Asbury Automotive (ABG) 10-Q 27 Jul 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Jul. 26, 2016
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	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		22,163,860

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash and cash equivalents	$ 1.8	$ 2.8
Contracts-in-transit	134.7	175.7
Accounts receivable, net	109.6	119.5
Total inventories	989.5	917.2
Deferred income taxes	11.7	11.8
Assets held for sale	35	27.6
Other current assets	97.2	88.4
Total current assets	1,379.5	1,343
PROPERTY AND EQUIPMENT, net	803.5	772.8
GOODWILL	130.2	130.2
INTANGIBLE FRANCHISE RIGHTS	48.5	48.5
OTHER LONG-TERM ASSETS	10.4	11.4
Total assets	2,372.1	2,305.9
CURRENT LIABILITIES:
Floor plan notes payable—trade	156.3	138.8
Floor plan notes payable—non-trade, net	727.3	573.4
Current maturities of long-term debt	14.6	13.9
Accounts payable and accrued liabilities	270.8	281.7
Liabilities associated with assets held for sale	4.9	0
Total current liabilities	1,173.9	1,007.8
LONG-TERM DEBT	927.9	940.4
DEFERRED INCOME TAXES	13.7	13.7
OTHER LONG-TERM LIABILITIES	37	29.5
COMMITMENTS AND CONTINGENCIES (Note 10)
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; 40,751,939 and 40,507,313 shares issued, including shares held in treasury, respectively	0.4	0.4
Additional paid-in capital	543.5	537.2
Retained earnings	512	444.3
Treasury stock, at cost; 18,591,473 and 15,696,543 shares, respectively	(829.3)	(663.9)
Accumulated other comprehensive loss	(7)	(3.5)
Total shareholders' equity	219.6	314.5
Total liabilities and shareholders' equity	$ 2,372.1	$ 2,305.9

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
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)	40,751,939	40,507,313
Treasury stock, shares (in shares)	18,591,473	15,696,543

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
REVENUE:
New vehicle	$ 897	$ 926.2	$ 1,735.4	$ 1,756.7
Used vehicle	470.2	507.6	931.1	981
Parts and service	195.3	188.2	384.5	364.9
Finance and insurance, net	64.9	67.6	127.2	128.8
TOTAL REVENUE	1,627.4	1,689.6	3,178.2	3,231.4
COST OF SALES:
New vehicle	849.5	875.6	1,643.2	1,656.5
Used vehicle	436	473.9	861.1	912
Parts and service	74.3	68.8	145.5	135.2
TOTAL COST OF SALES	1,359.8	1,418.3	2,649.8	2,703.7
GROSS PROFIT	267.6	271.3	528.4	527.7
OPERATING EXPENSES (INCOME):
Selling, general, and administrative	182.3	181.9	363.5	357.6
Depreciation and amortization	7.7	7.2	15.2	14.5
Other operating (income) expense, net	(0.5)	0	2.7	0.3
INCOME FROM OPERATIONS	78.1	82.2	147	155.3
OTHER EXPENSES:
Floor plan interest expense	5	4	9.4	7.9
Other interest expense, net	13.4	10.5	26.8	20.8
Swap interest expense	0.8	0.5	1.6	1
Total other expenses, net	19.2	15	37.8	29.7
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	58.9	67.2	109.2	125.6
Income tax expense	22.3	26.1	41.5	48.6
INCOME FROM CONTINUING OPERATIONS	36.6	41.1	67.7	77
Discontinued operations, net of tax	0.1	0	0	0
NET INCOME	$ 36.7	$ 41.1	$ 67.7	$ 77
Basic—
Continuing operations (in dollars per share)	$ 1.66	$ 1.53	$ 2.92	$ 2.84
Discontinued operations (in dollars per share)	0	0	0	0
Net income (in dollars per share)	1.66	1.53	2.92	2.84
Diluted—
Continuing operations (in dollars per share)	1.65	1.52	2.91	2.82
Discontinued operations (in dollars per share)	0	0	0	0
Net income (in dollars per share)	$ 1.65	$ 1.52	$ 2.91	$ 2.82
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic (in shares)	22.1	26.8	23.2	27.1
Restricted stock (in shares)	0	0.1	0	0.1
Performance share units (in shares)	0.1	0.1	0.1	0.1
Diluted (in shares)	22.2	27	23.3	27.3

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 36.7	$ 41.1	$ 67.7	$ 77
Other comprehensive loss:
Change in fair value of cash flow swaps	(1.7)	0	(5.8)	(1)
Income tax benefit associated with cash flow swaps	0.7	0	2.3	0.4
Comprehensive income	$ 35.7	$ 41.1	$ 64.2	$ 76.4

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$ 67.7	$ 77
Adjustments to reconcile net income to net cash provided by operating activities—
Depreciation and amortization	15.2	14.5
Stock-based compensation	6.1	5.3
Deferred income taxes	2.4	0.1
Impairment expenses	1.5	0
Loaner vehicle amortization	10.3	8.6
Excess tax benefit on share-based arrangements	(0.2)	(4.5)
Other adjustments, net	3.1	1.8
Changes in operating assets and liabilities, net of acquisitions and divestitures—
Contracts-in-transit	41	8.9
Accounts receivable	10.1	7.6
Inventories	(17.2)	11.6
Other current assets	(73.9)	(57)
Floor plan notes payable—trade, net	17.5	(5.9)
Accounts payable and accrued liabilities	(14.6)	19.3
Other long-term assets and liabilities, net	0.6	1.9
Net cash provided by operating activities	69.6	89.2
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures—excluding real estate	(28.7)	(20)
Capital expenditures—real estate	(10.6)	(22.4)
Purchases of previously leased real estate	(12.5)	0
Proceeds from the sale of assets	0	(67.4)
Proceeds from the sale of assets	0	2.3
Net cash used in investing activities	(51.8)	(107.5)
CASH FLOW FROM FINANCING ACTIVITIES:
Floor plan borrowings—non-trade	1,942.5	2,090
Floor plan borrowings—acquisitions	0	16.7
Floor plan repayments—non-trade	(1,788.6)	(2,006.3)
Proceeds from borrowings	0	82.9
Repayments of borrowings	(7.2)	(5.8)
Payment of debt issuance costs	(0.3)	(1.3)
Repurchases of common stock, including those associated with net share settlement of employee share-based awards	(165.4)	(163.4)
Excess tax benefit on share-based arrangements	0.2	4.5
Net cash (used in) provided by financing activities	(18.8)	17.3
Net decrease in cash and cash equivalents	(1)	(1)
CASH AND CASH EQUIVALENTS, beginning of period	2.8	2.9
CASH AND CASH EQUIVALENTS, end of period	$ 1.8	$ 1.9

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2016
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 99 new vehicle franchises ( 82 dealership locations) in 17 metropolitan markets within nine states as of June 30, 2016 . Our stores offer an extensive range of automotive products and services, including new and used vehicles; parts and service, which includes repair and maintenance services, replacement parts, and collision repair services; and finance and insurance products. As of June 30, 2016 , we offered 28 brands of new vehicles and our new vehicle revenue brand mix consisted of 45% imports, 34% luxury, and 21% domestic brands. We also operated 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; • Gray-Daniels dealerships operating in the Jackson, Mississippi area; • McDavid dealerships operating in Austin, Dallas and Houston, Texas; • Nalley dealerships operating in metropolitan Atlanta, Georgia; • North Point dealerships operating in the Little Rock, Arkansas area; and • Plaza dealerships operating in metropolitan St. Louis, Missouri. In addition, as of June 30, 2016 we owned and operated 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	6 Months Ended
	Jun. 30, 2016
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. 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 June 30, 2016 , and for the three and six months ended June 30, 2016 and 2015 , have been included. The results of operations for the three and six months ended June 30, 2016 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 Annual Report on Form 10-K for the year ended December 31, 2015 . Use of Estimates 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, 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 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, and reserves for certain legal or similar proceedings relating to our business operations. 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, guaranteed auto protection (known as “GAP”) insurance, and other insurance, to customers (collectively “F&I”). We may be charged back for F&I commissions in the event a contract is prepaid, defaulted upon, or terminated (“chargebacks”). 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 Liabilities Associated with Assets Held for Sale Certain amounts have been classified as Assets Held for Sale in the accompanying Condensed Consolidated Balance Sheets. Assets and liabilities classified as held for sale include (i) assets and liabilities associated with pending dealership disposals, (ii) real estate not currently used in our operations that we are actively marketing to sell, and (iii) any related mortgage notes payable, if applicable. Classification as held for sale begins on the date that we have met all of the criteria for classification as held for sale. At the time of classifying assets as held for sale, we compare the carrying value of these assets to estimates of fair value to assess for impairment. We compare the carrying value to estimates of fair value utilizing the assistance of third-party broker opinions of value and third-party desktop appraisals to assist in our fair value estimates. 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 pre-owned 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 and repayments made in connection with all divestitures are classified as a financing activity in the accompanying Condensed Consolidated Statement of Cash Flows. 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. Loaner vehicles account for a significant portion of Other Current Assets. We acquire loaner vehicles either with available cash or through borrowings from either our manufacturer affiliated lenders or through our senior secured credit agreement with Bank of America, as administrative agent, and the other agents and lenders party thereto (the “Restated Credit Agreement”). 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 in Other Current Assets and the borrowings and repayments of loaner vehicle notes payable in Accounts Payable and Accrued Liabilities in the accompanying Condensed Consolidated Statements of Cash Flows. Loaner vehicles are depreciated over the service period to their estimated value. At the end of the loaner service period, loaner vehicles are transferred from Other Current Assets to used vehicle inventory. These transfers are reflected as non-cash transfers between Other Current Assets and Inventory in the accompanying Condensed Consolidated Statements of Cash Flows. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), a 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. The new standard will become effective for annual reporting periods beginning on or after December 15, 2017 and interim periods within that year. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. Early adoption of the standard is permitted, but not before annual reporting periods beginning on or after December 15, 2016. We continue to evaluate the expected impact of adopting this new guidance on our consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, 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 expected impact of adopting this new guidance on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the classification of deferred taxes on the balance sheet. The new guidance would require that deferred taxes be classified as non-current assets and liabilities based on the tax paying jurisdiction. Application of the standard, which allows for early adoption, can be applied prospectively or retrospectively, and is required for fiscal years beginning on or after December 15, 2016 and for interim periods within that year. We are currently evaluating the expected impact of adopting this new guidance on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), a new standard on lease accounting. The new standard will supersede the existing lease accounting guidance and apply to all entities. The guidance defines new principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The new standard will become effective for annual reporting periods beginning on or after December 15, 2018 and for interim periods within that year. Early adoption of this standard is permitted and adoption is required to be done using a modified retrospective approach. We are currently evaluating the expected impact of adopting this new guidance on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718), to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Application of the standard is required for fiscal years beginning on or after December 15, 2016 and for interim periods within that year. Further, application can be either prospective or retrospective depending on each of the provisions in the guidance. We are currently evaluating the expected impact of adopting this new guidance on our consolidated financial statements.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	6 Months Ended
	Jun. 30, 2016
Receivables [Abstract]
ACCOUNTS RECEIVABLE	ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) Vehicle receivables $ 44.4 $ 46.3 Manufacturer receivables 36.3 43.1 Other trade receivables 30.0 31.4 Total accounts receivable 110.7 120.8 Less—Allowance for doubtful accounts (1.1 ) (1.3 ) Accounts receivable, net $ 109.6 $ 119.5

INVENTORIES

INVENTORIES	6 Months Ended
	Jun. 30, 2016
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES Inventories consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) New vehicles $ 786.0 $ 739.2 Used vehicles 159.0 134.1 Parts and accessories 44.5 43.9 Total inventories $ 989.5 $ 917.2 The lower of cost or market reserves reduced total inventory cost by $5.6 million and $6.2 million as of June 30, 2016 and December 31, 2015 , respectively. As of June 30, 2016 and December 31, 2015 , certain automobile manufacturer incentives reduced new vehicle inventory cost by $9.9 million and $9.6 million , respectively, and reduced New Vehicle Cost of Sales on the accompanying Condensed Consolidated Statements of Income for the six months ended June 30, 2016 and June 30, 2015 by $19.3 million and $18.0 million , respectively.

ASSETS AND LIABILITIES HELD FOR

ASSETS AND LIABILITIES HELD FOR SALE	6 Months Ended
	Jun. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
ASSETS HELD FOR SALE	ASSETS AND LIABILITIES HELD FOR SALE During the six months ended June 30, 2016 , we reclassified one vacant property with a net book value of $7.4 million to assets held for sale and the related $4.9 million mortgage on this property to liabilities associated with assets held for sale. In connection with the reclassification of the property, we recorded $1.5 million of impairment expense based on the third-party broker opinion of value. This impairment expense was recorded in Other Operating Expense, net in our accompanying Condensed Consolidated Statements of Income. Assets held for sale, comprising real estate not currently used in our operations, totaled $35.0 million and $27.6 million as of June 30, 2016 and December 31, 2015 , respectively. Additionally, there were $4.9 million of liabilities associated with our real estate assets held for sale as of June 30, 2016 and no liabilities associated with our real estate assets held for sale as December 31, 2015 .

FLOOR PLAN NOTES PAYABLE_NON-TR

FLOOR PLAN NOTES PAYABLE—NON-TRADE	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
FLOOR PLAN NOTES PAYABLE—NON-TRADE	FLOOR PLAN NOTES PAYABLE—NON-TRADE Floor plan notes payable—non-trade consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) Floor plan notes payable—non-trade $ 732.5 $ 710.8 Floor plan notes payable offset account (5.2 ) (137.4 ) Total floor plan notes payable—non-trade, net $ 727.3 $ 573.4 In connection with our non-trade new vehicle floor plan facility, we have established an account with Bank of America that allows us to transfer cash to an account as an offset to floor plan notes payable. These transfers reduce the amount of outstanding floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the floor plan offset account into our operating cash accounts within one to two days. As of June 30, 2016 and December 31, 2015 we had $5.2 million and $137.4 million , respectively, in this floor plan offset account.

LONG-TERM DEBT

LONG-TERM DEBT	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) 6.0% Senior Subordinated Notes due 2024 $ 600.0 $ 600.0 Mortgage notes payable bearing interest at fixed and variable rates 190.7 194.3 Real estate credit agreement 62.2 64.0 Restated master loan agreement (a) 91.3 97.9 Capital lease obligations 3.4 3.5 Total debt outstanding 947.6 959.7 Add: unamortized premium on 6.0% Senior Subordinated Notes due 2024 8.0 8.4 Less: debt issuance costs (13.1 ) (13.8 ) Long-term debt, including current portion 942.5 954.3 Less: current portion (14.6 ) (13.9 ) Long-term debt $ 927.9 $ 940.4 _____________________________ (a) Restated master loan agreement does not include a $4.9 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of June 30, 2016 . We are 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 June 30, 2016 , 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	6 Months Ended
	Jun. 30, 2016
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 and income 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 interest rate swap instruments, exchange-traded debt securities that are not actively traded or do not have a high trading volume, mortgage notes payable, and the assessment of impairment for manufacturer franchise rights. 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. 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 exit price 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 instruments. 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 value of our subordinated long-term debt is based on reported market prices in an inactive market which reflects 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 June 30, 2016 December 31, 2015 (In millions) Carrying Value: 6.0% Senior Subordinated Notes due 2024 $ 608.0 $ 608.4 Mortgage notes payable (a) 344.2 356.2 Total carrying value $ 952.2 $ 964.6 Fair Value: 6.0% Senior Subordinated Notes due 2024 $ 604.5 $ 618.0 Mortgage notes payable (a) 366.1 362.6 Total fair value $ 970.6 $ 980.6 _____________________________ (a) Mortgage notes payable do not include mortgages with a $4.9 million carrying value classified as Liabilities Associated with Assets Held for Sale as of June 30, 2016 . Interest Rate Swap Agreements In June 2015, we entered into an 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 regarding fluctuations in the one month LIBOR rate, through maturity in February 2025. The notional value of this swap was $98.2 million as of June 30, 2016 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 regarding fluctuations in the one month LIBOR rate, through maturity in September 2023. The notional value of this swap as of June 30, 2016 was $65.8 million and the notional value will reduce over its remaining term to $38.7 million at maturity. The fair value of cash flow swaps is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. Fair value estimates reflect a credit adjustment to the discount rate applied to all expected cash flows under the swaps. Other than this input, all other inputs used in the valuation of these swaps are designated to be Level 2 fair values. The fair value liabilities related to the swaps as of June 30, 2016 and December 31, 2015, were $11.8 million and $6.0 million , respectively. The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the Condensed Consolidated Balance Sheets: As of June 30, 2016 December 31, 2015 (In millions) Accounts payable and accrued liabilities $ 3.0 $ 2.8 Other long-term Liabilities 8.8 3.2 Total fair value $ 11.8 $ 6.0 Both of our interest rate swaps qualify for cash flow hedge accounting treatment. During the three and six months ended June 30, 2016 and 2015 , neither of our cash flow swaps contained any ineffectiveness, nor was any ineffectiveness recognized in earnings. Information about the effect of our interest rate swap agreements on the accompanying Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income, is as follows (in millions): For the Three Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Loss (Effective Portion) Location of Results Reclassified from Accumulated Other Comprehensive Loss to Earnings Amount Reclassified from Accumulated Other Comprehensive Loss to Earnings–Active Swaps 2016 $ (2.5 ) Swap interest expense $ (0.8 ) 2015 $ (0.5 ) Swap interest expense $ (0.5 ) For the Six Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Loss (Effective Portion) Location of Results Reclassified from Accumulated Other Comprehensive Loss to Earnings Amount Reclassified from Accumulated Other Comprehensive Loss to Earnings–Active Swaps 2016 $ (7.4 ) Swap interest expense $ (1.6 ) 2015 $ (2.0 ) Swap interest expense $ (1.0 ) On the basis of yield curve conditions as of June 30, 2016 and including assumptions about future changes in fair value, we expect the amount to be reclassified out of Accumulated Other Comprehensive Loss into earnings within the next 12 months will be losses of $3.0 million .

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	6 Months Ended
	Jun. 30, 2016
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	SUPPLEMENTAL CASH FLOW INFORMATION During the six months ended June 30, 2016 and 2015 , we made interest payments, including amounts capitalized, totaling $36.7 million and $29.2 million , respectively. Included in these interest payments are $9.2 million and $8.0 million , of floor plan interest payments during the six months ended June 30, 2016 and 2015 , respectively. During the six months ended June 30, 2016 and 2015 , we made income tax payments, net of refunds received, totaling $46.5 million and $29.1 million , respectively. During the six months ended June 30, 2016 and 2015 , we transferred $54.9 million and $54.4 million , respectively, of loaner vehicles from Other Current Assets to Inventory on our Condensed Consolidated Balance Sheets.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2016
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 or lenders and certain federal, state, and local government authorities, which have historically related primarily to (i) incentive and warranty payments received from vehicle manufacturers, or allegations of violations of manufacturer agreements or policies, (ii) compliance with lender rules and covenants, and (iii) 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 $9.4 million of letters of credit outstanding as of June 30, 2016 , which are required by certain of our insurance providers. In addition, as of June 30, 2016 , 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	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On July 25 , 2016, the Company and certain of its subsidiaries entered into a second amended and restated senior secured credit agreement with Bank of America, N.A. (“Bank of America”), as administrative agent, and the other lenders party thereto (the “2016 Senior Credit Facility”). The 2016 Senior Credit Facility amended and restated the Company's pre-existing senior secured credit agreement, dated as of August 8, 2013, by and among the Company and certain of its subsidiaries and Bank of America, as administrative agent, and the other agents and lenders party thereto (the “Restated Credit Agreement”). The 2016 Senior Credit Facility provides for the following, in each case subject to limitations on availability as set forth therein: • a $250.0 million revolving credit facility (the “Revolving Credit Facility”) with a $50.0 million sublimit for letters of credit; • a $900.0 million new vehicle revolving floor plan facility (the “New Vehicle Floor Plan Facility”); and • a $150.0 million used vehicle revolving floor plan facility (the “Used Vehicle Floor Plan Facility”). Subject to compliance with certain conditions, the agreement governing the 2016 Senior Credit Facility provides that the Company and its subsidiaries that are borrowers under the 2016 Senior Credit Facility (collectively, the “Borrowers”) have the ability, at their option and subject to the receipt of additional commitments from existing or new lenders, to increase the size of the facilities by up to $325.0 million in the aggregate without lender consent. In addition to using proceeds from borrowings under the 2016 Senior Credit Facility to repay amounts outstanding under the Restated Credit Agreement, proceeds from borrowings from time to time under the (i) Revolving Credit Facility may be used for, among other things, acquisitions, working capital and capital expenditures; (ii) New Vehicle Floor Plan Facility may be used to finance the acquisition of new vehicle inventory and to refinance new vehicle inventory at acquired dealerships; and (iii) Used Vehicle Floor Plan Facility may be used to finance the acquisition of used vehicle inventory and for, among other things, other working capital and capital expenditures. Borrowings under the 2016 Senior Credit Facility bear interest, at the option of the Company, based on the London Interbank Offered Rate (“LIBOR”) or the Base Rate, in each case plus an Applicable Margin. The Base Rate is the highest of the (i) Bank of America prime rate, (ii) Federal Funds rate plus 0.50% , and (iii) one month LIBOR plus 1.00% . Applicable Margin means (a) with respect to the Revolving Credit Facility, (i) until the Company delivers a certificate with respect to its total lease adjusted leverage ratio (as defined in the agreement governing the 2016 Senior Credit Facility) as of September 30, 2016 to Bank of America, as agent, 1.50% in the case of LIBOR loans and 0.50% in the case of Base Rate loans and (ii) thereafter a range from 1.25% to 2.50% for LIBOR loans and 0.25% to 1.50% for Base Rate loans, in each case based on the Company's total lease adjusted leverage ratio. Borrowings under the New Vehicle Floor Plan Facility bear interest, at the option of the Company, based on LIBOR plus 1.25% or the Base Rate plus 0.25% . Borrowings under the Used Vehicle Floor Plan Facility bear interest, at the option of the Company, based on LIBOR plus 1.50% or the Base Rate plus 0.50% . In addition to the payment of interest on borrowings outstanding under the 2016 Senior Credit Facility, the Borrowers are required to pay a quarterly commitment fee on the total commitments thereunder. The fee for commitments under the Revolving Credit Facility is between 0.20% and 0.45% per year, based on the Company's total lease adjusted leverage ratio, and the fee for commitments under the New Vehicle Facility Floor Plan and the Used Vehicle Facility Floor Plan Facility is 0.15% per year. The 2016 Senior Credit Facility matures, and all amounts outstanding thereunder will be due and payable, on July 25 , 2021. The representations and covenants contained in the agreement governing the 2016 Senior Credit Facility are customary for financing transactions of this nature including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the agreement governing the 2016 Senior Credit Facility. In addition, certain other covenants could restrict the Company's ability to incur additional debt, pay dividends or acquire or dispose of assets. The agreement governing the 2016 Senior Credit Facility also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. In certain instances, an event of default under either the Revolving Credit Facility or the Used Vehicle Floor Plan Facility could be, or result in, an event of default under the New Vehicle Floor Plan Facility, and vice versa. Upon the occurrence of an event of default, the Company could be required to immediately repay all amounts outstanding under the applicable facility. The 2016 Senior Credit Facility is guaranteed by each existing, and will be guaranteed by each future, direct and indirect domestic subsidiary of the Company, other than, at the option of the Company, certain immaterial subsidiaries. The 2016 Senior Credit Agreement is also guaranteed by the Company. The obligations under each of the Revolving Credit Facility and the Used Vehicle Floor Plan Facility are collateralized by liens on substantially all of the present and future assets, other than real property, of the Company and the guarantors. The obligations under the New Vehicle Floor Plan Facility are collateralized by liens on substantially all of the present and future assets, other than real property, of the Borrowers under the New Vehicle Floor Plan Facility.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2016
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.
Use of Estimates	Use of Estimates 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, 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 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, and reserves for certain legal or similar proceedings relating to our business operations.
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, guaranteed auto protection (known as “GAP”) insurance, and other insurance, to customers (collectively “F&I”). We may be charged back for F&I commissions in the event a contract is prepaid, defaulted upon, or terminated (“chargebacks”). 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 Liabilities Associated with Assets Held for Sale	Assets Held for Sale and Liabilities Associated with Assets Held for Sale Certain amounts have been classified as Assets Held for Sale in the accompanying Condensed Consolidated Balance Sheets. Assets and liabilities classified as held for sale include (i) assets and liabilities associated with pending dealership disposals, (ii) real estate not currently used in our operations that we are actively marketing to sell, and (iii) any related mortgage notes payable, if applicable. Classification as held for sale begins on the date that we have met all of the criteria for classification as held for sale. At the time of classifying assets as held for sale, we compare the carrying value of these assets to estimates of fair value to assess for impairment. We compare the carrying value to estimates of fair value utilizing the assistance of third-party broker opinions of value and third-party desktop appraisals to assist in our fair value estimates.
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 pre-owned 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 and repayments made in connection with all divestitures are classified as a financing activity in the accompanying Condensed Consolidated Statement of Cash Flows. 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. Loaner vehicles account for a significant portion of Other Current Assets. We acquire loaner vehicles either with available cash or through borrowings from either our manufacturer affiliated lenders or through our senior secured credit agreement with Bank of America, as administrative agent, and the other agents and lenders party thereto (the “Restated Credit Agreement”). 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 in Other Current Assets and the borrowings and repayments of loaner vehicle notes payable in Accounts Payable and Accrued Liabilities in the accompanying Condensed Consolidated Statements of Cash Flows. Loaner vehicles are depreciated over the service period to their estimated value. At the end of the loaner service period, loaner vehicles are transferred from Other Current Assets to used vehicle inventory. These transfers are reflected as non-cash transfers between Other Current Assets and Inventory in the accompanying Condensed Consolidated Statements of Cash Flows.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), a 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. The new standard will become effective for annual reporting periods beginning on or after December 15, 2017 and interim periods within that year. The standard can be adopted either retrospectively to each reporting period presented or as a cumulative effect adjustment as of the date of adoption. Early adoption of the standard is permitted, but not before annual reporting periods beginning on or after December 15, 2016. We continue to evaluate the expected impact of adopting this new guidance on our consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, 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 expected impact of adopting this new guidance on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the classification of deferred taxes on the balance sheet. The new guidance would require that deferred taxes be classified as non-current assets and liabilities based on the tax paying jurisdiction. Application of the standard, which allows for early adoption, can be applied prospectively or retrospectively, and is required for fiscal years beginning on or after December 15, 2016 and for interim periods within that year. We are currently evaluating the expected impact of adopting this new guidance on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), a new standard on lease accounting. The new standard will supersede the existing lease accounting guidance and apply to all entities. The guidance defines new principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The new standard will become effective for annual reporting periods beginning on or after December 15, 2018 and for interim periods within that year. Early adoption of this standard is permitted and adoption is required to be done using a modified retrospective approach. We are currently evaluating the expected impact of adopting this new guidance on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718), to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Application of the standard is required for fiscal years beginning on or after December 15, 2016 and for interim periods within that year. Further, application can be either prospective or retrospective depending on each of the provisions in the guidance. We are currently evaluating the expected impact of adopting this new guidance on our consolidated financial statements.

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	6 Months Ended
	Jun. 30, 2016
Receivables [Abstract]
Schedule of Accounts Receivable	Accounts receivable consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) Vehicle receivables $ 44.4 $ 46.3 Manufacturer receivables 36.3 43.1 Other trade receivables 30.0 31.4 Total accounts receivable 110.7 120.8 Less—Allowance for doubtful accounts (1.1 ) (1.3 ) Accounts receivable, net $ 109.6 $ 119.5

INVENTORIES (Tables)

INVENTORIES (Tables)	6 Months Ended
	Jun. 30, 2016
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventories consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) New vehicles $ 786.0 $ 739.2 Used vehicles 159.0 134.1 Parts and accessories 44.5 43.9 Total inventories $ 989.5 $ 917.2

FLOOR PLAN NOTES PAYABLE_NON-21

FLOOR PLAN NOTES PAYABLE—NON-TRADE (Tables)	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Schedule of Floor Plan Notes Payable - Non-Trade	Floor plan notes payable—non-trade consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) Floor plan notes payable—non-trade $ 732.5 $ 710.8 Floor plan notes payable offset account (5.2 ) (137.4 ) Total floor plan notes payable—non-trade, net $ 727.3 $ 573.4

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following: As of June 30, 2016 December 31, 2015 (In millions) 6.0% Senior Subordinated Notes due 2024 $ 600.0 $ 600.0 Mortgage notes payable bearing interest at fixed and variable rates 190.7 194.3 Real estate credit agreement 62.2 64.0 Restated master loan agreement (a) 91.3 97.9 Capital lease obligations 3.4 3.5 Total debt outstanding 947.6 959.7 Add: unamortized premium on 6.0% Senior Subordinated Notes due 2024 8.0 8.4 Less: debt issuance costs (13.1 ) (13.8 ) Long-term debt, including current portion 942.5 954.3 Less: current portion (14.6 ) (13.9 ) Long-term debt $ 927.9 $ 940.4 _____________________________ (a) Restated master loan agreement does not include a $4.9 million mortgage note payable classified as Liabilities Associated with Assets Held for Sale as of June 30, 2016 .

FINANCIAL INSTRUMENTS AND FAI23

FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Tables)	6 Months Ended
	Jun. 30, 2016
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 June 30, 2016 December 31, 2015 (In millions) Carrying Value: 6.0% Senior Subordinated Notes due 2024 $ 608.0 $ 608.4 Mortgage notes payable (a) 344.2 356.2 Total carrying value $ 952.2 $ 964.6 Fair Value: 6.0% Senior Subordinated Notes due 2024 $ 604.5 $ 618.0 Mortgage notes payable (a) 366.1 362.6 Total fair value $ 970.6 $ 980.6 _____________________________ (a) Mortgage notes payable do not include mortgages with a $4.9 million carrying value classified as Liabilities Associated with Assets Held for Sale as of June 30, 2016 .
Schedule of Derivative Instruments Fair Value	The following table provides information regarding the fair value of our interest rate swap agreements and the impact on the Condensed Consolidated Balance Sheets: As of June 30, 2016 December 31, 2015 (In millions) Accounts payable and accrued liabilities $ 3.0 $ 2.8 Other long-term Liabilities 8.8 3.2 Total fair value $ 11.8 $ 6.0
Schedule of Derivative Instruments Effect on Accumulated Other Comprehensive Income	Information about the effect of our interest rate swap agreements on the accompanying Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income, is as follows (in millions): For the Three Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Loss (Effective Portion) Location of Results Reclassified from Accumulated Other Comprehensive Loss to Earnings Amount Reclassified from Accumulated Other Comprehensive Loss to Earnings–Active Swaps 2016 $ (2.5 ) Swap interest expense $ (0.8 ) 2015 $ (0.5 ) Swap interest expense $ (0.5 ) For the Six Months Ended June 30, Results Recognized in Accumulated Other Comprehensive Loss (Effective Portion) Location of Results Reclassified from Accumulated Other Comprehensive Loss to Earnings Amount Reclassified from Accumulated Other Comprehensive Loss to Earnings–Active Swaps 2016 $ (7.4 ) Swap interest expense $ (1.6 ) 2015 $ (2.0 ) Swap interest expense $ (1.0 )

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details)	Jun. 30, 2016VehicleBrandsMetropolitanMarketsstatesDealershipLocationsCollisionRepairCentersFranchises
Business Organization [Line Items]
Number of franchises (in franchises) | Franchises	99
Number of dealership locations (in dealership locations) | DealershipLocations	82
Number of metropolitan markets (in metropolitan markets) | MetropolitanMarkets	17
Number of states (in states) | states	9
Number of vehicle brands (in vehicle brands) | VehicleBrands	28
Number of collision repair centers (in collision repair centers) | CollisionRepairCenters	25
Mid-line Import Brands [Member]
Business Organization [Line Items]
Weighted brand mix	45.00%
Luxury Brands [Member]
Business Organization [Line Items]
Weighted brand mix	34.00%
Domestic Brands [Member]
Business Organization [Line Items]
Weighted brand mix	21.00%

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)	6 Months Ended
	Jun. 30, 2016
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

ACCOUNTS RECEIVABLE (Details)

ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 110.7	$ 120.8
Less—Allowance for doubtful accounts	(1.1)	(1.3)
Accounts receivable, net	109.6	119.5
Vehicle Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	44.4	46.3
Manufacturer Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	36.3	43.1
Other Trade Accounts Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 30	$ 31.4

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Components of Inventory [Line Items]
Total inventories	$ 989.5		$ 917.2
Lower of cost or market inventory reserves	5.6		6.2
New Vehicles [Member]
Components of Inventory [Line Items]
Total inventories	786		739.2
Reduction of new vehicle inventory cost by automobile manufacturer incentives	9.9		9.6
Reduction to new vehicle cost of sales by automobile manufacturer incentives	19.3	$ 18
Used Vehicles [Member]
Components of Inventory [Line Items]
Total inventories	159		134.1
Parts and Accessories [Member]
Components of Inventory [Line Items]
Total inventories	$ 44.5		$ 43.9

ASSETS AND LIABILITIES HELD F28

ASSETS AND LIABILITIES HELD FOR SALE (Details) $ in Millions	6 Months Ended
	Jun. 30, 2016USD ($)property	Dec. 31, 2015USD ($)
Long Lived Assets Held-for-sale [Line Items]
Liabilities associated with real estate assets held for sale	$ 4.9	$ 0
Real estate held-for-sale	35	$ 27.6
Vacant Property [Member]
Long Lived Assets Held-for-sale [Line Items]
Real estate, book value	7.4
Liabilities associated with real estate assets held for sale	4.9
Impairment of real estate	$ 1.5
Held-for-sale [Member] | Vacant Property [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of real estate properties | property	1

FLOOR PLAN NOTES PAYABLE_NON-29

FLOOR PLAN NOTES PAYABLE—NON-TRADE (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Floor plan notes payable—non-trade	$ 732.5	$ 710.8
Floor plan notes payable offset account	(5.2)	(137.4)
Total floor plan notes payable—non-trade, net	$ 727.3	$ 573.4

LONG-TERM DEBT (Schedule of Lon

LONG-TERM DEBT (Schedule of Long-Term Debt) (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Capital lease obligations	$ 3.4	$ 3.5
Total debt outstanding	947.6	959.7
Add: unamortized premium on 6.0% Senior Subordinated Notes due 2024	8	8.4
Less: debt issuance costs	(13.1)	(13.8)
Long-term debt, including current portion	942.5	954.3
Less: current portion	(14.6)	(13.9)
Long-term debt	927.9	940.4
Liabilities associated with real estate assets held for sale	4.9	0
Mortgages [Member]
Debt Instrument [Line Items]
Long-term debt, gross	190.7	194.3
Real Estate Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, gross	62.2	64
Restated Master Loan Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, gross	91.3	97.9
6.0% Senior Subordinated Notes due 2024 [Member] | Senior Subordinated Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 600	$ 600
Stated interest rate of debt instrument	6.00%	6.00%

FINANCIAL INSTRUMENTS AND FAI31

FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Narrative) (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Nov. 30, 2013
Fair Value, Inputs, Level 2 [Member] | Other Long-term Liabilities and Current Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of interest rate swaps	$ (11.8)	$ (6)
New Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional principal amount of derivative liability	98.2		$ 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	65.8			$ 75
Notional principal amount of derivative liability, at maturity				$ 38.7
Fair value of interest rate swaps	11.8	$ 6
Interest rate swap, net loss amount expected to be reclassified in the next twelve months	$ (3)

FINANCIAL INSTRUMENTS AND FAI32

FINANCIAL INSTRUMENTS AND FAIR VALUE (Summary of Carrying Values and Fair Values of Debt) (Details) - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total carrying value	$ 952.2	$ 964.6
Total fair value	970.6	980.6
Liabilities associated with real estate assets held for sale	4.9	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	608	608.4
Total fair value	$ 604.5	$ 618
Stated interest rate of debt instrument	6.00%	6.00%
Mortgages Notes Payable [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total carrying value	$ 344.2	$ 356.2
Total fair value	$ 366.1	$ 362.6

FINANCIAL INSTRUMENTS AND FAI33

FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Fair value of Interest Rate Swaps) (Details) - Interest Rate Swap [Member] - USD ($) $ in Millions	Jun. 30, 2016	Dec. 31, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps	$ 11.8	$ 6
Accounts Payable and Accrued Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps	3	2.8
Other Long-Term Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps	$ 8.8	$ 3.2

FINANCIAL INSTRUMENTS AND FAI34

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		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Derivative Instruments, Gain (Loss) [Line Items]
Results Recognized in Accumulated Other Comprehensive Loss (Effective Portion)	$ (2.5)	$ (0.5)	$ (7.4)	$ (2)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount Reclassified from Accumulated Other Comprehensive Loss to Earnings–Active Swaps	$ (0.8)	$ (0.5)	$ (1.6)	$ (1)

SUPPLEMENTAL CASH FLOW INFORM35

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Supplemental Cash Flow Information [Abstract]
Interest payments made including amounts capitalized	$ 36.7	$ 29.2
Cash paid during the period related to floor plan interest	9.2	8
Income taxes paid, net	46.5	29.1
Loaner vehicles transferred from other current assets to inventory	$ 54.9	$ 54.4

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - Guarantee Obligations [Member] $ in Millions	Jun. 30, 2016USD ($)
Loss Contingencies [Line Items]
Amount of surety bond line maintained	$ 5
Reastated Credit Agreement [Member] | Bank of America, N.A. [Member]
Loss Contingencies [Line Items]
Amount of letters of credit outstanding	$ 9.4

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - Secured Debt [Member] - Bank of America, N.A. [Member]	Jul. 25, 2016USD ($)
Subsequent Event [Line Items]
Additional capacity available upon meeting certain requirements	$ 325,000,000
Revolving Credit Facility [Member] | Minimum [Member]
Subsequent Event [Line Items]
Commitment fee, percent	0.20%
Revolving Credit Facility [Member] | Maximum [Member]
Subsequent Event [Line Items]
Commitment fee, percent	0.45%
Revolving Credit Facility [Member] | Federal Funds [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Facility [Member] | One-Month LIBOR [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.00%
Revolving Credit Facility [Member] | LIBOR [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.50%
Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.25%
Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	2.50%
Revolving Credit Facility [Member] | Base Rate [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	0.50%
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	0.25%
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.50%
Revolving Credit Facility [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Face amount	$ 250,000,000
Revolving Credit Facility [Member] | Letter of Credit [Member]
Subsequent Event [Line Items]
Face amount	50,000,000
New Vehicle Floor Plan Facility [Member]
Subsequent Event [Line Items]
Face amount	$ 900,000,000
Commitment fee, percent	0.15%
New Vehicle Floor Plan Facility [Member] | LIBOR [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.25%
New Vehicle Floor Plan Facility [Member] | Base Rate [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	0.25%
Used Vehicle Floor Plan Facility [Member]
Subsequent Event [Line Items]
Face amount	$ 150,000,000
Commitment fee, percent	0.15%
Used Vehicle Floor Plan Facility [Member] | LIBOR [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	1.50%
Used Vehicle Floor Plan Facility [Member] | Base Rate [Member]
Subsequent Event [Line Items]
Basis spread on variable rate	0.50%