Asbury Automotive (ABG) 10-Q 27 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 26, 2017
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	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		21,052,801

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 3.1	$ 3.4
Contracts-in-transit	139.5	182.6
Accounts receivable, net	114.7	138.4
Total inventories	969.1	894.9
Assets held for sale	18.3	16.1
Other current assets	103.9	97
Total current assets	1,348.6	1,332.4
PROPERTY AND EQUIPMENT, net	824.1	815.4
GOODWILL	160.7	128.1
INTANGIBLE FRANCHISE RIGHTS	54.8	48.5
OTHER LONG-TERM ASSETS	11.5	11.7
Total assets	2,399.7	2,336.1
CURRENT LIABILITIES:
Floor plan notes payable—trade, net	128.4	108.3
Floor plan notes payable—non-trade, net	683.2	673.5
Current maturities of long-term debt	14.1	14
Accounts payable and accrued liabilities	327.7	309.1
Total current liabilities	1,153.4	1,104.9
LONG-TERM DEBT	908.9	912.7
DEFERRED INCOME TAXES	9.2	8.9
OTHER LONG-TERM LIABILITIES	30	29.9
COMMITMENTS AND CONTINGENCIES (Note 11)
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; 40,945,433 and 40,750,765 shares issued, including shares held in treasury, respectively	0.4	0.4
Additional paid-in capital	553.1	549.4
Retained earnings	645	611.5
Treasury stock, at cost; 19,793,816 and 19,497,596 shares, respectively	(898.6)	(879.5)
Accumulated other comprehensive loss	(1.7)	(2.1)
Total shareholders' equity	298.2	279.7
Total liabilities and shareholders' equity	$ 2,399.7	$ 2,336.1

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
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)	40,945,433	40,750,765
Treasury stock, shares (in shares)	19,793,816	19,497,596

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
REVENUE:
New vehicle	$ 832.5	$ 838.4
Used vehicle	461.8	460.9
Parts and service	191.5	189.2
Finance and insurance, net	65.9	62.3
TOTAL REVENUE	1,551.7	1,550.8
COST OF SALES:
New vehicle	792.1	793.7
Used vehicle	427.9	425.1
Parts and service	71.6	71.2
TOTAL COST OF SALES	1,291.6	1,290
GROSS PROFIT	260.1	260.8
OPERATING EXPENSES:
Selling, general, and administrative	181.1	181.2
Depreciation and amortization	7.9	7.5
Other operating (income) expenses, net	(1.2)	3.2
INCOME FROM OPERATIONS	72.3	68.9
OTHER EXPENSES:
Floor plan interest expense	5.3	4.4
Other interest expense, net	13.3	13.4
Swap interest expense	0.6	0.8
Total other expenses, net	19.2	18.6
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	53.1	50.3
Income tax expense	19.1	19.2
INCOME FROM CONTINUING OPERATIONS	34	31.1
Discontinued operations, net of tax	0	(0.1)
NET INCOME	$ 34	$ 31
Basic—
Continuing operations (in dollars per share)	$ 1.62	$ 1.28
Discontinued operations (in dollars per share)	0	0
Net income (in dollars per share)	1.62	1.28
Diluted—
Continuing operations (in dollars per share)	1.61	1.27
Discontinued operations (in dollars per share)	0	0
Net income (in dollars per share)	$ 1.61	$ 1.27
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic (in shares)	21	24.3
Restricted stock (in shares)	0	0
Performance share units (in shares)	0.1	0.1
Diluted (in shares)	21.1	24.4

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 34	$ 31
Other comprehensive income (loss):
Change in fair value of cash flow swaps	0.7	(4.1)
Income tax (expense) benefit associated with cash flow swaps	(0.3)	1.6
Comprehensive income	$ 34.4	$ 28.5

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$ 34	$ 31
Adjustments to reconcile net income to net cash provided by operating activities—
Depreciation and amortization	7.9	7.5
Stock-based compensation	3.1	3.6
Deferred income taxes	0.1	1.4
Impairment expenses	0	1.5
Loaner vehicle amortization	5.9	5.1
Other adjustments, net	1	2.3
Changes in operating assets and liabilities, net of acquisitions and divestitures—
Contracts-in-transit	43.1	47.3
Accounts receivable	24.1	21.1
Inventories	(16.2)	(52.7)
Other current assets	(41.8)	(39.1)
Floor plan notes payable—trade, net	20.1	19.9
Accounts payable and accrued liabilities	16.9	(4.5)
Other long-term assets and liabilities, net	0.1	0.8
Net cash provided by operating activities	98.3	45.2
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures—excluding real estate	(5.4)	(9.8)
Capital expenditures—real estate	0	(7.2)
Acquisitions	(80.1)	0
Net cash used in investing activities	(85.5)	(17)
CASH FLOW FROM FINANCING ACTIVITIES:
Floor plan borrowings—non-trade	908.4	948.5
Floor plan borrowings—acquisitions	25.1	0
Floor plan repayments—non-trade	(923.8)	(866.9)
Repayments of borrowings	(3.8)	(3.1)
Repurchases of common stock, including shares associated with net share settlement of employee share-based awards	(19)	(105.1)
Net cash used in financing activities	(13.1)	(26.6)
Net (decrease) increase in cash and cash equivalents	(0.3)	1.6
CASH AND CASH EQUIVALENTS, beginning of period	3.4	2.8
CASH AND CASH EQUIVALENTS, end of period	$ 3.1	$ 4.4

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2017
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 96 new vehicle franchises ( 80 dealership locations) in 17 metropolitan markets within nine states as of March 31, 2017 . 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 March 31, 2017 , we offered 29 brands of new vehicles and our new vehicle revenue brand mix consisted of 46% imports, 33% luxury, and 21% domestic brands. We also operated 24 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; • Hare dealerships operating in the Indianapolis, Indiana area; • McDavid dealerships operating in metropolitan Austin, Dallas and Houston, Texas; • Nalley dealerships operating in metropolitan Atlanta, Georgia; and • Plaza dealerships operating in metropolitan St. Louis, Missouri. In addition, as of March 31, 2017 we owned and operated two stand-alone used vehicle stores 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	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 , and for the three months ended March 31, 2017 and 2016 , have been included. The results of operations for the three months ended March 31, 2017 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 audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2016 . 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, reserves for insurance programs, certain assumptions related to intangible and long-lived assets, 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, 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, in the accompanying Condensed Consolidated Statements of Income. 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. Additionally, we participate in future profits associated with the performance of the third-party held underlying portfolio for certain products, pursuant to retrospective commission arrangements. Our retrospective portfolio income is recorded as revenue at the time it is received from our third-party providers. 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 assets and liabilities associated with pending dealership disposals, real estate not currently used in our operations that we are actively marketing to sell, and 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 related to real estate properties. 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 financing activities 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 borrowing 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 "2016 Senior Credit Facility"). 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 March 2016, the FASB issued Accounting Standard Update ("ASU") 2016-09, Compensation—Stock Compensation (Topic 718), to simplify certain aspects of the accounting for share-based payment transactions to employees. The new standard requires excess tax benefits and tax deficiencies to be recorded in the statements of income as a component of the provision for income taxes when stock awards vest or are settled. In addition, it eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the consolidated statements of cash flows. The standard also provides an accounting policy election to account for forfeitures as they occur, allows us to withhold more of an employee’s vesting shares for tax withholding purposes without triggering liability accounting, and clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as a financing activity on our statements of cash flows. We adopted the new standard January 1, 2017, upon which excess tax benefits or deficiencies from share-based award activity were reflected in the Condensed Consolidated Statements of Income as a component of the provision for income taxes, whereas they previously were recognized in equity. We also elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The adoption of ASU 2016-09 resulted in a cumulative-effect adjustment increasing retained earnings by $0.5 million as of January 1, 2017, related to our election to account for forfeitures as they occur. We adopted the aspects of the standard affecting the cash flow presentation retrospectively, and accordingly, to conform to the current year presentation, we reclassified $0.2 million of excess tax benefits under financing activities to operating activities for the three months ended March 31, 2016 in our Condensed Consolidated Statements of Cash Flows. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact on any of the periods presented on our consolidated statements of cash flows since such cash flows have historically been presented as a financing activity. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, changing the subsequent measurement guidance from the lower of cost or market to the lower of cost and 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. The adoption of this new standard, beginning January 1, 2017, did not have an impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB has issued a number of additional ASU's regarding the new revenue recognition standard. The new standard, as amended, 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. We have performed a preliminary evaluation of this standard and plan to adopt it effective January 1, 2018. We cannot currently estimate the impact of the change upon adoption of this standard and will continue to review the impact of this standard on potential disclosure changes in our financial statements, as well as which transition approach will be applied. Our evaluation of this standard will continue through the date of adoption. 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. A modified retrospective approach is required and early adoption of this standard is permitted. While we are still evaluating the impact of this standard, we expect that the right-of-use assets and the associated lease liabilities will be material to our financial statements. We plan to adopt this standard effective January 1, 2019.

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
ACQUISITIONS	ACQUISITIONS 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 such that the assets acquired and liabilities assumed are 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. The fair value of our manufacturer franchise rights are determined at the acquisition date, by discounting the projected cash flows specific to each franchise. Included in this analysis are market participant assumptions, at a dealership level, regarding the cash flows directly attributable to the franchise rights, revenue growth rates, future gross margins and future SG&A expenses. Using an estimated WACC, estimated residual values at the end of the forecast period and estimated future capital expenditure requirements, the Company calculates the fair value of the franchise rights. During the three months ended March 31, 2017 , we acquired the assets of two franchises ( two dealership locations) and one collision center in the Indianapolis, Indiana market for a purchase price of $80.1 million . We financed these acquisitions with $55.0 million of cash and $25.1 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 three months ended March 31, 2017 . We have not finished our final assessments of third party real estate appraisals and our internal valuation of manufacturer franchise rights and the assignment of goodwill to reporting units. The $38.9 million of goodwill and manufacturer rights associated with our acquisitions will be deductible for federal and state income tax purposes ratably over a 15 year period. As of March 31, 2017 (In millions) Inventory $ 25.9 Real estate 12.2 Property and equipment 1.4 Goodwill 32.6 Manufacturer franchise rights 6.3 Loaner and rental vehicles 3.2 Liabilities assumed (1.5 ) Total purchase price $ 80.1

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
ACCOUNTS RECEIVABLE	ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) Vehicle receivables $ 38.7 $ 53.2 Manufacturer receivables 41.4 45.5 Other receivables 36.1 41.6 Total accounts receivable 116.2 140.3 Less—Allowance for doubtful accounts (1.5 ) (1.9 ) Accounts receivable, net $ 114.7 $ 138.4

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
INVENTORIES	INVENTORIES Inventories consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) New vehicles $ 780.2 $ 720.6 Used vehicles 146.5 132.7 Parts and accessories 42.4 41.6 Total inventories $ 969.1 $ 894.9 The lower of cost or market reserves reduced total inventories by $6.2 million and $6.5 million as of March 31, 2017 and December 31, 2016 , respectively. As of March 31, 2017 and December 31, 2016 , certain automobile manufacturer incentives reduced new vehicle inventory cost by $9.5 million and $8.2 million , respectively, and reduced new vehicle cost of sales from continuing operations for the three months ended March 31, 2017 and 2016 by $9.6 million and $9.4 million , respectively.

ASSETS AND LIABILITIES HELD FOR

ASSETS AND LIABILITIES HELD FOR SALE	3 Months Ended
	Mar. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
ASSETS HELD FOR SALE	ASSETS AND LIABILITIES HELD FOR SALE During the three months ended March 31, 2017 , we reclassified one vacant property with a net book value of $2.0 million to Assets Held for Sale. Assets held for sale, comprising real estate not currently used in our operations, totaled $18.3 million and $16.1 million as of March 31, 2017 and December 31, 2016 , respectively, and there were no liabilities associated with these real estate assets held for sale as of March 31, 2017 or December 31, 2016 . During the three months ended March 31, 2016, we recorded $1.5 million of impairment expense based on a third-party broker opinion of value. This impairment expense was recorded in Other Operating Expense, net in our accompanying Condensed Consolidated Statements of Income.

FLOOR PLAN NOTES PAYABLE

FLOOR PLAN NOTES PAYABLE	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
FLOOR PLAN NOTES PAYABLE	FLOOR PLAN NOTES PAYABLE Floor plan notes payable consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) Floor plan notes payable—trade $ 141.1 $ 120.0 Floor plan notes payable offset account (12.7 ) (11.7 ) Total floor plan notes payable—trade, net $ 128.4 $ 108.3 Floor plan notes payable—non-trade $ 725.3 $ 732.7 Floor plan notes payable offset account (42.1 ) (59.2 ) Total floor plan notes payable—non-trade, net $ 683.2 $ 673.5 We have established a floor plan offset account with Ford Motor Credit Company which allows us to transfer cash to the account as an offset of our outstanding Floor Plan Notes Payable—Trade, net. Additionally, we have a similar floor plan offset account with Bank of America which allows us to offset our outstanding Floor Plan Notes Payable—Non-Trade, net. These accounts allow us to transfer cash to 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 accounts into our operating cash accounts within one to two days. As of March 31, 2017 and December 31, 2016 we had $54.8 million and $70.9 million , respectively, in these floor plan offset accounts.

LONG-TERM DEBT

LONG-TERM DEBT	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
LONG-TERM DEBT	LONG-TERM DEBT Long-term debt consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) 6.0% Senior Subordinated Notes due 2024 $ 600.0 $ 600.0 Mortgage notes payable bearing interest at fixed rates 181.1 182.8 Real estate credit agreement 50.7 51.5 Restated master loan agreement 92.4 93.6 Capital lease obligations 3.3 3.4 Total debt outstanding 927.5 931.3 Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024 7.4 7.6 Less—debt issuance costs (11.9 ) (12.2 ) Long-term debt, including current portion 923.0 926.7 Less—current portion, net of current portion of debt issuance costs (14.1 ) (14.0 ) Long-term debt $ 908.9 $ 912.7 We are a holding company with no independent assets or operations. For all relevant periods presented, our 6.0% Senior Subordinated Notes due 2024 (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 March 31, 2017 , 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	3 Months Ended
	Mar. 31, 2017
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 certain real estate properties on a non-recurring basis. 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 the fair value of certain non-financial assets and non-financial liabilities in purchase acquisitions and those used in the assessment of impairment for manufacturer franchise rights. 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 March 31, 2017 December 31, 2016 (In millions) Carrying Value: 6.0% Senior Subordinated Notes due 2024 $ 607.4 $ 607.6 Mortgage notes payable 324.2 327.9 Total carrying value $ 931.6 $ 935.5 Fair Value: 6.0% Senior Subordinated Notes due 2024 $ 622.5 $ 613.5 Mortgage notes payable 325.8 339.5 Total fair value $ 948.3 $ 953.0 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 $94.3 million as of March 31, 2017 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 March 31, 2017 was $63.0 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 March 31, 2017 and December 31, 2016 , were $2.9 million and $3.6 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 March 31, 2017 December 31, 2016 (In millions) Accounts payable and accrued liabilities $ 1.7 $ 2.2 Other long-term liabilities 1.2 1.4 Total fair value $ 2.9 $ 3.6 Both of our interest rate swaps qualify for cash flow hedge accounting treatment. During the three months ended March 31, 2017 and 2016 , 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, are as follows (in millions): For the Three Months Ended March 31, Results Recognized in Accumulated Other Comprehensive Loss Location of Results Reclassified from Accumulated Other Comprehensive Loss Results Reclassified from Accumulated Other Comprehensive Loss 2017 $ 0.1 Swap interest expense $ (0.6 ) 2016 $ (4.9 ) Swap interest expense $ (0.8 ) On the basis of yield curve conditions as of March 31, 2017 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 $1.7 million .

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	3 Months Ended
	Mar. 31, 2017
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	SUPPLEMENTAL CASH FLOW INFORMATION During the three months ended March 31, 2017 and 2016 , we made interest payments, including amounts capitalized, totaling $9.5 million and $9.0 million , respectively. Included in these interest payments are $5.2 million and $3.9 million , of floor plan interest payments during the three months ended March 31, 2017 and 2016 , respectively. During the three months ended March 31, 2017 and 2016 , no material income tax payments were made. During the three months ended March 31, 2017 , we received refunds totaling $2.0 million . During the three months ended March 31, 2017 and 2016 , we transferred $31.9 million and $27.9 million , respectively, of loaner vehicles from Other Current Assets to Inventory on our Condensed Consolidated Balance Sheets.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
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 $13.3 million of letters of credit outstanding as of March 31, 2017 , which are required by certain of our insurance providers. In addition, as of March 31, 2017 , 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.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
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,
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, 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, in the accompanying Condensed Consolidated Statements of Income. 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. Additionally, we participate in future profits associated with the performance of the third-party held underlying portfolio for certain products, pursuant to retrospective commission arrangements. Our retrospective portfolio income is recorded as revenue at the time it is received from our third-party providers.
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 assets and liabilities associated with pending dealership disposals, real estate not currently used in our operations that we are actively marketing to sell, and 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 related to real estate properties.
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 financing activities 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 borrowing 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 "2016 Senior Credit Facility"). 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 March 2016, the FASB issued Accounting Standard Update ("ASU") 2016-09, Compensation—Stock Compensation (Topic 718), to simplify certain aspects of the accounting for share-based payment transactions to employees. The new standard requires excess tax benefits and tax deficiencies to be recorded in the statements of income as a component of the provision for income taxes when stock awards vest or are settled. In addition, it eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the consolidated statements of cash flows. The standard also provides an accounting policy election to account for forfeitures as they occur, allows us to withhold more of an employee’s vesting shares for tax withholding purposes without triggering liability accounting, and clarifies that all cash payments made to tax authorities on an employee’s behalf for withheld shares should be presented as a financing activity on our statements of cash flows. We adopted the new standard January 1, 2017, upon which excess tax benefits or deficiencies from share-based award activity were reflected in the Condensed Consolidated Statements of Income as a component of the provision for income taxes, whereas they previously were recognized in equity. We also elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The adoption of ASU 2016-09 resulted in a cumulative-effect adjustment increasing retained earnings by $0.5 million as of January 1, 2017, related to our election to account for forfeitures as they occur. We adopted the aspects of the standard affecting the cash flow presentation retrospectively, and accordingly, to conform to the current year presentation, we reclassified $0.2 million of excess tax benefits under financing activities to operating activities for the three months ended March 31, 2016 in our Condensed Consolidated Statements of Cash Flows. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact on any of the periods presented on our consolidated statements of cash flows since such cash flows have historically been presented as a financing activity. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, changing the subsequent measurement guidance from the lower of cost or market to the lower of cost and 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. The adoption of this new standard, beginning January 1, 2017, did not have an impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), a new standard on revenue recognition. Further, the FASB has issued a number of additional ASU's regarding the new revenue recognition standard. The new standard, as amended, 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. We have performed a preliminary evaluation of this standard and plan to adopt it effective January 1, 2018. We cannot currently estimate the impact of the change upon adoption of this standard and will continue to review the impact of this standard on potential disclosure changes in our financial statements, as well as which transition approach will be applied. Our evaluation of this standard will continue through the date of adoption. 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. A modified retrospective approach is required and early adoption of this standard is permitted. While we are still evaluating the impact of this standard, we expect that the right-of-use assets and the associated lease liabilities will be material to our financial statements. We plan to adopt this standard effective January 1, 2019.

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of Business Acquisitions	Below is the preliminary allocation of purchase price for the acquisitions completed during the three months ended March 31, 2017 . We have not finished our final assessments of third party real estate appraisals and our internal valuation of manufacturer franchise rights and the assignment of goodwill to reporting units. The $38.9 million of goodwill and manufacturer rights associated with our acquisitions will be deductible for federal and state income tax purposes ratably over a 15 year period. As of March 31, 2017 (In millions) Inventory $ 25.9 Real estate 12.2 Property and equipment 1.4 Goodwill 32.6 Manufacturer franchise rights 6.3 Loaner and rental vehicles 3.2 Liabilities assumed (1.5 ) Total purchase price $ 80.1

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
Schedule of Accounts Receivable	Accounts receivable consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) Vehicle receivables $ 38.7 $ 53.2 Manufacturer receivables 41.4 45.5 Other receivables 36.1 41.6 Total accounts receivable 116.2 140.3 Less—Allowance for doubtful accounts (1.5 ) (1.9 ) Accounts receivable, net $ 114.7 $ 138.4

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventories consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) New vehicles $ 780.2 $ 720.6 Used vehicles 146.5 132.7 Parts and accessories 42.4 41.6 Total inventories $ 969.1 $ 894.9

FLOOR PLAN NOTES PAYABLE (Table

FLOOR PLAN NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Floor Plan Notes Payable	Floor plan notes payable consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) Floor plan notes payable—trade $ 141.1 $ 120.0 Floor plan notes payable offset account (12.7 ) (11.7 ) Total floor plan notes payable—trade, net $ 128.4 $ 108.3 Floor plan notes payable—non-trade $ 725.3 $ 732.7 Floor plan notes payable offset account (42.1 ) (59.2 ) Total floor plan notes payable—non-trade, net $ 683.2 $ 673.5

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following: As of March 31, 2017 December 31, 2016 (In millions) 6.0% Senior Subordinated Notes due 2024 $ 600.0 $ 600.0 Mortgage notes payable bearing interest at fixed rates 181.1 182.8 Real estate credit agreement 50.7 51.5 Restated master loan agreement 92.4 93.6 Capital lease obligations 3.3 3.4 Total debt outstanding 927.5 931.3 Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024 7.4 7.6 Less—debt issuance costs (11.9 ) (12.2 ) Long-term debt, including current portion 923.0 926.7 Less—current portion, net of current portion of debt issuance costs (14.1 ) (14.0 ) Long-term debt $ 908.9 $ 912.7

FINANCIAL INSTRUMENTS AND FAI24

FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 December 31, 2016 (In millions) Carrying Value: 6.0% Senior Subordinated Notes due 2024 $ 607.4 $ 607.6 Mortgage notes payable 324.2 327.9 Total carrying value $ 931.6 $ 935.5 Fair Value: 6.0% Senior Subordinated Notes due 2024 $ 622.5 $ 613.5 Mortgage notes payable 325.8 339.5 Total fair value $ 948.3 $ 953.0
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 March 31, 2017 December 31, 2016 (In millions) Accounts payable and accrued liabilities $ 1.7 $ 2.2 Other long-term liabilities 1.2 1.4 Total fair value $ 2.9 $ 3.6
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, are as follows (in millions): For the Three Months Ended March 31, Results Recognized in Accumulated Other Comprehensive Loss Location of Results Reclassified from Accumulated Other Comprehensive Loss Results Reclassified from Accumulated Other Comprehensive Loss 2017 $ 0.1 Swap interest expense $ (0.6 ) 2016 $ (4.9 ) Swap interest expense $ (0.8 )

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details)	Mar. 31, 2017VehicleBrandsstoreFranchisesMetropolitanMarketsstatesDealershipLocationsCollisionRepairCenters
Business Organization [Line Items]
Number of franchises (in franchises) | Franchises	96
Number of dealership locations (in dealership locations) | DealershipLocations	80
Number of metropolitan markets (in metropolitan markets) | MetropolitanMarkets	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	24
Florida [Member]
Business Organization [Line Items]
Number of stores (in stores) | store	2
Mid-line Import Brands [Member]
Business Organization [Line Items]
Weighted brand mix (percent)	46.00%
Luxury Brands [Member]
Business Organization [Line Items]
Weighted brand mix (percent)	33.00%
Domestic Brands [Member]
Business Organization [Line Items]
Weighted brand mix (percent)	21.00%

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Accounting Policies [Line Items]
Share-based compensation, excess tax benefit, amount		$ 0.2
Accounting Standards Update 2016-09 [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | Retained Earnings [Member]
Accounting Policies [Line Items]
Cumulative effect of new accounting principle in period of adoption			$ 0.5
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 (Narrative) (Detai

ACQUISITIONS (Narrative) (Details) - Series of Individually Immaterial Business Acquisitions [Member] $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)FranchisesDealershipLocations
Business Acquisition [Line Items]
Number of franchises acquired (in franchises) | Franchises	2
Number of dealership locations acquired (in dealership locations) | DealershipLocations	2
Aggregate purchase price	$ 80.1
Cash paid for acquisition	55
Floor plan borrowings for puchase of related inventory	25.1
Acquisitions	$ 38.9
Goodwill and manufacturer franchise rights, period for federal and state tax deductions	15 years

ACQUISITIONS (Purchase Price Al

ACQUISITIONS (Purchase Price Allocation) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Goodwill	$ 160.7	$ 128.1
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Inventory	25.9
Real Estate	12.2
Property and equipment	1.4
Goodwill	32.6
Manufacturer franchise rights	6.3
Loaner and rental vehicles	3.2
Liabilities assumed	(1.5)
Total purchase price	$ 80.1

ACCOUNTS RECEIVABLE (Details)

ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 116.2	$ 140.3
Less—Allowance for doubtful accounts	(1.5)	(1.9)
Accounts receivable, net	114.7	138.4
Vehicle Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	38.7	53.2
Manufacturer Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	41.4	45.5
Other Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 36.1	$ 41.6

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Components of Inventory [Line Items]
Total inventories	$ 969.1		$ 894.9
Lower of cost or market inventory reserves	6.2		6.5
New Vehicles [Member]
Components of Inventory [Line Items]
Total inventories	780.2		720.6
Reduction of new vehicle inventory cost by automobile manufacturer incentives	9.5		8.2
Reduction to cost of sales	9.6	$ 9.4
Used Vehicles [Member]
Components of Inventory [Line Items]
Total inventories	146.5		132.7
Parts and Accessories [Member]
Components of Inventory [Line Items]
Total inventories	$ 42.4		$ 41.6

ASSETS AND LIABILITIES HELD F31

ASSETS AND LIABILITIES HELD FOR SALE (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)property	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Long Lived Assets Held-for-sale [Line Items]
Real estate held-for-sale	$ 18.3		$ 16.1
Impairment expenses	$ 0	$ 1.5
Vacant Property [Member] | Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of real estate properties | property	1
Real estate held-for-sale	$ 2

FLOOR PLAN NOTES PAYABLE (Detai

FLOOR PLAN NOTES PAYABLE (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Floor plan notes payable—trade	$ 141.1	$ 120
Floor plan notes payable offset account	(12.7)	(11.7)
Total floor plan notes payable—trade, net	128.4	108.3
Floor plan notes payable—non-trade	725.3	732.7
Floor plan notes payable offset account	(42.1)	(59.2)
Total floor plan notes payable—non-trade, net	683.2	673.5
Floor plan notes payable, offsets	$ 54.8	$ 70.9

LONG-TERM DEBT (Schedule of Lon

LONG-TERM DEBT (Schedule of Long-Term Debt) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Capital lease obligations	$ 3.3	$ 3.4
Total debt outstanding	927.5	931.3
Add—unamortized premium on 6.0% Senior Subordinated Notes due 2024	7.4	7.6
Less—debt issuance costs	(11.9)	(12.2)
Long-term debt, including current portion	923	926.7
Less—current portion, net of current portion of debt issuance costs	(14.1)	(14)
Long-term debt	908.9	912.7
Mortgages [Member]
Debt Instrument [Line Items]
Long-term debt, gross	181.1	182.8
Real Estate Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, gross	50.7	51.5
Restated Master Loan Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, gross	92.4	93.6
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%

FINANCIAL INSTRUMENTS AND FAI34

FINANCIAL INSTRUMENTS AND FAIR VALUE FINANCIAL INSTRUMENTS AND FAIR VALUE (Narrative) (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016	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	$ (2,900,000)	$ (3,600,000)
New Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional principal amount of derivative liability	94,300,000		$ 100,000,000
Notional principal amount of derivative liability, at maturity			$ 53,100,000
Interest Rate Swap [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional principal amount of derivative liability	63,000,000			$ 75,000,000
Notional principal amount of derivative liability, at maturity				$ 38,700,000
Fair value of interest rate swaps	2,900,000	$ 3,600,000
Interest rate swap, net loss amount expected to be reclassified in the next twelve months	$ (1,700,000)

FINANCIAL INSTRUMENTS AND FAI35

FINANCIAL INSTRUMENTS AND FAIR VALUE (Summary of Carrying Values and Fair Values of Debt) (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total carrying value	$ 931.6	$ 935.5
Total fair value	948.3	953
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	607.4	607.6
Total fair value	$ 622.5	613.5
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	$ 324.2	327.9
Total fair value	$ 325.8	$ 339.5

FINANCIAL INSTRUMENTS AND FAI36

FINANCIAL INSTRUMENTS AND FAIR VALUE (Schedule of Fair value of Interest Rate Swaps) (Details) - Interest Rate Swap [Member] - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps	$ 2.9	$ 3.6
Accounts Payable and Accrued Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps	1.7	2.2
Other Long-Term Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swaps	$ 1.2	$ 1.4

FINANCIAL INSTRUMENTS AND FAI37

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
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Results Recognized in Accumulated Other Comprehensive Loss (Effective Portion)	$ 0.1	$ (4.9)
Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Results Reclassified from Accumulated Other Comprehensive Loss to Earnings	$ (0.6)	$ (0.8)

SUPPLEMENTAL CASH FLOW INFORM38

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Supplemental Cash Flow Information [Abstract]
Interest payments made including amounts capitalized	$ 9.5	$ 9
Cash paid during the period related to floor plan interest	5.2	3.9
Income tax refunds	2
Loaner vehicles transferred from other current assets to inventory	$ 31.9	$ 27.9

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - Guarantee Obligations [Member] $ in Millions	Mar. 31, 2017USD ($)
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	$ 13.3