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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2017
Fair Value Disclosures [Abstract] |
Fair Value Measurements | 11. Fair Value Measurements In determining fair value, Sonic uses various valuation approaches including market, income and/or cost approaches. “Fair Value Measurements and Disclosures” in the ASC establishes 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 sources independent of Sonic. Unobservable inputs are inputs that reflect Sonic’s 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 Sonic has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded, including Sonic’s stock or public bonds. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Assets and liabilities utilizing Level 2 inputs include cash flow swap instruments and deferred compensation plan balances. 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, those used in assessing impairment of property, plant and equipment and other intangibles and those used in the reporting unit valuation in the annual goodwill impairment evaluation. 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 by Sonic in determining fair value is greatest for assets and liabilities 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 (Level 3 being the lowest level) that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, Sonic’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. Sonic uses inputs that are current as of the measurement date, including during periods when the market may be abnormally high or abnormally low. Accordingly, fair value measurements can be volatile based on various factors that may or may not be within Sonic’s control. Assets and liabilities recorded at fair value in the accompanying consolidated balance sheets as of December 31, 2017 and 2016 are as follows:
|  | Fair Value Based on Significant Other Observable Inputs (Level 2) |  |
|  | December 31, 2017 |  |  | December 31, 2016 |  |
|  | (In thousands) |  |
Assets: |  |  |  |  |  |  |  |  |
Cash surrender value of life insurance policies (1) |  | $ | 33,747 |  |  | $ | 31,475 |  |
Cash flow swaps and interest rate caps designated as hedges (2) |  |  | 5,968 |  |  |  | 2,772 |  |
Total assets |  | $ | 39,715 |  |  | $ | 34,247 |  |
Liabilities: |  |  |  |  |  |  |  |  |
Cash flow swaps designated as hedges (3) |  | $ | 1,286 |  |  | $ | 6,135 |  |
Cash flow swaps not designated as hedges (4) |  |  | - |  |  |  | 346 |  |
Deferred compensation plan (5) |  |  | 18,417 |  |  |  | 14,824 |  |
Total liabilities |  | $ | 19,703 |  |  | $ | 21,305 |  |
(1) | Included in other assets in the accompanying consolidated balance sheets.
(2) | As of December 31, 2017, approximately $0.9 million and $5.1 million were included in other current assets and other assets, respectively, in the accompanying consolidated balance sheets. As of December 31, 2016, approximately $2.8 million was included in other assets in the accompanying consolidated balance sheets.
(3) | As of December 31, 2017, approximately $1.0 million and $0.3 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets. As of December 31, 2016, approximately $3.7 million and $2.4 million were included in other accrued liabilities and other long-term liabilities, respectively, in the accompanying consolidated balance sheets.
(4) | Included in other accrued liabilities in the accompanying consolidated balance sheets.
(5) | Included in other long-term liabilities in the accompanying consolidated balance sheets.
The carrying value of assets and liabilities measured at fair value on a non-recurring basis but not completely adjusted to fair value in the accompanying consolidated balance sheets as of December 31, 2017, are included in the table below. Certain components of long-lived assets held and used have been adjusted to fair value through impairment charges as discussed in Note 4, “Property and Equipment” and Note 5, “Intangible Assets and Goodwill.”
|  |  |  |  |  | Significant |  |  |  |  |
|  |  |  |  |  | Unobservable |  |  | Total Gains / |
|  |  |  |  |  | Inputs |  |  | (Losses) for the |
|  | Balance as of |  |  | (Level 3) as of |  |  | Year Ended |
|  | December 31, 2017 |  |  | December 31, 2017 |  |  | December 31, 2017 |
|  | (In thousands) |
Long-lived assets held and used (1) |  | $ | 1,146,881 |  |  | $ | 1,146,881 |  |  | $ | (4,894 | )
Goodwill (2) |  | $ | 525,780 |  |  | $ | 525,780 |  |  | $ | (899 | )
Franchise assets (2) |  | $ | 69,900 |  |  | $ | 69,900 |  |  | $ | (3,600 | )
(1) | See Note 1, “Description of Business and Summary of Significant Accounting Policies,” and Note 4, “Property and Equipment,” for discussion.
(2) | See Note 1, “Description of Business and Summary of Significant Accounting Policies,” and Note 5, “Intangible Assets and Goodwill,” for discussion.
As of December 31, 2017 and 2016, the fair values of Sonic’s financial instruments, including receivables, notes receivable from finance contracts, notes payable - floor plan, trade accounts payable, borrowings under the revolving credit facilities and certain mortgage notes, approximate their carrying values due either to length of maturity or existence of variable interest rates that approximate prevailing market rates. The fair value and carrying value of Sonic’s fixed rate long-term debt were as follows:
|  | December 31, 2017 |  |  | December 31, 2016 |
|  | Fair Value |  |  | Carrying Value |  |  | Fair Value |  |  | Carrying Value |
|  | (In thousands) |
7.0% Notes (1) (2) |  | $ | - |  |  | $ | - |  |  | $ | 211,000 |  |  | $ | 198,871 |
5.0% Notes (1) |  | $ | 279,148 |  |  | $ | 289,273 |  |  | $ | 284,934 |  |  | $ | 289,273 |
6.125% Notes (1) |  | $ | 248,750 |  |  | $ | 250,000 |  |  | $ | - |  |  | $ | - |
Mortgage Notes (3) |  | $ | 203,031 |  |  | $ | 199,972 |  |  | $ | 185,979 |  |  | $ | 176,369 |
Other (3) |  | $ | 3,760 |  |  | $ | 3,947 |  |  | $ | 4,057 |  |  | $ | 4,280 |
(1) | As determined by market quotations as of December 31, 2017 and 2016, respectively (Level 1).
(2) | Sonic repurchased all of the 7.0% Notes outstanding on March 27, 2017.
(3) | As determined by discounted cash flows (Level 3).

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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