only a short period of time (typically six to twelve months ) before we seek to sell them. Therefore, we classify the acquisition of loaner vehicles and the related borrowings and repayments as operating activities in the accompanying Condensed Consolidated Statements of Cash Flows. The cash outflow to acquire loaner vehicles is presented in Other Current Assets in the accompanying Condensed Consolidated Statements of Cash Flows. Borrowings and repayments of loaner vehicle notes payable are presented in Accounts Payable and Accrued Liabilities in the accompanying Condensed Consolidated Statements of Cash Flows. When loaner vehicles are taken out of loaner status they are transferred to used vehicle inventory at amortized cost, which is reflected as a non-cash transfer in the accompanying Condensed Consolidated Statements of Cash Flows. The cash inflow from the sale of loaner vehicles is reflected in Inventories in the accompanying Condensed Consolidated Statements of Cash Flows. Recent Accounting Pronouncements In May 2014, the FASB issued their new standard on revenue recognition. The new standard will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. The guidance also addresses the measurement and recognition of gains and losses on the sale of certain non-financial assets, such as real estate, property and equipment. In July 2015, the FASB approved deferring the effective date of this standard by one year to December 15, 2017 for annual reporting periods beginning after that date. The new standard will become effective beginning with the first quarter of 2018 and can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. The FASB also approved early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements. In April 2015, the FASB issued an accounting standard that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction of the debt liability rather than as an asset. In August 2015, the FASB clarified that given the absence of specific guidance regarding debt issuance costs associated with line-of-credit arrangements, companies can defer and present debt issuance costs as an asset and subsequently amortize ratably over the term of the line-of-credit, regardless of whether or not there were any outstanding borrowings on the line-of-credit. Application of the standard, which is required to be applied retrospectively, is required for fiscal years beginning on or after December 15, 2015 and for interim periods within that year. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements. In July 2015, the FASB issued an accounting standard to simplify the measurement of inventory by changing the subsequent measurement guidance from the lower of cost or market to the lower of cost or net realizable value. Application of the standard, which is required to be applied prospectively, is required for fiscal years beginning on or after December 15, 2016 and for interim periods within that year. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements. In September 2015, the FASB issued an accounting standard to simplify the accounting for measurement period adjustments related to business combinations. The new guidance would require that measurement period adjustments be made in the current period as opposed to a retrospective adjustment under the current guidance. Application of the standard, which is required to be applied prospectively, is required for fiscal years beginning on or after December 15, 2015 and for interim periods within that year. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements.

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES	9 Months Ended
	Sep. 30, 2015
Business Combinations and Divestitures [Abstract]
ACQUISITIONS	ACQUISITIONS AND DIVESTITURES Results of acquired dealerships are included in our accompanying Condensed Consolidated Statements of Income commencing on the date of acquisition. Our acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. During the nine months ended September 30, 2015 , we acquired the assets of one franchise ( one dealership location) in our existing Jacksonville, Florida market and one franchise ( one dealership location) in our existing Atlanta, Georgia market for a combined purchase price of $69.4 million . We financed these acquisitions with $52.7 million of cash and $16.7 million of floor plan borrowings for the purchase of the related new vehicle inventory. Below is the preliminary allocation of purchase price for the acquisitions completed during the nine months ended September 30, 2015 . We have not finished our final assessments of third party real estate appraisals and our internal valuation of manufacturer franchise rights. The $34.6 million of goodwill and manufacturer franchise rights associated with our acquisitions will be deductible for federal and state income tax purposes ratably over a 15 year period. As of September 30, 2015 (In millions) Inventory $ 19.0 Real estate 15.2 Property and equipment 0.9 Goodwill 28.3 Manufacturer franchise rights 6.3 Liabilities assumed (0.3 ) Total purchase price $ 69.4

INVENTORIES

INVENTORIES	9 Months Ended
	Sep. 30, 2015
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES Inventories consisted of the following: As of September 30, 2015 December 31, 2014 (In millions) New vehicles $ 696.4 $ 699.5 Used vehicles 147.1 141.7 Parts and accessories 44.1 44.8 Total inventories $ 887.6 $ 886.0 The lower of cost or market reserves reduced total inventory cost by $6.5 million and $6.4 million as of September 30, 2015 and December 31, 2014 , respectively. In addition to the inventories shown above, as of September 30, 2015 we had $27.1 million of inventories classified as Assets Held for Sale on the accompanying Condensed Consolidated Balance Sheets, as they were associated with dealerships held for sale. As of September 30, 2015 and December 31, 2014 , certain automobile manufacturer incentives reduced new vehicle inventory cost by $9.1 million and $8.0 million , respectively, and reduced new vehicle cost of sales from continuing operations for the nine months ended September 30, 2015 and September 30, 2014 by $28.6 million and $22.5 million , respectively.

ASSETS AND LIABILITIES HELD FOR

ASSETS AND LIABILITIES HELD FOR SALE	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
ASSETS AND LIABILITIES HELD FOR SALE	ASSETS AND LIABILITIES HELD FOR SALE Assets and liabilities classified as held for sale include (i) assets and liabilities associated with pending dealership disposals and (ii) real estate not currently used in our operations that we are actively marketing to sell and (iii) the related mortgage notes payable, if applicable. During the nine months ended September 30, 2015 , we sold two vacant properties with a combined net book value of $2.2 million . In addition, during the nine months ended September 30, 2015 , we reclassified one vacant property with a net book value of $2.3 million to assets held for sale. As of September 30, 2015 , there were four franchises ( three dealership locations) pending disposition. The assets and liabilities associated with pending dispositions as of September 30, 2015 totaled $40.1 million and $30.4 million , respectively. There were no assets or liabilities associated with pending dispositions as of December 31, 2014 . Real estate not currently used in our operations that we are actively marketing to sell totaled $6.5 million and $6.4 million as of September 30, 2015 and December 31, 2014 , respectively. There were no liabilities associated with our real estate assets held for sale as of September 30, 2015 or December 31, 2014 . A summary of assets held for sale and liabilities associated with assets held for sale is as follows: As of September 30, 2015 December 31, 2014 (In millions) Assets: Inventories $ 27.1 $ — Property and equipment, net 18.1 6.4 Franchise rights 0.4 — Goodwill 1.0 — Total assets 46.6 6.4 Liabilities: Floor plan notes payable 23.9 — Mortgage notes payable 6.5 — Total liabilities 30.4 — Net assets held for sale $ 16.2 $ 6.4

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consists of the following: As of September 30, 2015 December 31, 2014 (In millions) 6.0% Senior Subordinated Notes due 2024 $ 400.0 $ 400.0 Mortgage notes payable bearing interest at fixed and variable rates 196.0 232.3 Real estate credit agreement (a) 64.9 71.5 Master loan agreement (b) 97.3 — Capital lease obligations 3.5 3.6 Long-term debt, including current portion 761.7 707.4 Less: current portion (13.8 ) (28.7 ) Long-term debt $ 747.9 $ 678.7 _____________________________ (a) Real estate credit agreement does not include a $3.8 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015 . (b) Master loan agreement does not include a $2.7 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015 . Master Loan Agreement In June 2015, we made additional borrowings under our amended and restated Master Loan Agreement (the “Master Loan Agreement”) with Wells Fargo, resulting in our having drawn the full $100.0 million (the “Master Loan Facility”) of availability thereunder. In connection with our final draw under the Master Loan Agreement, in June 2015 we entered into a cash flow interest rate swap with Wells Fargo, effectively fixing the interest rate at 4.8% . We paid a total of $1.2 million in debt issuance costs associated with the Master Loan Agreement. 6.0% Senior Subordinated Notes due 2024 Asbury Automotive Group, Inc. is a holding company with no independent assets or operations. For all relevant periods presented, our 6.0% Notes have been fully and unconditionally guaranteed, on a joint and several basis, by substantially all of our subsidiaries. Any subsidiaries which have not guaranteed such notes are “minor” (as defined in Rule 3-10(h) of Regulation S-X). As of September 30, 2015 , there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or our guarantor subsidiaries.

FINANCIAL INSTRUMENTS AND FAIR

FINANCIAL INSTRUMENTS AND FAIR VALUE	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
FINANCIAL INSTRUMENTS AND FAIR VALUE	FINANCIAL INSTRUMENTS AND FAIR VALUE In determining fair value, we use various valuation approaches, including market, income and/or cost approaches. Accounting standards establish a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2-Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and liabilities utilizing Level 2 inputs include cash flow swap instruments, exchange-traded debt securities that are not actively traded or do not have a high trading volume and mortgage notes payable. Level 3-Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions and those used in assessing impairment of manufacturer franchise rights and goodwill. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required to determine fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use inputs that are current as of the measurement date, including during periods of significant market fluctuations. Financial instruments consist primarily of cash and cash equivalents, contracts-in-transit, accounts receivable, cash surrender value of corporate-owned life insurance policies, accounts payable, floor plan notes payable, subordinated long-term debt, mortgage notes payable and interest rate swap agreements. The carrying values of our financial instruments, with the exception of subordinated long-term debt and mortgage notes payable, approximate fair value due to (i) their short-term nature, (ii) recently completed market transactions or (iii) existence of variable interest rates, which approximate market rates. The fair market value of our subordinated long-term debt is based on reported market prices which reflect Level 2 inputs. We estimate the fair value of our mortgage notes payable using a present value technique based on current market interest rates for similar types of financial instruments which reflect Level 2 inputs. A summary of the carrying values and fair values of our 6.0% Notes and our mortgage notes payable is as follows: As of September 30, 2015 December 31, 2014 (In millions) Carrying Value: 6.0% Senior Subordinated Notes due 2024 $ 400.0 $ 400.0 Mortgage notes payable (a) 358.2 303.8 Total carrying value $ 758.2 $ 703.8 Fair Value: 6.0% Senior Subordinated Notes due 2024 $ 413.0 $ 407.0 Mortgage notes payable (a) 368.0 318.0 Total fair value $ 781.0 $ 725.0 (a) Mortgage notes payable do not include mortgages with a $6.5 million carrying value classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015 . In June 2015, we entered into a new interest rate swap agreement with a notional principal amount of $100.0 million . This swap was designed to provide a hedge against changes in variable rate cash flows through maturity in February 2025. The notional value of this swap was $100.0 million as of September 30, 2015 and is reducing over its remaining term to $53.1 million at maturity. In November 2013, we entered into an interest rate swap agreement with a notional principal amount of $75.0 million . This swap was designed to provide a hedge against changes in variable rate cash flows through maturity in September 2023. The notional value of this swap was $68.7 million as of September 30, 2015 and is reducing over its remaining term to $38.7 million at maturity. We are also party to an interest rate swap agreement that had a notional principal amount of $16.2 million as of September 30, 2015 . This swap is designed to provide a hedge against changes in variable interest rate cash flows through maturity in October 2015 . The notional value of this swap is reducing over the remaining term to $16.1 million at maturity. All of our interest rate swaps qualify for cash flow hedge accounting treatment and do not, and will not, contain any ineffectiveness. Information about the effect of derivative instruments on the accompanying Condensed Consolidated Statements of Income, including the impact on Accumulated Other Comprehensive Income ("AOCI") (in millions): For the Three Months Ended September 30, Derivative in Cash Flow Hedging Relationships Results Location of Results Amount Reclassified from AOCI to Earnings–Active Swaps Ineffective Results Recognized in Earnings Location of 2015 Interest rate swaps $ (5.0 ) Swap interest expense $ (1.0 ) $ — N/A 2014 Interest rate swaps $ (0.4 ) Swap interest expense $ (0.5 ) $ — N/A For the Nine Months Ended September 30, Derivative in Cash Flow Hedging Relationships Results Recognized in AOCI (Effective Portion) Location of Results Reclassified from AOCI to Earnings Amount Reclassified from AOCI to Earnings–Active Swaps Ineffective Results Recognized in Earnings Location of Ineffective Results 2015 Interest rate swaps $ (7.0 ) Swap interest expense $ (2.0 ) $ — N/A 2014 Interest rate swaps $ (3.2 ) Swap interest expense $ (1.5 ) $ — N/A On the basis of yield curve conditions as of September 30, 2015 and including assumptions about future changes in fair value, we expect the amount to be reclassified out of AOCI into earnings in the next 12 calendar months will be a loss of $3.3 million . Fair value estimates reflect a credit adjustment to the discount rate applied to all expected cash flows under the swaps. Other than that assumption, all other inputs reflect Level 2 inputs. Information about adjustments to AOCI (In millions) Accumulated other comprehensive loss — December 31, 2014 $ (1.5 ) Change in fair value of cash flow swaps (5.0 ) Income tax impact associated with cash flow swaps 1.9 Accumulated other comprehensive loss—September 30, 2015 $ (4.6 ) Market Risk Disclosures as of September 30, 2015 : Instruments entered into for trading purposes—None Instruments entered into for hedging purposes (in millions)— Type of Derivative Notional Size Underlying Rate Expiration Fair Value Interest Rate Swap* $ 100.0 1 month LIBOR February 2025 $ (4.2 ) Interest Rate Swap* $ 68.7 1 month LIBOR September 2023 $ (3.6 ) Interest Rate Swap* $ 16.2 1 month LIBOR October 2015 $ (0.1 ) ____________________________ * The total fair value of our swaps is a $7.9 million net liability, of which $3.4 million is included in Accounts Payable and Accrued Liabilities, $4.5 million is included in Other Long-Term Liabilities on the accompanying Condensed Consolidated Balance Sheet. Market Risk Disclosures as of December 31, 2014 : Instruments entered into for trading purposes—None Instruments entered into for hedging purposes (in millions)— Type of Derivative Notional Size Underlying Rate Expiration Fair Value Interest Rate Swap* $ 71.5 1 month LIBOR September 2023 $ (2.5 ) Interest Rate Swap* $ 17.2 1 month LIBOR October 2015 $ (0.2 ) ____________________________ * The total fair value of our swaps is a $2.7 million net liability, of which $1.8 million is included in Accounts Payable and Accrued Liabilities and $0.9 million is included in Other Long-Term Liabilities on the accompanying Condensed Consolidated Balance Sheet.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 2015
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	SUPPLEMENTAL CASH FLOW INFORMATION During the nine months ended September 30, 2015 and 2014 , we made interest payments, including amounts capitalized, totaling $38.4 million and $31.7 million , respectively. Included in these interest payments are $12.2 million and $9.6 million , of floor plan interest payments for the nine months ended September 30, 2015 and 2014 , respectively. During the nine months ended September 30, 2015 and 2014 , we made income tax payments, net of refunds received, totaling $52.4 million and $48.7 million , respectively. During the nine months ended September 30, 2015 and 2014 , we transferred $83.8 million and $56.9 million , respectively, of loaner vehicles from Other Current Assets to Inventory on our Condensed Consolidated Balance Sheets. Included in the $56.3 million of cash flow from divestitures for the nine months ended September 30, 2015 was $13.5 million of mortgage notes payable associated with our Princeton, New Jersey dealerships.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Our dealerships are party to dealer and framework agreements with applicable vehicle manufacturers. In accordance with these agreements, each dealership has certain rights and is subject to restrictions typical in the industry. The ability of these manufacturers to influence the operations of the dealerships or the loss of any of these agreements could have a materially negative impact on our operating results. In some instances, manufacturers may have the right, and may direct us, to implement costly capital improvements to dealerships as a condition to entering into, renewing or extending franchise agreements with them. Manufacturers also typically require that their franchises meet specific standards of appearance. These factors, either alone or in combination, could cause us to use our financial resources on capital projects that we might not have planned for or otherwise determined to undertake. From time to time, we and our dealerships are or may become involved in various claims relating to, and arising out of, our business and our operations. These claims may involve, but not be limited to, financial and other audits by vehicle manufacturers, lenders and certain federal, state and local government authorities, which have historically related primarily to (a) incentive and warranty payments received from vehicle manufacturers, or allegations of violations of manufacturer agreements or policies, (b) compliance with lender rules and covenants and (c) payments made to government authorities relating to federal, state and local taxes, as well as compliance with other government regulations. Claims may also arise through litigation, government proceedings and other dispute resolution processes. Such claims, including class actions, could relate to, but may not be limited to, the practice of charging administrative fees and other fees and commissions, employment-related matters, truth-in-lending and other dealer assisted financing obligations, contractual disputes, actions brought by governmental authorities and other matters. We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable. We believe we have adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. Based on our review of the various types of claims currently known to us, there is no indication of material reasonably possible losses in excess of amounts accrued in the aggregate. We currently do not anticipate that any known claim will materially adversely affect our financial condition, liquidity or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on our financial condition, liquidity or results of operations. A significant portion of our business involves the sale of vehicles, parts or vehicles composed of parts that are manufactured outside the United States. As a result, our operations are subject to customary risks of importing merchandise, including fluctuations in the relative values of currencies, import duties, exchange controls, trade restrictions, work stoppages and general political and socio-economic conditions in foreign countries. The United States or the countries from which our products are imported may, from time to time, impose new quotas, duties, tariffs or other restrictions, or adjust presently prevailing quotas, duties or tariffs, which may affect our operations and our ability to purchase imported vehicles and/or parts at reasonable prices. Substantially all of our facilities are subject to federal, state and local provisions regarding the discharge of materials into the environment. Compliance with these provisions has not had, nor do we expect such compliance to have, any material effect upon our capital expenditures, net earnings, financial condition, liquidity or competitive position. We believe that our current practices and procedures for the control and disposition of such materials comply with applicable federal, state and local requirements. No assurances can be provided, however, that future laws or regulations, or changes in existing laws or regulations, would not require us to expend significant resources in order to comply therewith. We had $10.3 million of letters of credit outstanding as of September 30, 2015 , which are required by certain of our insurance providers. In addition, as of September 30, 2015 , we maintained a $5.0 million surety bond line in the ordinary course of our business. Our letters of credit and surety bond line are considered to be off balance sheet arrangements. Our other material commitments include (i) floor plan notes payable, (ii) operating leases, (iii) long-term debt and (iv) interest on long-term debt, as described elsewhere herein.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS [OPEN

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and reflect the consolidated accounts of Asbury Automotive Group, Inc. and our wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed quarterly and the effects of any revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, those relating to inventory valuation reserves, reserves for chargebacks against revenue recognized from the sale of finance and insurance products, certain assumptions related to intangible and long-lived assets, reserves for insurance programs, reserves for certain legal or similar proceedings relating to our business operations, and realization of deferred tax assets. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) considered necessary for a fair presentation of the condensed consolidated financial statements as of September 30, 2015 , and for the three and nine months ended September 30, 2015 and 2014 , have been included. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for any other interim period, or any full year period. Our condensed consolidated financial statements should be read together with our consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2014 .
Contracts-In-Transit	Contracts-In-Transit Contracts-in-transit represent receivables from third-party finance companies for the portion of new and used vehicle purchase price financed by customers through sources arranged by us.
Revenue Recognition	Revenue Recognition Revenue from the sale of new and used vehicles (which excludes sales tax) is recognized upon the latest of delivery, passage of title, signing of the sales contract or approval of financing. Revenue from the sale of parts, service and collision repair work (which excludes sales tax) is recognized upon delivery of parts to the customer or at the time vehicle service or repair work is completed, as applicable. Manufacturer incentives and rebates, including manufacturer holdbacks, floor plan interest assistance and certain advertising assistance, are recognized as a reduction of new vehicle cost of sales at the time the related vehicles are sold. We receive commissions from third-party lending and insurance institutions for arranging customer financing and from the sale of vehicle service contracts, credit life insurance and disability insurance, and other insurance, to customers (collectively “F&I”). We may be charged back (“chargebacks”) for F&I commissions in the event a contract is prepaid, defaulted upon or terminated. F&I commissions are recorded at the time a vehicle is sold and a reserve for future chargebacks is established based on historical chargeback experience and the termination provisions of the applicable contract. F&I commissions, net of estimated future chargebacks, are included in Finance and Insurance, net in the accompanying Condensed Consolidated Statements of Income.
Earnings per Common Share	Earnings per Common Share Basic earnings per common share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per common share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the period. For all periods presented, there were no adjustments to the numerator necessary to compute diluted earnings per share.
Assets Held for Sale and Discontinued Operations	Assets Held for Sale and Discontinued Operations Certain amounts reflected in the accompanying Condensed Consolidated Balance Sheets have been classified as Assets Held for Sale and associated liabilities, if any, as Liabilities Associated with Assets Held for Sale, with such classification beginning on the date that the assets and any associated liabilities were first considered held for sale and which we intend to sell within one year. In April 2014, the Financial Accounting Standards Board (the “FASB”) issued an accounting standard which raised the threshold for asset disposals, occurring on or after January 1, 2015, to qualify as discontinued operations and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The standard revised the definition of a discontinued operation to cover only asset disposals that are considered to be a strategic shift with a major impact on an entity's operations and finances, such as the disposal of a major geographic area or a significant line of business. We adopted the standard in January 2015 and currently do not have any pending dealership disposals that meet the new criteria to be classified as discontinued operations.
Statements of Cash Flows	Statements of Cash Flows Borrowings and repayments of floor plan notes payable to a lender unaffiliated with the manufacturer from which we purchase a particular new vehicle (“Non-Trade”), and all floor plan notes payable relating to used vehicles (together referred to as “Floor Plan Notes Payable — Non-Trade”), are classified as financing activities on the accompanying Condensed Consolidated Statements of Cash Flows, with borrowings reflected separately from repayments. The net change in floor plan notes payable to a lender affiliated with the manufacturer from which we purchase a particular new vehicle (collectively referred to as “Floor Plan Notes Payable — Trade”) is classified as an operating activity on the accompanying Condensed Consolidated Statements of Cash Flows. Borrowings of floor plan notes payable associated with inventory acquired in connection with all acquisitions are classified as a financing activity. Cash flows related to floor plan notes payable included in operating activities differ from cash flows related to floor plan notes payable included in financing activities only to the extent that the former are payable to a lender affiliated with the manufacturer from which we purchased the related inventory, while the latter are payable to a lender not affiliated with the manufacturer from which we purchased the related inventory. Repayments of Floor Plan Notes Payable — Trade associated with divestitures are classified as an operating activity. Repayments of Floor Plan Notes Payable — Non-Trade associated with divestitures are classified as a financing activity. Loaner vehicles account for a significant portion of Other Current Assets. We acquire loaner vehicles either with available cash or through borrowings from manufacturer affiliated lenders. Loaner vehicles are initially used by our service department for only a short period of time (typically six to twelve months ) before we seek to sell them. Therefore, we classify the acquisition of loaner vehicles and the related borrowings and repayments as operating activities in the accompanying Condensed Consolidated Statements of Cash Flows. The cash outflow to acquire loaner vehicles is presented in Other Current Assets in the accompanying Condensed Consolidated Statements of Cash Flows. Borrowings and repayments of loaner vehicle notes payable are presented in Accounts Payable and Accrued Liabilities in the accompanying Condensed Consolidated Statements of Cash Flows. When loaner vehicles are taken out of loaner status they are transferred to used vehicle inventory at amortized cost, which is reflected as a non-cash transfer in the accompanying Condensed Consolidated Statements of Cash Flows. The cash inflow from the sale of loaner vehicles is reflected in Inventories in the accompanying Condensed Consolidated Statements of Cash Flows.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued their new standard on revenue recognition. The new standard will supersede existing revenue recognition guidance and apply to all entities that enter into contracts to provide goods or services to customers. The guidance also addresses the measurement and recognition of gains and losses on the sale of certain non-financial assets, such as real estate, property and equipment. In July 2015, the FASB approved deferring the effective date of this standard by one year to December 15, 2017 for annual reporting periods beginning after that date. The new standard will become effective beginning with the first quarter of 2018 and can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. The FASB also approved early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements. In April 2015, the FASB issued an accounting standard that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction of the debt liability rather than as an asset. In August 2015, the FASB clarified that given the absence of specific guidance regarding debt issuance costs associated with line-of-credit arrangements, companies can defer and present debt issuance costs as an asset and subsequently amortize ratably over the term of the line-of-credit, regardless of whether or not there were any outstanding borrowings on the line-of-credit. Application of the standard, which is required to be applied retrospectively, is required for fiscal years beginning on or after December 15, 2015 and for interim periods within that year. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements. In July 2015, the FASB issued an accounting standard to simplify the measurement of inventory by changing the subsequent measurement guidance from the lower of cost or market to the lower of cost or net realizable value. Application of the standard, which is required to be applied prospectively, is required for fiscal years beginning on or after December 15, 2016 and for interim periods within that year. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements. In September 2015, the FASB issued an accounting standard to simplify the accounting for measurement period adjustments related to business combinations. The new guidance would require that measurement period adjustments be made in the current period as opposed to a retrospective adjustment under the current guidance. Application of the standard, which is required to be applied prospectively, is required for fiscal years beginning on or after December 15, 2015 and for interim periods within that year. We are currently evaluating the impact of adopting this new guidance on our consolidated financial statements.

ACQUISITIONS AND DIVESTITURES (

ACQUISITIONS AND DIVESTITURES (Tables)	9 Months Ended
	Sep. 30, 2015
Business Combinations and Divestitures [Abstract]
Schedule of Business Acquisitions	Below is the preliminary allocation of purchase price for the acquisitions completed during the nine months ended September 30, 2015 . We have not finished our final assessments of third party real estate appraisals and our internal valuation of manufacturer franchise rights. The $34.6 million of goodwill and manufacturer franchise rights associated with our acquisitions will be deductible for federal and state income tax purposes ratably over a 15 year period. As of September 30, 2015 (In millions) Inventory $ 19.0 Real estate 15.2 Property and equipment 0.9 Goodwill 28.3 Manufacturer franchise rights 6.3 Liabilities assumed (0.3 ) Total purchase price $ 69.4

INVENTORIES (Tables)

INVENTORIES (Tables)	9 Months Ended
	Sep. 30, 2015
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventories consisted of the following: As of September 30, 2015 December 31, 2014 (In millions) New vehicles $ 696.4 $ 699.5 Used vehicles 147.1 141.7 Parts and accessories 44.1 44.8 Total inventories $ 887.6 $ 886.0

ASSETS AND LIABILITIES HELD F20

ASSETS AND LIABILITIES HELD FOR SALE (Tables)	9 Months Ended
	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Summary of Assets Held for Sale and Liabilities Associated with Assets Held for Sale	A summary of assets held for sale and liabilities associated with assets held for sale is as follows: As of September 30, 2015 December 31, 2014 (In millions) Assets: Inventories $ 27.1 $ — Property and equipment, net 18.1 6.4 Franchise rights 0.4 — Goodwill 1.0 — Total assets 46.6 6.4 Liabilities: Floor plan notes payable 23.9 — Mortgage notes payable 6.5 — Total liabilities 30.4 — Net assets held for sale $ 16.2 $ 6.4

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consists of the following: As of September 30, 2015 December 31, 2014 (In millions) 6.0% Senior Subordinated Notes due 2024 $ 400.0 $ 400.0 Mortgage notes payable bearing interest at fixed and variable rates 196.0 232.3 Real estate credit agreement (a) 64.9 71.5 Master loan agreement (b) 97.3 — Capital lease obligations 3.5 3.6 Long-term debt, including current portion 761.7 707.4 Less: current portion (13.8 ) (28.7 ) Long-term debt $ 747.9 $ 678.7 _____________________________ (a) Real estate credit agreement does not include a $3.8 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015 . (b) Master loan agreement does not include a $2.7 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015 .

FINANCIAL INSTRUMENTS AND FAI22

FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Schedule of Carrying Values and Fair Values of Liabilities	A summary of the carrying values and fair values of our 6.0% Notes and our mortgage notes payable is as follows: As of September 30, 2015 December 31, 2014 (In millions) Carrying Value: 6.0% Senior Subordinated Notes due 2024 $ 400.0 $ 400.0 Mortgage notes payable (a) 358.2 303.8 Total carrying value $ 758.2 $ 703.8 Fair Value: 6.0% Senior Subordinated Notes due 2024 $ 413.0 $ 407.0 Mortgage notes payable (a) 368.0 318.0 Total fair value $ 781.0 $ 725.0 (a) Mortgage notes payable do not include mortgages with a $6.5 million carrying value classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015 .
Schedule of Derivative Instruments Effect on Accumulated Other Comprehensive Income	Information about the effect of derivative instruments on the accompanying Condensed Consolidated Statements of Income, including the impact on Accumulated Other Comprehensive Income ("AOCI") (in millions): For the Three Months Ended September 30, Derivative in Cash Flow Hedging Relationships Results Location of Results Amount Reclassified from AOCI to Earnings–Active Swaps Ineffective Results Recognized in Earnings Location of 2015 Interest rate swaps $ (5.0 ) Swap interest expense $ (1.0 ) $ — N/A 2014 Interest rate swaps $ (0.4 ) Swap interest expense $ (0.5 ) $ — N/A For the Nine Months Ended September 30, Derivative in Cash Flow Hedging Relationships Results Recognized in AOCI (Effective Portion) Location of Results Reclassified from AOCI to Earnings Amount Reclassified from AOCI to Earnings–Active Swaps Ineffective Results Recognized in Earnings Location of Ineffective Results 2015 Interest rate swaps $ (7.0 ) Swap interest expense $ (2.0 ) $ — N/A 2014 Interest rate swaps $ (3.2 ) Swap interest expense $ (1.5 ) $ — N/A
Schedule of Amounts Reclassified out of AOCI	Fair value estimates reflect a credit adjustment to the discount rate applied to all expected cash flows under the swaps. Other than that assumption, all other inputs reflect Level 2 inputs. Information about adjustments to AOCI (In millions) Accumulated other comprehensive loss — December 31, 2014 $ (1.5 ) Change in fair value of cash flow swaps (5.0 ) Income tax impact associated with cash flow swaps 1.9 Accumulated other comprehensive loss—September 30, 2015 $ (4.6 )
Schedule of Instruments Entered Into For Hedging Purposes	Market Risk Disclosures as of September 30, 2015 : Instruments entered into for trading purposes—None Instruments entered into for hedging purposes (in millions)— Type of Derivative Notional Size Underlying Rate Expiration Fair Value Interest Rate Swap* $ 100.0 1 month LIBOR February 2025 $ (4.2 ) Interest Rate Swap* $ 68.7 1 month LIBOR September 2023 $ (3.6 ) Interest Rate Swap* $ 16.2 1 month LIBOR October 2015 $ (0.1 ) ____________________________ * The total fair value of our swaps is a $7.9 million net liability, of which $3.4 million is included in Accounts Payable and Accrued Liabilities, $4.5 million is included in Other Long-Term Liabilities on the accompanying Condensed Consolidated Balance Sheet. Market Risk Disclosures as of December 31, 2014 : Instruments entered into for trading purposes—None Instruments entered into for hedging purposes (in millions)— Type of Derivative Notional Size Underlying Rate Expiration Fair Value Interest Rate Swap* $ 71.5 1 month LIBOR September 2023 $ (2.5 ) Interest Rate Swap* $ 17.2 1 month LIBOR October 2015 $ (0.2 ) ____________________________ * The total fair value of our swaps is a $2.7 million net liability, of which $1.8 million is included in Accounts Payable and Accrued Liabilities and $0.9 million is included in Other Long-Term Liabilities on the accompanying Condensed Consolidated Balance Sheet.

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details)	Sep. 30, 2015VehicleBrandsMetropolitanMarketsstatesDealershipLocationsCollisionRepairCentersFranchises
Business Organization [Line Items]
Number of franchises (in franchises) | Franchises	103
Number of dealership locations (in dealership locations) | DealershipLocations	84
Number of metropolitan markets (in metropolitan markets)	17
Number of states (in states) | states	9
Number of vehicle brands (in vehicle brands) | VehicleBrands	29
Number of collision repair centers (in collision repair centers) | CollisionRepairCenters	25
Mid-line Import Brands [Member]
Business Organization [Line Items]
Weighted brand mix	46.00%
Luxury Brands [Member]
Business Organization [Line Items]
Weighted brand mix	35.00%
Domestic Brands [Member]
Business Organization [Line Items]
Weighted brand mix	19.00%

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2015
Minimum [Member]
Accounting Policies [Line Items]
Loaner vehicle period of use before sale (in months)	6 months
Maximum [Member]
Accounting Policies [Line Items]
Loaner vehicle period of use before sale (in months)	12 months

ACQUISITIONS AND DIVESTITURES25

ACQUISITIONS AND DIVESTITURES (Acquisitions- Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2015USD ($)DealershipLocationsFranchises
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Aggregate purchase price	$ 69.4
Cash paid for acquisition	52.7
Floor plan borrowings for puchase of related inventory	16.7
Goodwill and manufacturer franchise rights	$ 34.6
Goodwill and manufacturer franchise rights, period for federal and state tax deductions	15 years
FLORIDA [Member]
Business Acquisition [Line Items]
Number of franchises acquired (in franchises) | Franchises	1
Number of dealership locations acquired (in dealership locations) | DealershipLocations	1
GEORGIA [Member]
Business Acquisition [Line Items]
Number of franchises acquired (in franchises) | Franchises	1
Number of dealership locations acquired (in dealership locations) | DealershipLocations	1

ACQUISITIONS AND DIVESTITURES26

ACQUISITIONS AND DIVESTITURES (Divestitures- Narrative) (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)DealershipLocationsCollisionRepairCentersFranchises	Sep. 30, 2014USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposition of business, net	$ 21.4	$ 0	$ 21.4	$ 0
Other Operating Income (Expense) [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on disposition of business, gross			21.4
Gain on disposition of business, net			$ 13.1
NEW JERSEY [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of franchises, sold (in franchises) | Franchises			2
Number of dealership locations, sold (in dealership locations) | DealershipLocations			2
MISSOURI [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of franchises, sold (in franchises) | Franchises			1
TEXAS [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of collision centers, sold (in collision centers) | CollisionRepairCenters			1

ACQUISITIONS AND DIVESTITURES27

ACQUISITIONS AND DIVESTITURES (Schedule of Business Acquisitions) (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Goodwill	$ 130.2	$ 104
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Inventory	19
Real Estate	15.2
Property and equipment	0.9
Goodwill	28.3
Manufacturer franchise rights	6.3
Liabilities assumed	(0.3)
Total purchase price	$ 69.4

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Components of Inventory [Line Items]
Inventories	$ 887.6		$ 886
Lower of cost or market inventory reserves	6.5		6.4
Assets Held-for-sale [Member]
Components of Inventory [Line Items]
Inventories	27.1
New Vehicles [Member]
Components of Inventory [Line Items]
Inventories	696.4		699.5
Reduction of new vehicle inventory cost by automobile manufacturer incentives	9.1		8
Reduction to new vehicle cost of sales by automobile manufacturer incentives	28.6	$ 22.5
Used Vehicles [Member]
Components of Inventory [Line Items]
Inventories	147.1		141.7
Parts and Accessories [Member]
Components of Inventory [Line Items]
Inventories	$ 44.1		$ 44.8

ASSETS AND LIABILITIES HELD F29

ASSETS AND LIABILITIES HELD FOR SALE (Narrative) (Details)	9 Months Ended
	Sep. 30, 2015USD ($)DealershipLocationsFranchisesproperty	Dec. 31, 2014USD ($)
Long Lived Assets Held-for-sale [Line Items]
Number of franchises with pending dispositions | Franchises	4
Number of dealership locations with pending dispositions | DealershipLocations	3
Assets associated with pending dispositions	$ 40,100,000	$ 0
Liabilities associated with pending dispositions	30,400,000	0
Real estate held-for-sale	$ 6,500,000	$ 6,400,000
Two Vacant Properties [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of real estate properties sold | property	2
Proceeds from sale of real estate	$ 2,200,000
One Vacant Property [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of real estate properties reclassified as held-for-sale | property	1
Real estate reclassified as held-for-sale	$ 2,300,000

ASSETS AND LIABILITIES HELD F30

ASSETS AND LIABILITIES HELD FOR SALE (Assets Held for Sale) (Details) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
Assets:
Inventories	$ 27.1	$ 0
Property and equipment, net	18.1	6.4
Franchise rights	0.4	0
Goodwill	1	0
Total assets	46.6	6.4
Liabilities:
Floor plan notes payable	23.9	0
Mortgage notes payable	6.5	0
Total liabilities	30.4	0
Net assets held for sale	$ 16.2	$ 6.4

LONG-TERM DEBT (Narrative) (Det

LONG-TERM DEBT (Narrative) (Details) - Wells Fargo Mortgage [Member] - USD ($) $ in Millions	Jun. 12, 2015	Jun. 30, 2015	Sep. 30, 2015
Interest Rate Swap [Member]
Debt Instrument [Line Items]
Fixed interest rate			4.80%
Master Loan Facility [Member]
Debt Instrument [Line Items]
Proceeds from lines of credit	$ 100
Master Loan Agreement [Member]
Debt Instrument [Line Items]
Debt issuance cost		$ 1.2

LONG-TERM DEBT (Schedule of Lon

LONG-TERM DEBT (Schedule of Long-Term Debt) (Details) - USD ($) $ in Millions		Sep. 30, 2015	Dec. 31, 2014	Dec. 04, 2014
Debt Instrument [Line Items]
Capital lease obligations		$ 3.5	$ 3.6
Long-term debt, including current portion		761.7	707.4
Less: current portion		(13.8)	(28.7)
Long-term debt		747.9	678.7
Mortgage notes payable		6.5	0
Mortgages [Member]
Debt Instrument [Line Items]
Long-term debt, gross		196	232.3
Mortgages [Member] | Liabilities Associated with Assets Held for Sale [Member]
Debt Instrument [Line Items]
Mortgage notes payable		6.5
Real Estate Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, gross	[1]	64.9	71.5
Real Estate Credit Agreement [Member] | Liabilities Associated with Assets Held for Sale [Member]
Debt Instrument [Line Items]
Mortgage notes payable		3.8
Master Loan Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, gross	[2]	97.3	0
Master Loan Agreement [Member] | Liabilities Associated with Assets Held for Sale [Member]
Debt Instrument [Line Items]
Mortgage notes payable		2.7
6.0% Senior Subordinated Notes due 2024 [Member] | Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 400	$ 400
Stated interest rate of debt instrument				6.00%
[1]	Real estate credit agreement does not include a $3.8 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015.
[2]	Master loan agreement does not include a $2.7 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015.

FINANCIAL INSTRUMENTS AND FAI33

FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2015	Jun. 30, 2015	Nov. 30, 2013
New Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional principal amount of derivative liability	$ 100	$ 100
Notional principal amount of derivative liability, at maturity		$ 53.1
Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional principal amount of derivative liability	68.7		$ 75
Notional principal amount of derivative liability, at maturity			$ 38.7
Interest rate swap, net loss amount expected to be reclassified in the next twelve months	(3.3)
Party to an Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional principal amount of derivative liability	16.2
Notional principal amount of derivative liability, at maturity	$ 16.1

FINANCIAL INSTRUMENTS AND FAI34

FINANCIAL INSTRUMENTS AND FAIR VALUE (Summary of Carrying Values and Fair Values of Debt) (Details) - USD ($) $ in Millions		Sep. 30, 2015	Dec. 31, 2014	Dec. 04, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total carrying value		$ 758.2	$ 703.8
Total fair value		781	725
Mortgage notes payable		6.5	0
Senior Subordinated Notes [Member] | 6.0% Senior Subordinated Notes due 2024 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total carrying value		400	400
Total fair value		413	407
Stated interest rate of debt instrument				6.00%
Mortgages Notes Payable [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total carrying value	[1]	358.2	303.8
Total fair value	[1]	368	$ 318
Mortgages Notes Payable [Member] | Liabilities Associated with Assets Held for Sale [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage notes payable		$ 6.5
[1]	Mortgage notes payable do not include mortgages with a $6.5 million carrying value classified as Liabilities Associated with Assets Held for Sale as of September 30, 2015.

FINANCIAL INSTRUMENTS AND FAI35

FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Derivative Instruments Effect on the Consolidated Income Statement, Including Accumulated Other Comprehensive Income) (Details) - Interest Rate Swap [Member] - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Results Recognized in AOCI (Effective Portion)	$ (5)	$ (0.4)	$ (7)	$ (3.2)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount Reclassified from AOCI to Earnings	(1)	(0.5)	(2)	(1.5)
Ineffective Results Recognized in Earnings	$ 0	$ 0	$ 0	$ 0

FINANCIAL INSTRUMENTS AND FAI36

FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Information about adjustments to AOCI) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reclassification out of Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive loss—December 31, 2014			$ (1.5)
Income tax impact associated with cash flow swaps	$ 31	$ 20.6	79.6	$ 63.4
Accumulated other comprehensive loss—September 30, 2015	(4.6)		(4.6)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassification out of Accumulated Other Comprehensive Income [Roll Forward]
Accumulated other comprehensive loss—December 31, 2014			(1.5)
Change in fair value of cash flow swaps			(5)
Income tax impact associated with cash flow swaps			1.9
Accumulated other comprehensive loss—September 30, 2015	$ (4.6)		$ (4.6)

FINANCIAL INSTRUMENTS AND FAI37

FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Instruments Entered Into for Hedging Purposes) (Details) - USD ($) $ in Millions		9 Months Ended		12 Months Ended
		Sep. 30, 2015		Dec. 31, 2014		Nov. 30, 2013
Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional size		$ 68.7				$ 75
Interest Rate Swap [Member] | One-Month LIBOR [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps		(7.9)		$ (2.7)
Interest Rate Swap [Member] | One-Month LIBOR [Member] | Accounts Payable and Accrued Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps		(3.4)		(1.8)
Interest Rate Swap [Member] | One-Month LIBOR [Member] | Other Long-Term Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps		(4.5)		(0.9)
Interest Rate Swap 1 [Member] | One-Month LIBOR [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional size		$ 100	[1]	$ 71.5	[2]
Expiration		Feb. 1, 2025	[1]	Sep. 1, 2023	[2]
Fair value of interest rate swaps		$ (4.2)	[1]	$ (2.5)	[2]
Interest Rate Swap 2 [Member] | One-Month LIBOR [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional size		$ 68.7	[1]	$ 17.2	[2]
Expiration		Sep. 1, 2023	[1]	Oct. 1, 2015	[2]
Fair value of interest rate swaps		$ (3.6)	[1]	$ (0.2)	[2]
Interest Rate Swap 3 [Member] | One-Month LIBOR [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional size	[1]	$ 16.2
Expiration	[1]	Oct. 1, 2015
Fair value of interest rate swaps	[1]	$ (0.1)
[1]	The total fair value of our swaps is a $7.9 million net liability, of which $3.4 million is included in Accounts Payable and Accrued Liabilities, $4.5 million is included in Other Long-Term Liabilities on the accompanying Condensed Consolidated Balance Sheet.
[2]	The total fair value of our swaps is a $2.7 million net liability, of which $1.8 million is included in Accounts Payable and Accrued Liabilities and $0.9 million is included in Other Long-Term Liabilities on the accompanying Condensed Consolidated Balance Sheet.

SUPPLEMENTAL CASH FLOW INFORM38

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Debt Instrument [Line Items]
Interest payments made including amounts capitalized	$ 38.4	$ 31.7
Cash paid during the period related to floor plan interest	12.2	9.6
Income taxes paid	52.4	48.7
Loaner vehicles transferred from other current assets to inventory	83.8	56.9
Proceeds from divestiture	56.3	$ 0
Mortgages [Member]
Debt Instrument [Line Items]
Proceeds from divestiture	$ 13.5

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - Guarantee Obligations [Member] $ in Millions	Sep. 30, 2015USD ($)
Loss Contingencies [Line Items]
Amount of letters of credit outstanding	$ 10.3
Amount of surety bond line maintained	$ 5