Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of October 17, 2014, there were 39,145,916 shares of Class A Common Stock and 12,029,375 shares of Class B Common Stock outstanding.


	Third Quarter Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	(Dollars and shares in thousands, except per share amounts)
Revenues:
New vehicles	$	1,327,837		$	1,261,270		$	3,773,234		$	3,651,486
Used vehicles		583,570			559,848			1,747,254			1,625,006
Wholesale vehicles		41,433			42,731			127,797			134,556
Total vehicles		1,952,840			1,863,849			5,648,285			5,411,048
Parts, service and collision repair		325,740			309,600			973,646			913,290
Finance, insurance and other, net		77,024			68,747			223,340			203,461
Total revenues		2,355,604			2,242,196			6,845,271			6,527,799
Cost of Sales:
New vehicles		(1,258,811	)		(1,188,862	)		(3,563,342	)		(3,444,818	)
Used vehicles		(542,325	)		(520,872	)		(1,627,842	)		(1,510,391	)
Wholesale vehicles		(42,519	)		(45,928	)		(130,290	)		(140,899	)
Total vehicles		(1,843,655	)		(1,755,662	)		(5,321,474	)		(5,096,108	)
Parts, service and collision repair		(170,460	)		(160,453	)		(506,361	)		(468,784	)
Total cost of sales		(2,014,115	)		(1,916,115	)		(5,827,835	)		(5,564,892	)
Gross profit		341,489			326,081			1,017,436			962,907
Selling, general and administrative expenses		(270,144	)		(254,564	)		(803,031	)		(748,479	)
Impairment charges		(208	)		(18	)		(215	)		(69	)
Depreciation and amortization		(14,235	)		(13,744	)		(43,047	)		(39,020	)
Operating income (loss)		56,902			57,755			171,143			175,339
Other income (expense):
Interest expense, floor plan		(4,406	)		(5,463	)		(13,941	)		(16,267	)
Interest expense, other, net		(12,893	)		(13,553	)		(40,576	)		(42,302	)
Other income (expense), net		(1	)		29			98			(28,143	)
Total other income (expense)		(17,300	)		(18,987	)		(54,419	)		(86,712	)
Income (loss) from continuing operations before taxes		39,602			38,768			116,724			88,627
Provision for income taxes - benefit (expense)		(15,045	)		(14,066	)		(45,122	)		(33,510	)
Income (loss) from continuing operations		24,557			24,702			71,602			55,117
Discontinued operations:
Income (loss) from operations and the sale of dealerships		254			(2,057	)		(838	)		(2,434	)
Income tax benefit (expense)		(99	)		682			327			852
Income (loss) from discontinued operations		155			(1,375	)		(511	)		(1,582	)
Net income (loss)	$	24,712		$	23,327		$	71,091		$	53,535

Basic earnings (loss) per common share:
Earnings (loss) per share from continuing operations	$	0.47		$	0.47		$	1.36		$	1.04
Earnings (loss) per share from discontinued operations		-			(0.03	)		(0.01	)		(0.03	)
Earnings (loss) per common share	$	0.47		$	0.44		$	1.35		$	1.01
Weighted average common shares outstanding		52,070			52,553			52,333			52,578

Diluted earnings (loss) per common share:
Earnings (loss) per share from continuing operations	$	0.47		$	0.46		$	1.35		$	1.03
Earnings (loss) per share from discontinued operations		-			(0.02	)		(0.01	)		(0.03	)
Earnings (loss) per common share	$	0.47		$	0.44		$	1.34		$	1.00
Weighted average common shares outstanding		52,553			52,918			52,808			52,930

Dividends declared per common share	$	0.025		$	0.025		$	0.075		$	0.075


	Third Quarter Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
				(Dollars in thousands)

Net income (loss)	$	24,712		$	23,327		$	71,091		$	53,535

Other comprehensive income (loss) before taxes:
Change in fair value of interest rate swap agreements		4,037			350			5,223			13,377
Provision for income tax benefit (expense) related to
components of other comprehensive income (loss)		(1,534	)		(133	)		(1,985	)		(5,083	)
Other comprehensive income (loss)		2,503			217			3,238			8,294
Comprehensive income (loss)	$	27,215		$	23,544		$	74,329		$	61,829


	September 30,			December 31,
	2014			2013
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,664		$	3,016
Receivables, net		270,386			354,138
Inventories		1,203,394			1,282,138
Assets held for sale		14,811			4,101
Other current assets		137,271			88,792
Total current assets		1,627,526			1,732,185
Property and Equipment, net		742,081			702,011
Goodwill		474,088			476,315
Other Intangible Assets, net		82,449			87,866
Other Assets		57,769			52,793
Total Assets	$	2,983,913		$	3,051,170

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable - floor plan - trade	$	630,667		$	681,030
Notes payable - floor plan - non-trade		462,703			570,661
Trade accounts payable		102,806			126,025
Accrued interest		12,163			12,653
Other accrued liabilities		200,839			185,951
Liabilities associated with assets held for sale - non-trade		6,587			-
Current maturities of long-term debt		24,018			18,216
Total current liabilities		1,439,783			1,594,536
Long-Term Debt		759,463			730,157
Other Long-Term Liabilities		71,476			81,286
Deferred Income Taxes		59,620			31,552
Commitments and Contingencies
Stockholders' Equity:
Class A convertible preferred stock, none issued		-			-
Class A common stock, $0.01 par value; 100,000,000 shares authorized;
62,006,636 shares issued and 39,438,090 shares outstanding at
September 30, 2014; 61,584,248 shares issued and 40,683,984 shares
outstanding at December 31, 2013		620			616
Class B common stock; $0.01 par value; 30,000,000 shares authorized;
12,029,375 shares issued and outstanding at September 30, 2014
and December 31, 2013		121			121
Paid-in capital		694,869			685,782
Retained earnings		351,507			284,368
Accumulated other comprehensive income (loss)		(5,344	)		(8,582	)
Treasury stock, at cost; 22,568,546 Class A shares held
at September 30, 2014 and 20,900,264 Class A shares
held at December 31, 2013		(388,202	)		(348,666	)
Total Stockholders' Equity		653,571			613,639
Total Liabilities and Stockholders' Equity	$	2,983,913		$	3,051,170

																				Accumulated
	Class A				Class A						Class B									Other			Total
	Common Stock				Treasury Stock						Common Stock				Paid-In		Retained			Comprehensive			Stockholders'
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Earnings			Income (Loss)			Equity
	(Dollars and shares in thousands)

Balance at December 31, 2013		61,584	$	616		(20,900	)	$	(348,666	)		12,029	$	121	$	685,782	$	284,368		$	(8,582	)	$	613,639
Shares awarded under stock
compensation plans		403		4		-			-			-		-		2,548		-			-			2,552
Purchases of treasury stock		-		-		(1,669	)		(39,536	)		-		-		-		-			-			(39,536	)
Income tax benefit associated with
stock compensation plans		-		-		-			-			-		-		336		-			-			336
Fair value of interest rate swap
agreements, net of tax
expense of $1,985		-		-		-			-			-		-		-		-			3,238			3,238
Restricted stock amortization		-		-		-			-			-		-		6,203		-			-			6,203
Other		20		-		-			-			-		-		-		-			-			-
Net income (loss)		-		-		-			-			-		-		-		71,091			-			71,091
Dividends ($0.075 per share)		-		-		-			-			-		-		-		(3,952	)		-			(3,952	)
Balance at September 30, 2014		62,007	$	620		(22,569	)	$	(388,202	)		12,029	$	121	$	694,869	$	351,507		$	(5,344	)	$	653,571

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

		Page
PART I – FINANCIAL INFORMATION			3

ITEM 1.	Financial Statements		3

	Unaudited Condensed Consolidated Statements of Income – Third Quarter and Nine Months Ended September 30, 2014 and September 30, 2013		3

	Unaudited Condensed Consolidated Statements of Comprehensive Income – Third Quarter and Nine Months Ended September 30, 2014 and September 30, 2013		4

	Unaudited Condensed Consolidated Balance Sheets – September 30, 2014 and December 31, 2013		5

	Unaudited Condensed Consolidated Statement of Stockholders’ Equity – Nine Months Ended September 30, 2014		6

	Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2014 and September 30, 2013		7

	Notes to Unaudited Condensed Consolidated Financial Statements		8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		42

ITEM 4.	Controls and Procedures		43

PART II – OTHER INFORMATION			44

ITEM 1A.	Risk Factors		44

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		45

ITEM 6.	Exhibits		46

SIGNATURES			48

EXHIBIT INDEX			49

	Nine Months Ended September 30,
	2014		2013
	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	71,091	$	53,535
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment		43,042		39,048
Provision for bad debt expense		331		125
Other amortization		987