Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported):			October 29, 2024

Penske Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-12297

22-3086739

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

2555 Telegraph Road,

Bloomfield Hills, Michigan

48302

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

248-648-2500

Not Applicable

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Voting Common Stock, par value $0.0001 per share	PAG	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2024, we issued a press release announcing our third quarter 2024 financial results and other information. A copy of the press release is furnished as Exhibit 99.1.

The information contained in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 is incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index



Exhibit No.						Description
99.1						Press Release.
104						Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Penske Automotive Group, Inc.

October 29, 2024	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Executive Vice President




FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE GROUP REPORTS QUARTERLY RESULTS

Quarterly Revenue Increases 2% to $7.6 Billion

Record Quarterly Retail Automotive Service and Parts Revenue of $778.0 Million, up 14%

Same-Store Retail Automotive Service and Parts Revenue up 7% and Related Gross Profit up 6%

Earnings Before Taxes of $304.4 Million and Earnings Per Share of $3.39

BLOOMFIELD HILLS, MI, October 29, 2024 – Penske Automotive Group, Inc. (NYSE: PAG), a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers, today announced quarterly results for the third quarter of 2024. For the quarter, revenue increased 2% from the third quarter of 2023 to $7.6 billion. Net income attributable to common stockholders was $226.1 million compared to $263.4 million in the prior year period, and related earnings per share was $3.39 compared to $3.92 for the same period in 2023. Foreign currency exchange positively impacted revenue by $69.0 million, net income attributable to common stockholders by $1.7 million, and earnings per share by $0.03.

Third Quarter 2024 Operating Highlights Compared to Third Quarter 2023

•New and Used Retail Automotive Units Delivered – decreased 4%

•New Vehicle +5%; Used Vehicle -13%

•Retail Automotive Same-Store Revenue – decreased 5%

•New Vehicle -1%; Used Vehicle -12%; Finance & Insurance -9%; Service & Parts +7%

•New and Used Retail Commercial Truck Units – increased 14%

•New Vehicle +16%; Used Vehicle +5%

•Retail Commercial Truck Same-Store Revenue – increased 5%

•New Vehicle +11%; Used Vehicle -13%; Finance & Insurance -27%; Service & Parts -5%

Third Quarter 2024 Performance

During the third quarter, retail automotive service and parts revenue increased 14% to a record $778.0 million. New and used automotive gross profit per unit retailed remained strong, and variable gross profit per unit retailed increased sequentially when compared to the second quarter of 2024 by $8. In addition, when compared to the same sequential period, equity earnings from the Company’s investment in Penske Transportation Solutions increased 14%.

Commenting on the Company's financial results, Chair and CEO Roger Penske said, "I am pleased with our financial performance during the third quarter, despite the impact from the stop sale of certain vehicles and the residual impact from the CDK Cyber Security incident. New and used retail automotive gross profit per unit remained strong, retail automotive service and parts performed at record levels, the retail commercial truck business performed well, selling, general, and administrative expenses remained well controlled, and the equity income from Penske Transportation Solutions increased 14% sequentially despite continued freight challenges."


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For the nine months ended September 30, 2024, revenue increased 2% to $22.7 billion. Net income attributable to common stockholders was $682.5 million compared to $862.5 million in the prior year period, and related earnings per share was $10.20 compared to $12.64 for the same period in 2023. Foreign currency exchange positively impacted revenue by $166.2 million, net income attributable to common stockholders by $2.7 million, and earnings per share by $0.04.

Retail Automotive Dealerships

For the three months ended September 30, 2024, total new units delivered increased 5% and used units delivered decreased 13%. During 2024, the Company transitioned its U.K. based CarShop locations to Sytner Select dealerships. These dealerships sell fewer units which contributed to the 13% decline in used vehicles retailed during the third quarter. Excluding these U.K. used only vehicle dealerships, used vehicles retailed would have increased 1%. Same-store retail units declined 7% but only decreased 3% when excluding the U.K. used only vehicle dealerships. Total retail automotive revenue remained flat at $6.3 billion but declined 5% on a same-store basis. Service and parts revenue increased 14% to $778.0 million and increased 7% on a same-store basis. Total retail automotive gross profit increased 2% to $1.0 billion.

Retail Commercial Truck Dealerships

As of September 30, 2024, Premier Truck Group operated 46 North American retail commercial truck locations. For the three months ended September 30, 2024, retail unit sales increased 14% to 6,331. Revenue was $1.1 billion compared to $964.7 million in the same period last year. Earnings before taxes was $56.5 million compared to $61.1 million in the same period in 2023. For the nine months ended September 30, 2024, revenue was $2.7 billion compared to $2.8 billion in the same period last year. Earnings before taxes was $158.7 million compared to $173.7 million in the same period in 2023.

Penske Transportation Solutions Investment

Penske Transportation Solutions ("PTS") is a leading provider of full-service truck leasing, truck rental, contract maintenance, and logistics services. PTS operates a managed fleet with over 442,000 trucks, tractors, and trailers under lease, rental and/or maintenance contracts. Penske Automotive Group has a 28.9% ownership interest in PTS and accounts for its ownership interest using the equity method of accounting. For the three and nine months ended September 30, 2024, the Company recorded $60.3 million and $145.7 million in earnings compared to $84.1 million and $238.3 million for the same periods in 2023. Equity earnings increased by 14% sequentially as full-service leasing and logistics continued to perform well.

Corporate Development, Capital Allocation, Liquidity, and Leverage

During the nine months ended September 30, 2024, the Company repurchased 0.4 million shares of common stock for approximately $58.1 million under our securities repurchase program and also acquired 0.1 million shares of our common stock for $18.4 million from employees in connection with a net share settlement feature of employee equity awards. As of September 30, 2024, $157.4 million remained available under the Company's existing repurchase authority. Additionally, the Board of Directors approved a quarterly dividend of $1.19 per share representing an 11%, or $0.12 per share, increase and represents the fourth increase to the Company’s dividend in 2024 and the 16th consecutive quarterly increase. The dividend is payable on December 3, 2024, to shareholders of record on November 15, 2024. Including this dividend distribution and the Company’s securities repurchases, the Company will have returned approximately $350 million to shareholders in 2024.

In July 2024, we announced the acquisition of Bill Brown Ford, representing $550 million in estimated annualized revenue. Year-to-date 2024, Penske Automotive Group has completed acquisitions representing nearly $2 billion in estimated annualized revenue.

In October 2024, we signed an agreement to acquire a third Porsche dealership in Melbourne, Australia. This dealership will be acquired from Porsche Retail Group Australia Pty Ltd. and will complement the two Porsche dealerships the Company acquired in Melbourne during the second quarter of 2024. The acquisition is expected to add $130 million in estimated


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annualized revenue, bringing the estimated annualized revenue for the three Porsche Dealerships in Melbourne to $260 million. The acquisition is subject to customary conditions and is expected to close by the end of this year.

As of September 30, 2024, the Company had approximately $1.7 billion in liquidity, including $92 million in cash and $1.6 billion of availability under its U.S. and international credit agreements. The Company’s leverage ratio at September 30, 2024 was 1.3x.

Conference Call

Penske Automotive Group will host a conference call discussing financial results relating to the third quarter of 2024 on Tuesday, October 29, 2024, at 1:00 p.m. Eastern Daylight Time. To listen to the conference call, participants must dial (877) 692-8955 [International, please dial (234) 720-6979] using access code 5321074. The call will also be simultaneously broadcast over the Internet, available through the Investors section of the Penske Automotive Group website. Additionally, an investor presentation relating to the third quarter 2024 financial results has been posted to the Investors section of the Company's website. To access the presentation or to listen to the Company's webcast, please refer to www.penskeautomotive.com.

About Penske Automotive

Penske Automotive Group, Inc., (NYSE: PAG) headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. PAG operates dealerships in the United States, the United Kingdom, Canada, Germany, Italy, Japan, and Australia and is one of the largest retailers of commercial trucks in North America for Freightliner. PAG also distributes and retails commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. PAG employs over 28,950 people worldwide. Additionally, PAG owns 28.9% of Penske Transportation Solutions ("PTS"), a business that employs over 44,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 442,000 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts and provides innovative transportation, supply chain, and technology solutions to its customers. PAG is a member of the S&P Mid Cap 400, Fortune 500, Russell 1000, and Russell 3000 indexes. For additional information, including the Company's 2023 Corporate Responsibility Report highlighting its corporate responsibility strategies, activities, and certain metrics, visit the Company's website at www.penskeautomotive.com.

Non-GAAP Financial Measures

This release contains certain non-GAAP financial measures as defined under SEC rules, such as earnings before interest, taxes, depreciation, and amortization ("EBITDA"), adjusted EBITDA, and leverage ratio. The Company has reconciled these measures to the most directly comparable GAAP measures in the release. The Company believes that these widely accepted measures of operating profitability improve the transparency of the Company's disclosures and provide a meaningful presentation of the Company's results from its core business operations excluding the impact of items not related to the Company's ongoing core business operations and improve the period-to-period comparability of the Company's results from its core business operations. These non-GAAP financial measures are not substitutes for GAAP financial results and should only be considered in conjunction with the Company's financial information that is presented in accordance with GAAP.

Caution Concerning Forward Looking Statements

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding Penske Automotive Group, Inc.'s financial performance, acquisition activity, expectations, and future plans. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others, our ability to successfully complete the pending acquisition and satisfy applicable closing conditions, our ability to


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successfully integrate acquired dealerships into our existing operations and obtain certain contemplated synergies, those related to macro-economic, geo-political and industry conditions and events, including their impact on new and used vehicle sales, the availability of consumer credit, changes in consumer demand, consumer confidence levels, fuel prices, demand for trucks to move freight with respect to PTS and PTG, personal discretionary spending levels, interest rates, and unemployment rates; our ability to obtain vehicles and parts from our manufacturers, especially in light of supply chain disruptions due to natural disasters, the shortage of vehicle components, international conflicts, including the war in Ukraine, challenges in sourcing labor, or labor strikes or work stoppages, or other disruptions; changes in the retail model either from direct sales by manufacturers, a transition to an agency model of sales, sales by online competitors, or from the expansion of electric vehicles; disruptions to the security and availability of our information technology systems and those of our third party providers, which systems are increasingly threatened by ransomware and other cyber attacks, the effects of a pandemic on the global economy, including our ability to react effectively to changing business conditions in light of any pandemic; the rate of inflation, including its impact on vehicle affordability; changes in interest rates and foreign currency exchange rates; our ability to consummate, integrate, obtain synergies, and realize returns on our acquisitions; with respect to PTS, changes in the financial health of its customers, labor strikes or work stoppages by its employees, a reduction in PTS' asset utilization rates, continued availability from truck manufacturers and suppliers of vehicles and parts for its fleet, changes in values of used trucks which affects PTS' profitability on truck sales and regulatory risks and related compliance costs, our ability to realize returns on our significant capital investments in new and upgraded dealership facilities; our ability to navigate a rapidly changing automotive and truck landscape; our ability to respond to new or enhanced regulations in both our domestic and international markets relating to dealerships and vehicles sales, including those related to the sales process or emissions standards, as well as changes in consumer sentiment relating to commercial truck sales that may hinder our or PTS' ability to maintain, acquire, sell, or operate trucks; the success of our distribution of commercial vehicles, engines, and power systems; natural disasters; recall initiatives or other disruptions that interrupt the supply of vehicles or parts to us; the outcome of legal and administrative matters, and other factors over which management has limited control. These forward-looking statements should be evaluated together with additional information about Penske Automotive Group's business, markets, conditions, risks, and other uncertainties, which could affect Penske Automotive Group's future performance. The risks and uncertainties discussed above are not exhaustive and additional risk and uncertainties are addressed in Penske Automotive Group's Form 10-K for the year ended December 31, 2023, its Form 10-Q for the quarterly periods ended March 31, 2024, and June 30, 2024, and its other filings with the Securities and Exchange Commission. This press release speaks only as of its date, and Penske Automotive Group disclaims any duty to update the information herein.

Inquiries should contact:



Shelley Hulgrave			Anthony Pordon
Executive Vice President and			Executive Vice President Investor Relations
Chief Financial Officer			and Corporate Development
Penske Automotive Group, Inc.			Penske Automotive Group, Inc.
248-648-2812			248-648-2540
shulgrave@penskeautomotive.com			tpordon@penskeautomotive.com

# # #


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PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Condensed Statements of Income

(Amounts In Millions, Except Per Share Data)

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024		2023		Change		2024		2023		Change
Revenue	$	7,590.8	$	7,447.8	1.9	%	$	22,735.3	$	22,255.3	2.2	%
Cost of Sales	6,347.6		6,227.4		1.9	%	18,982.8		18,509.6		2.6	%
Gross Profit	$	1,243.2	$	1,220.4	1.9	%	$	3,752.5	$	3,745.7	0.2	%
SG&A Expenses	885.2		853.5		3.7	%	2,652.5		2,556.5		3.8	%
Depreciation	40.6		35.4		14.7	%	117.0		103.4		13.2	%
Operating Income	$	317.4	$	331.5	(4.3)	%	$	983.0	$	1,085.8	(9.5)	%
Floor Plan Interest Expense	(50.8)		(35.5)		43.1	%	(142.2)		(94.2)		51.0	%
Other Interest Expense	(22.9)		(24.5)		(6.5)	%	(64.1)		(69.5)		(7.8)	%

Equity in Earnings of Affiliates	60.7		85.0		(28.6)	%	148.0		241.6		(38.7)	%
Income Before Income Taxes	$	304.4	$	356.5	(14.6)	%	$	924.7	$	1,163.7	(20.5)	%
Income Taxes	(77.4)		(92.1)		(16.0)	%	(238.6)		(297.1)		(19.7)	%


Net Income	$	227.0	$	264.4	(14.1)	%	$	686.1	$	866.6	(20.8)	%
Less: Income Attributable to Non-Controlling Interests	0.9		1.0		(10.0)	%	3.6		4.1		(12.2)	%
Net Income Attributable to Common Stockholders	$	226.1	$	263.4	(14.2)	%	$	682.5	$	862.5	(20.9)	%

Amounts Attributable to Common Stockholders:
Net Income	$	227.0	$	264.4	(14.1)	%	$	686.1	$	866.6	(20.8)	%
Less: Income Attributable to Non-Controlling Interests	0.9		1.0		(10.0)	%	3.6		4.1		(12.2)	%


Net Income Attributable to Common Stockholders	$	226.1	$	263.4	(14.2)	%	$	682.5	$	862.5	(20.9)	%

Income Per Share	$	3.39	$	3.92	(13.5)	%	$	10.20	$	12.64	(19.3)	%
Weighted Average Shares Outstanding	66.8		67.3		(0.7)	%	66.9		68.2		(1.9)	%


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PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Condensed Balance Sheets

(Amounts In Millions)

(Unaudited)


	September 30,			December 31,
	2024			2023
Assets:
Cash and Cash Equivalents	$	91.9		$	96.4
Accounts Receivable, Net			1,021.7			1,114.6
Inventories			4,822.4			4,293.1
Other Current Assets			242.8			175.6
Total Current Assets			6,178.8			5,679.7
Property and Equipment, Net			3,019.3			2,765.2
Operating Lease Right-of-Use Assets			2,505.9			2,405.5
Intangibles			3,418.9			2,983.1
Other Long-Term Assets			1,942.5			1,838.0
Total Assets	$	17,065.4		$	15,671.5

Liabilities and Equity:
Floor Plan Notes Payable	$	2,660.6		$	2,255.6
Floor Plan Notes Payable – Non-Trade			1,513.7			1,515.9
Accounts Payable			926.7			866.9
Accrued Expenses and Other Current Liabilities			907.5			809.8
Current Portion Long-Term Debt			745.8			209.7

Total Current Liabilities			6,754.3			5,657.9
Long-Term Debt			1,132.2			1,419.5
Long-Term Operating Lease Liabilities			2,436.6			2,336.0
Other Long-Term Liabilities			1,508.3			1,502.5
Total Liabilities			11,831.4			10,915.9
Equity			5,234.0			4,755.6
Total Liabilities and Equity	$	17,065.4		$	15,671.5


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PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Operations

Selected Data

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Geographic Revenue Mix:
North America	61.2		%	61.2		%	59.2		%	59.7		%
U.K.	29.8		%	31.0		%	31.7		%	32.3		%
Other International	9.0		%	7.8		%	9.1		%	8.0		%
Total	100.0		%	100.0		%	100.0		%	100.0		%

Revenue: (Amounts in Millions)
Retail Automotive	$	6,340.7		$	6,325.4		$	19,434.1		$	19,031.2
Retail Commercial Truck	1,063.3			964.7			2,747.4			2,779.5
Commercial Vehicle Distribution and Other	186.8			157.7			553.8			444.6
Total	$	7,590.8		$	7,447.8		$	22,735.3		$	22,255.3

Gross Profit: (Amounts in Millions)
Retail Automotive	$	1,041.5		$	1,025.3		$	3,173.7		$	3,173.8
Retail Commercial Truck	157.1			155.4			446.4			449.2
Commercial Vehicle Distribution and Other	44.6			39.7			132.4			122.7
Total	$	1,243.2		$	1,220.4		$	3,752.5		$	3,745.7

Gross Margin:
Retail Automotive	16.4		%	16.2		%	16.3		%	16.7		%
Retail Commercial Truck	14.8		%	16.1		%	16.2		%	16.2		%
Commercial Vehicle Distribution and Other	23.9		%	25.2		%	23.9		%	27.6		%
Total	16.4		%	16.4		%	16.5		%	16.8		%


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Operating Items as a Percentage of Revenue:
Gross Profit	16.4	%	16.4	%	16.5	%	16.8	%
Selling, General and Administrative Expenses	11.7	%	11.5	%	11.7	%	11.5	%
Operating Income	4.2	%	4.5	%	4.3	%	4.9	%
Income Before Income Taxes	4.0	%	4.8	%	4.1	%	5.2	%

Operating Items as a Percentage of Total Gross Profit:
Selling, General and Administrative Expenses	71.2	%	69.9	%	70.7	%	68.3	%
Operating Income	25.5	%	27.2	%	26.2	%	29.0	%


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Amounts in Millions)	2024		2023		2024		2023

EBITDA(1)	$	367.9	$	416.4	$	1,105.8	$	1,336.6
Floor Plan Credits	$	13.4	$	11.7	$	37.3	$	32.8
Rent Expense	$	65.9	$	61.6	$	196.5	$	185.5
_______________________
(1)See the following Non-GAAP reconciliation table.


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PENSKE AUTOMOTIVE GROUP, INC.

Retail Automotive Operations

(Unaudited)


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2024			2023			Change		2024			2023			Change
Retail Automotive Units:
New Retail		49,523			48,060		3.0	%		149,051			145,284		2.6	%
Used Retail		57,738			66,009		(12.5)	%		192,574			199,231		(3.3)	%
Total Retail		107,261			114,069		(6.0)	%		341,625			344,515		(0.8)	%
New Agency		10,290			8,695		18.3	%		29,443			24,559		19.9	%
Total Retail and Agency		117,551			122,764		(4.2)	%		371,068			369,074		0.5	%

Retail Automotive Revenue: (Amounts in Millions)
New Vehicles	$	2,890.2		$	2,742.7		5.4	%	$	8,688.6		$	8,284.1		4.9	%
Used Vehicles		2,123.9			2,322.1		(8.5)	%		6,735.9			6,949.5		(3.1)	%
Finance and Insurance, Net		193.1			210.1		(8.1)	%		607.8			631.0		(3.7)	%
Service and Parts		778.0			685.2		13.5	%		2,276.9			2,053.4		10.9	%
Fleet and Wholesale		355.5			365.3		(2.7)	%		1,124.9			1,113.2		1.1	%
Total Revenue	$	6,340.7		$	6,325.4		0.2	%	$	19,434.1		$	19,031.2		2.1	%

Retail Automotive Gross Profit: (Amounts in Millions)
New Vehicles	$	274.1		$	296.0		(7.4)	%	$	837.5		$	936.6		(10.6)	%
Used Vehicles		108.6			103.2		5.2	%		358.0			349.1		2.5	%
Finance and Insurance, Net		193.1			210.1		(8.1)	%		607.8			631.0		(3.7)	%
Service and Parts		449.8			404.4		11.2	%		1,321.8			1,209.8		9.3	%
Fleet and Wholesale		15.9			11.6		37.1	%		48.6			47.3		2.7	%
Total Gross Profit	$	1,041.5		$	1,025.3		1.6	%	$	3,173.7		$	3,173.8		—	%

Retail Automotive Revenue Per Vehicle Retailed:
New Vehicles (excluding agency)	$	57,879		$	56,653		2.2	%	$	57,840		$	56,676		2.1	%
Used Vehicles		36,785			35,179		4.6	%		34,978			34,882		0.3	%

Retail Automotive Gross Profit Per Vehicle Retailed:
New Vehicles (excluding agency)	$	5,072		$	5,790		(12.4)	%	$	5,202		$	6,122		(15.0)	%
Used Vehicles		1,882			1,564		20.3	%		1,859			1,753		6.0	%
Finance and Insurance (excluding agency)		1,761			1,815		(3.0)	%		1,748			1,809		(3.4)	%
Agency		2,636			2,400		9.8	%		2,470			2,234		10.6	%

Retail Automotive Gross Margin:
New Vehicles		9.5	%		10.8	%	(130)bps			9.6	%		11.3	%	(170)bps
Used Vehicles		5.1	%		4.4	%	+70bps			5.3	%		5.0	%	+30bps
Service and Parts		57.8	%		59.0	%	(120)bps			58.1	%		58.9	%	(80)bps
Fleet and Wholesale		4.5	%		3.2	%	+130bps			4.3	%		4.2	%	+10bps
Total Gross Margin		16.4	%		16.2	%	+20bps			16.3	%		16.7	%	(40)bps

Retail Automotive Revenue Mix Percentages:
New Vehicles		45.6	%		43.4	%	+220bps			44.7	%		43.5	%	+120bps
Used Vehicles		33.5	%		36.7	%	(320)bps			34.7	%		36.5	%	(180)bps
Finance and Insurance, Net		3.0	%		3.3	%	(30)bps			3.1	%		3.3	%	(20)bps
Service and Parts		12.3	%		10.8	%	+150bps			11.7	%		10.8	%	+90bps
Fleet and Wholesale		5.6	%		5.8	%	(20)bps			5.8	%		5.9	%	(10)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Automotive Gross Profit Mix Percentages:
New Vehicles		26.3	%		28.9	%	(260)bps			26.4	%		29.5	%	(310)bps
Used Vehicles		10.4	%		10.1	%	+30bps			11.3	%		11.0	%	+30bps
Finance and Insurance, Net		18.5	%		20.5	%	(200)bps			19.2	%		19.9	%	(70)bps
Service and Parts		43.2	%		39.4	%	+380bps			41.6	%		38.1	%	+350bps
Fleet and Wholesale		1.6	%		1.1	%	+50bps			1.5	%		1.5	%	—bps
Total		100.0	%		100.0	%				100.0	%		100.0	%


			8

PENSKE AUTOMOTIVE GROUP, INC.

Retail Automotive Operations Same-Store

(Unaudited)


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2024			2023			Change		2024			2023			Change
Retail Automotive Same-Store Units:
New Retail		46,189			47,777		(3.3)	%		141,729			144,588		(2.0)	%
Used Retail		53,826			61,520		(12.5)	%		176,794			185,106		(4.5)	%
Total Retail		100,015			109,297		(8.5)	%		318,523			329,694		(3.4)	%
New Agency		9,353			8,678		7.8	%		27,214			24,489		11.1	%
Total Retail and Agency		109,368			117,975		(7.3)	%		345,737			354,183		(2.4)	%

Retail Automotive Same-Store Revenue: (Amounts in Millions)
New Vehicles	$	2,688.4		$	2,724.6		(1.3)	%	$	8,237.9		$	8,246.8		(0.1)	%
Used Vehicles		1,968.2			2,224.7		(11.5)	%		6,246.9			6,652.5		(6.1)	%
Finance and Insurance, Net		186.1			204.8		(9.1)	%		583.8			613.7		(4.9)	%
Service and Parts		730.9			681.5		7.2	%		2,158.5			2,041.3		5.7	%
Fleet and Wholesale		322.1			354.3		(9.1)	%		1,050.4			1,072.1		(2.0)	%
Total Revenue	$	5,895.7		$	6,189.9		(4.8)	%	$	18,277.5		$	18,626.4		(1.9)	%

Retail Automotive Same-Store Gross Profit: (Amounts in Millions)
New Vehicles	$	253.3		$	294.3		(13.9)	%	$	791.1		$	933.3		(15.2)	%
Used Vehicles		101.1			100.1		1.0	%		332.1			339.8		(2.3)	%
Finance and Insurance, Net		186.1			204.8		(9.1)	%		583.8			613.7		(4.9)	%
Service and Parts		426.8			401.6		6.3	%		1,264.1			1,200.8		5.3	%
Fleet and Wholesale		15.5			11.5		34.8	%		47.9			46.8		2.4	%
Total Gross Profit	$	982.8		$	1,012.3		(2.9)	%	$	3,019.0		$	3,134.4		(3.7)	%

Retail Automotive Same-Store Revenue Per Vehicle Retailed:
New Vehicles (excluding agency)	$	57,736		$	56,609		2.0	%	$	57,680		$	56,691		1.7	%
Used Vehicles		36,565			36,162		1.1	%		35,334			35,939		(1.7)	%

Retail Automotive Same-Store Gross Profit Per Vehicle Retailed:
New Vehicles (excluding agency)	$	5,037		$	5,787		(13.0)	%	$	5,176		$	6,129		(15.5)	%
Used Vehicles		1,878			1,626		15.5	%		1,879			1,836		2.3	%
Finance and Insurance (excluding agency)		1,832			1,858		(1.4)	%		1,819			1,856		(2.0)	%
Agency		2,517			2,257		11.5	%		2,275			1,997		13.9	%

Retail Automotive Same-Store Gross Margin:
New Vehicles		9.4	%		10.8	%	(140)bps			9.6	%		11.3	%	(170)bps
Used Vehicles		5.1	%		4.5	%	+60bps			5.3	%		5.1	%	+20bps
Service and Parts		58.4	%		58.9	%	(50)bps			58.6	%		58.8	%	(20)bps
Fleet and Wholesale		4.8	%		3.2	%	+160bps			4.6	%		4.4	%	+20bps
Total Gross Margin		16.7	%		16.4	%	+30bps			16.5	%		16.8	%	(30)bps

Retail Automotive Same-Store Revenue Mix Percentages:
New Vehicles		45.6	%		44.0	%	+160bps			45.1	%		44.3	%	+80bps
Used Vehicles		33.4	%		35.9	%	(250)bps			34.2	%		35.7	%	(150)bps
Finance and Insurance, Net		3.2	%		3.3	%	(10)bps			3.2	%		3.3	%	(10)bps
Service and Parts		12.4	%		11.0	%	+140bps			11.8	%		11.0	%	+80bps
Fleet and Wholesale		5.4	%		5.8	%	(40)bps			5.7	%		5.7	%	—bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Automotive Same-Store Gross Profit Mix Percentages:
New Vehicles		25.8	%		29.1	%	(330)bps			26.2	%		29.8	%	(360)bps
Used Vehicles		10.3	%		9.9	%	+40bps			11.0	%		10.8	%	+20bps
Finance and Insurance, Net		18.9	%		20.2	%	(130)bps			19.3	%		19.6	%	(30)bps
Service and Parts		43.4	%		39.7	%	+370bps			41.9	%		38.3	%	+360bps
Fleet and Wholesale		1.6	%		1.1	%	+50bps			1.6	%		1.5	%	+10bps
Total		100.0	%		100.0	%				100.0	%		100.0	%


			9

PENSKE AUTOMOTIVE GROUP, INC.

Retail Commercial Truck Operations

(Unaudited)


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2024			2023			Change		2024			2023			Change
Retail Commercial Truck Units:
New Retail		5,405			4,673		15.7	%		13,379			13,729		(2.5)	%
Used Retail		926			883		4.9	%		2,740			2,242		22.2	%
Total		6,331			5,556		13.9	%		16,119			15,971		0.9	%

Retail Commercial Truck Revenue: (Amounts in Millions)
New Vehicles	$	755.3		$	644.4		17.2	%	$	1,864.9		$	1,861.0		0.2	%
Used Vehicles		60.1			68.4		(12.1)	%		171.2			170.3		0.5	%
Finance and Insurance, Net		5.2			5.9		(11.9)	%		14.7			15.9		(7.5)	%
Service and Parts		232.8			235.1		(1.0)	%		675.6			695.2		(2.8)	%
Wholesale and Other		9.9			10.9		(9.2)	%		21.0			37.1		(43.4)	%
Total Revenue	$	1,063.3		$	964.7		10.2	%	$	2,747.4		$	2,779.5		(1.2)	%

Retail Commercial Truck Gross Profit: (Amounts in Millions)
New Vehicles	$	46.0		$	40.3		14.1	%	$	119.9		$	110.3		8.7	%
Used Vehicles		4.8			4.8		—	%		11.5			14.2		(19.0)	%
Finance and Insurance, Net		5.2			5.9		(11.9)	%		14.7			15.9		(7.5)	%
Service and Parts		98.0			99.7		(1.7)	%		290.2			293.4		(1.1)	%
Wholesale and Other		3.1			4.7		(34.0)	%		10.1			15.4		(34.4)	%
Total Gross Profit	$	157.1		$	155.4		1.1	%	$	446.4		$	449.2		(0.6)	%

Retail Commercial Truck Revenue Per Vehicle Retailed:
New Vehicles	$	139,746		$	137,891		1.3	%	$	139,390		$	135,552		2.8	%
Used Vehicles		64,856			77,476		(16.3)	%		62,480			75,980		(17.8)	%

Retail Commercial Truck Gross Profit Per Vehicle Retailed:
New Vehicles	$	8,503		$	8,631		(1.5)	%	$	8,957		$	8,032		11.5	%
Used Vehicles		5,237			5,381		(2.7)	%		4,247			6,310		(32.7)	%
Finance and Insurance		828			1,060		(21.9)	%		914			995		(8.1)	%

Retail Commercial Truck Gross Margin:
New Vehicles		6.1	%		6.3	%	(20)bps			6.4	%		5.9	%	+50bps
Used Vehicles		8.0	%		7.0	%	+100bps			6.7	%		8.3	%	(160)bps
Service and Parts		42.1	%		42.4	%	(30)bps			43.0	%		42.2	%	+80bps
Wholesale and Other		31.3	%		43.1	%	(1,180)bps			48.1	%		41.5	%	+660bps
Total Gross Margin		14.8	%		16.1	%	(130)bps			16.2	%		16.2	%	—bps

Retail Commercial Truck Revenue Mix Percentages:
New Vehicles		71.0	%		66.8	%	+420bps			67.9	%		67.0	%	+90bps
Used Vehicles		5.7	%		7.1	%	(140)bps			6.2	%		6.1	%	+10bps
Finance and Insurance, Net		0.5	%		0.6	%	(10)bps			0.5	%		0.6	%	(10)bps
Service and Parts		21.9	%		24.4	%	(250)bps			24.6	%		25.0	%	(40)bps
Wholesale and Other		0.9	%		1.1	%	(20)bps			0.8	%		1.3	%	(50)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Commercial Truck Gross Profit Mix Percentages:
New Vehicles		29.3	%		25.9	%	+340bps			26.9	%		24.6	%	+230bps
Used Vehicles		3.1	%		3.1	%	—bps			2.6	%		3.2	%	(60)bps
Finance and Insurance, Net		3.3	%		3.8	%	(50)bps			3.3	%		3.5	%	(20)bps
Service and Parts		62.4	%		64.2	%	(180)bps			65.0	%		65.3	%	(30)bps
Wholesale and Other		1.9	%		3.0	%	(110)bps			2.2	%		3.4	%	(120)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%


			10

PENSKE AUTOMOTIVE GROUP, INC.

Retail Commercial Truck Operations Same-Store

(Unaudited)


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2024			2023			Change		2024			2023			Change
Retail Commercial Truck Same-Store Units:
New Retail		5,163			4,673		10.5	%		12,648			13,532		(6.5)	%
Used Retail		917			883		3.9	%		2,651			2,224		19.2	%
Total		6,080			5,556		9.4	%		15,299			15,756		(2.9)	%

Retail Commercial Truck Same-Store Revenue: (Amounts in Millions)
New Vehicles	$	717.1		$	644.4		11.3	%	$	1,753.0		$	1,831.0		(4.3)	%
Used Vehicles		59.5			68.4		(13.0)	%		164.8			169.4		(2.7)	%
Finance and Insurance, Net		4.3			5.9		(27.1)	%		13.0			15.5		(16.1)	%
Service and Parts		224.1			235.1		(4.7)	%		635.3			682.3		(6.9)	%
Wholesale and Other		9.4			10.9		(13.8)	%		19.5			36.9		(47.2)	%
Total Revenue	$	1,014.4		$	964.7		5.2	%	$	2,585.6		$	2,735.1		(5.5)	%

Retail Commercial Truck Same-Store Gross Profit: (Amounts in Millions)
New Vehicles	$	42.3		$	40.3		5.0	%	$	110.4		$	107.1		3.1	%
Used Vehicles		4.8			4.8		—	%		12.3			14.1		(12.8)	%
Finance and Insurance, Net		4.3			5.9		(27.1)	%		13.0			15.5		(16.1)	%
Service and Parts		94.0			99.7		(5.7)	%		273.6			288.3		(5.1)	%
Wholesale and Other		2.5			4.5		(44.4)	%		8.7			14.9		(41.6)	%
Total Gross Profit	$	147.9		$	155.2		(4.7)	%	$	418.0		$	439.9		(5.0)	%

Retail Commercial Truck Same-Store Revenue Per Vehicle Retailed:
New Vehicles	$	138,890		$	137,891		0.7	%	$	138,602		$	135,306		2.4	%
Used Vehicles		64,879			77,476		(16.3)	%		62,159			76,163		(18.4)	%

Retail Commercial Truck Same-Store Gross Profit Per Vehicle Retailed:
New Vehicles	$	8,200		$	8,631		(5.0)	%	$	8,729		$	7,915		10.3	%
Used Vehicles		5,249			5,381		(2.5)	%		4,635			6,340		(26.9)	%
Finance and Insurance		705			1,060		(33.5)	%		847			981		(13.7)	%

Retail Commercial Truck Same-Store Gross Margin:
New Vehicles		5.9	%		6.3	%	(40)bps			6.3	%		5.8	%	+50bps
Used Vehicles		8.1	%		7.0	%	+110bps			7.5	%		8.3	%	(80)bps
Service and Parts		41.9	%		42.4	%	(50)bps			43.1	%		42.3	%	+80bps
Wholesale and Other		26.6	%		41.3	%	(1,470)bps			44.6	%		40.4	%	+420bps
Total Gross Margin		14.6	%		16.1	%	(150)bps			16.2	%		16.1	%	+10bps

Retail Commercial Truck Same-Store Revenue Mix Percentages:
New Vehicles		70.7	%		66.8	%	+390bps			67.8	%		66.9	%	+90bps
Used Vehicles		5.9	%		7.1	%	(120)bps			6.4	%		6.2	%	+20bps
Finance and Insurance, Net		0.4	%		0.6	%	(20)bps			0.5	%		0.6	%	(10)bps
Service and Parts		22.1	%		24.4	%	(230)bps			24.6	%		24.9	%	(30)bps
Wholesale and Other		0.9	%		1.1	%	(20)bps			0.7	%		1.4	%	(70)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Commercial Truck Same-Store Gross Profit Mix Percentages:
New Vehicles		28.6	%		26.0	%	+260bps			26.4	%		24.3	%	+210bps
Used Vehicles		3.2	%		3.1	%	+10bps			2.9	%		3.2	%	(30)bps
Finance and Insurance, Net		2.9	%		3.8	%	(90)bps			3.1	%		3.5	%	(40)bps
Service and Parts		63.6	%		64.2	%	(60)bps			65.5	%		65.5	%	—bps
Wholesale and Other		1.7	%		2.9	%	(120)bps			2.1	%		3.5	%	(140)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%


			11

PENSKE AUTOMOTIVE GROUP, INC.

Supplemental Data

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Retail Automotive Revenue Mix:
Premium:
BMW / MINI	25	%	25	%	26	%	25	%
Audi	11	%	12	%	10	%	11	%
Mercedes-Benz	9	%	9	%	9	%	9	%
Land Rover / Jaguar	8	%	7	%	8	%	8	%
Porsche	9	%	8	%	9	%	8	%
Ferrari / Maserati	3	%	3	%	3	%	3	%
Lexus	3	%	3	%	3	%	3	%
Acura	1	%	1	%	1	%	1	%
Bentley	1	%	1	%	1	%	1	%
Others	2	%	1	%	2	%	2	%
Total Premium	72	%	70	%	72	%	71	%
Volume Non-U.S.:
Toyota	11	%	11	%	11	%	10	%
Honda	6	%	6	%	5	%	6	%
Volkswagen	2	%	2	%	2	%	2	%
Hyundai	1	%	1	%	1	%	1	%
Others	1	%	2	%	1	%	1	%
Total Volume Non-U.S.	21	%	22	%	20	%	20	%
U.S.:
General Motors / Stellantis / Ford	2	%	1	%	2	%	1	%
Used Vehicle Dealerships	5	%	7	%	6	%	8	%
Total	100	%	100	%	100	%	100	%


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Capital Expenditures / Stock Repurchases:	2024		2023		2024		2023
($ Amounts in Millions)
Capital expenditures	$	80.9	$	86.6	$	282.6	$	272.1
Cash paid for acquisitions	$	196.6	$	130.8	$	637.4	$	211.3
Stock repurchases:
Aggregate purchase price	$	0.1	$	14.1	$	76.5	$	364.5
Shares repurchased		476		87,182		511,073		2,690,741


Balance Sheet and Other Highlights:	September 30, 2024		December 31, 2023
(Amounts in Millions)
Cash and Cash Equivalents	$	91.9	$	96.4
Inventories	$	4,822.4	$	4,293.1
Total Floor Plan Notes Payable	$	4,174.3	$	3,771.5
Total Long-Term Debt	$	1,878.0	$	1,629.2
Equity	$	5,234.0	$	4,755.6

Debt to Total Capitalization Ratio		26.4%		25.5%
Leverage Ratio (1)		1.3x		1.0x
New vehicle days' supply		53 days		39 days
Used vehicle days' supply		43 days		48 days
__________________________
(1)See the following Non-GAAP reconciliation table


			12

PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Non-GAAP Reconciliations

(Unaudited)

The following table reconciles reported net income to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended
	September 30,				2024 vs. 2023
(Amounts in Millions)	2024		2023		Change		% Change

Net Income	$	227.0	$	264.4	$	(37.4)	(14.1)	%
Add: Depreciation		40.6		35.4		5.2	14.7	%
Other Interest Expense		22.9		24.5		(1.6)	(6.5)	%
Income Taxes		77.4		92.1		(14.7)	(16.0)	%

EBITDA	$	367.9	$	416.4	$	(48.5)	(11.6)	%


	Nine Months Ended
	September 30,				2024 vs. 2023
(Amounts in Millions)	2024		2023		Change		% Change

Net Income	$	686.1	$	866.6	$	(180.5)	(20.8)	%
Add: Depreciation		117.0		103.4		13.6	13.2	%
Other Interest Expense		64.1		69.5		(5.4)	(7.8)	%
Income Taxes		238.6		297.1		(58.5)	(19.7)	%

EBITDA	$	1,105.8	$	1,336.6	$	(230.8)	(17.3)	%

The following table reconciles the leverage ratio as of September 30, 2024, and December 31, 2023:


	Three			Nine			Trailing Twelve			Twelve
	Months Ended			Months Ended			Months Ended			Months Ended
(Amounts in Millions)	December 31, 2023			September 30, 2024			September 30, 2024			December 31, 2023

Net Income	$	192.0		$	686.1		$	878.1		$	1,058.6
Add: Depreciation			37.6			117.0			154.6			141.0
Other Interest Expense			23.1			64.1			87.2			92.6
Income Taxes			63.8			238.6			302.4			360.9

EBITDA	$	316.5		$	1,105.8		$	1,422.3		$	1,653.1
Add: Impairment Charges (1)			40.7			—			40.7			40.7

Adjusted EBITDA	$	357.2		$	1,105.8		$	1,463.0		$	1,693.8

Total Non-Vehicle Long-Term Debt							$	1,878.0		$	1,629.2
Leverage Ratio									1.3x			1.0x
__________________________
(1)Impairment charges relate to our Used Vehicle Dealerships International reporting unit

# # # # # # #


			13

Cover Page	Oct. 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 29, 2024
Entity Registrant Name	Penske Automotive Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12297
Entity Tax Identification Number	22-3086739
Entity Address, Address Line One	2555 Telegraph Road
Entity Address, City or Town	Bloomfield Hills
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48302
City Area Code	248
Local Phone Number	648-2500
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	PAG
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001019849
Amendment Flag	false