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):			February 7, 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 February 7, 2024, we issued a press release announcing our fourth quarter and full year 2023 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 8.01 Other Events.

Investors and others should note that we announce material financial information using our company website (www.penskeautomotive.com), our investor relations website (investors.penskeautomotive.com), SEC filings, press releases, public conference calls, and webcasts. Information about Penske Automotive Group, Inc. ("Penske Automotive"), its business, and its results of operations may also be announced by posts on the following social media channels:

● Penske Automotive Group's X feed (www.twitter.com/penskecars)

● Penske Automotive Group's Facebook page (www.facebook.com/penskecars)

● Penske Automotive Group's Instagram page (www.instagram.com/penskecars)

● Penske Automotive Group's Social website (www.penskesocial.com)

The information that we post on these social media channels could be deemed to be material information. As a result, we encourage investors, the media, and others interested in Penske Automotive to review the information that we post on these social media channels. These channels may be updated from time to time on Penske Automotive's investor relations website.

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.

February 7, 2024	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Executive Vice President




FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE GROUP REPORTS QUARTERLY AND FULL YEAR 2023 RESULTS

Completes Third Most Profitable Year in Company History

Fourth Quarter Revenue Increased 4% to $7.3 Billion

Fourth Quarter Retail Automotive Same-Store Revenue Increased 4%, Including a 7% Increase in Service & Parts

Fourth Quarter Profitability Impacted by Non-Cash Impairment Charge, Lower Equity Earnings From PTS, and Higher Interest Expense

BLOOMFIELD HILLS, MI, February 7, 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 fourth quarter and twelve months 2023 results. For the quarter, revenue increased 4% to $7.3 billion. Income from continuing operations attributable to common stockholders decreased 36% to $190.7 million from $298.0 million and related earnings per share decreased 33% to $2.84 from $4.21 when compared to the same period of 2022. Fourth quarter 2023 results include a goodwill impairment charge of $40.7 million (before and after tax), representing $0.61 per share. Excluding the goodwill impairment charge, adjusted income from continuing operations attributable to common stockholders decreased 22% to $231.4 million from $298.0 million and related adjusted earnings per share decreased 18% to $3.45 from $4.21. Foreign currency exchange positively impacted revenue by $130.0 million and had a negligible effect on income from continuing operations attributable to common stockholders and earnings per share.

Goodwill Impairment

We are required to assess goodwill and other indefinite-lived intangible assets for impairment at least annually. In the fourth quarter of 2023 in connection with our annual budget and planning process for 2024, which drives certain assumptions used in our annual goodwill impairment testing, we determined the carrying value of goodwill in our used vehicle dealerships international reporting unit was greater than its estimated fair value. Accordingly, we recorded a non-cash goodwill impairment charge of $40.7 million (before and after tax) for the quarter, which represents $0.61 per share for the three months and $0.60 per share for the twelve months ended December 31, 2023. This impairment charge is largely related to the reporting unit’s lower supply of quality, low mileage used vehicles for its customers due to lower sales of new vehicles across the industry in recent years.

Fourth Quarter 2023 Performance

The Company’s results for the fourth quarter of 2023 were driven by continued strong performance in retail automotive and retail commercial truck operations, including an 8% increase in retail automotive new units delivered and a 7% increase in same-store service and parts gross profit. Income from continuing operations before income taxes, net income, and income per share, however, were negatively impacted by higher interest costs of $21 million, driven primarily by an increase in interest rates and higher inventory levels which increased borrowings under our floorplan arrangements, and lower equity earnings


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from the Company’s investment in Penske Transportation Solutions (“PTS”). Lower equity earnings from PTS were driven in part by increased operating and interest costs, lower rental revenue and utilization, and a decrease in gains from the sale of used trucks, each of which continues to impact PTS’ profitability when compared to the record profitability achieved by PTS in 2022. The Company’s equity earnings from PTS for the three months ended December 31, 2023, declined $48 million, or 48%, to $51 million when compared to the same period in the prior year.

Commenting on the Company's fourth quarter financial results, Chair and CEO Roger Penske said, "Demand for new vehicles remains strong while used vehicle supply and affordability remains challenging. I am pleased with the continued growth in service and parts gross profit and our continued focus on controlling costs. Also, I was particularly pleased with the sequential performance of retail automotive new and used vehicle gross profit per unit retailed which only declined marginally from the third to fourth quarter of 2023."

Penske continued, "Our diversified business achieved the third best year of profitability of all-time." For the twelve months ended December 31, 2023, revenue increased 6% to $29.5 billion. When compared to the same period last year, income attributable to common stockholders decreased 24% to $1.05 billion from $1.38 billion, and related earnings per share decreased 16% to $15.50. Excluding the goodwill impairment charge noted above, adjusted income from continuing operations attributable to common stockholders decreased 21% to $1.09 billion and related adjusted earnings per share decreased 13% to $16.10. Foreign currency exchange negatively impacted revenue by $3.9 million, income from continuing operations attributable to common stockholders by $7.9 million, and earnings per share by $0.11.

Full Year 2023 Operating Highlights Compared to Full Year 2022

•Retail Automotive Same-Store Revenue – increased 5%

•New Vehicle +12%; Used Vehicle -2%; Finance & Insurance -2%; Service & Parts +9%

•Retail Automotive Same-Store Gross Profit – decreased 0.4%

•New Vehicle -2%; Used Vehicle -21%; Finance & Insurance -2%; Service & Parts +9%

•Retail Commercial Truck Same-Store Revenue – increased 1%

•New Vehicle +4%; Used Vehicle -25%; Finance & Insurance +2%; Service & Parts +3%

•Retail Commercial Truck Same-Store Gross Profit – increased 3%

•New Vehicle +11%; Used Vehicle -10%; Finance & Insurance +2%; Service & Parts +3%

Retail Automotive Dealerships

For the three months ended December 31, 2023, total new and used units delivered increased 8% to nearly 117,400, and total retail automotive revenue increased 5% to $6.2 billion. Same-store new and used units delivered increased 9% to nearly 116,700, and same-store revenue increased 4%, including a 7% increase in service and parts revenue. Total retail automotive gross profit decreased 1% to $1.0 billion, including a 1% decrease on a same-store basis. Same-store service and parts gross profit increased 7%.

Beginning in 2023, we transitioned our Mercedes-Benz U.K. dealerships to an agency model under which these dealerships, and a limited number of our other dealerships in Europe, receive a fee for facilitating the sale of a new vehicle by the manufacturer. We do not record revenue for the price of the vehicle. As shown in the following schedules, units facilitated under the agency model are shown separately as agency units while the fee we received to facilitate the sale is in new vehicle revenue and gross profit.

Retail Commercial Truck Dealerships

As of December 31, 2023, Premier Truck Group operated 44 North American retail commercial truck locations. For the three months ended December 31, 2023, earnings before taxes increased 0.3% to a fourth quarter record of $51.3 million when


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compared to the same period in 2022 while retail unit sales decreased 5% primarily due to production timing and delivery delays which impacted both periods. Revenue decreased 6% to $904.8 million while same-store revenue decreased 10%. For the twelve months ended December 31, 2023, revenue increased 4% to $3.7 billion while same-store revenue increased 1%, including a 3% increase in service and parts revenue when compared to the same period last year. During this same period, earnings before taxes increased 5% to a record $225.0 million when compared to the same period last year.

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 439,000 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 twelve months ended December 31, 2023, the Company recorded $51.2 million and $289.5 million in earnings compared to $99.4 million and $490.0 million for the same periods in 2022. The year-over-year declines are related to higher interest and maintenance costs, lower gains on sales of used trucks, and lower rental revenue and utilization. For the twelve months ended December 31, 2023, PTS' interest costs increased $213 million, maintenance costs increased $150 million, and gain on sales of used trucks declined $211 million when compared to the prior year period.

Corporate Development and Capital Allocation

Based on the Company's strong earnings and cash flow, the Board of Directors has consistently increased the Company's quarterly dividend, most recently approving a 10% increase in the quarterly dividend to $0.87 per share which is payable on March 1, 2024 to shareholders of record as of February 15, 2024. During the twelve months ended December 31, 2023, we repurchased 2.6 million shares of common stock for approximately $358.7 million under our securities repurchase program and also acquired 168,464 shares of our common stock for $23.5 million from employees in connection with a net share settlement feature of employee equity awards. As of December 31, 2023, $215.5 million remained available under the Company's existing repurchase authority.

As previously announced, in January 2024, the Company completed the acquisition of Rybrook Group Limited consisting of 16 retail automotive franchises in the United Kingdom, including four BMW franchises, four MINI franchises, four Volvo franchises, two Land Rover franchises, one Jaguar franchise, and one Porsche franchise. Three of the BMW locations also retail BMW Motorrad motorcycles. The acquired dealerships represent estimated annualized revenues of approximately $1 billion.

Conference Call

Penske Automotive Group will host a conference call discussing financial results relating to the fourth quarter of 2023 on Wednesday, February 7, 2024, at 2:00 p.m. Eastern Standard Time. To listen to the conference call, participants must dial (877) 692-8955 [International, please dial (234) 720-6979] using access code 7212997. 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 fourth quarter and full year 2023 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, and Japan and is one of the largest retailers of


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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 approximately 28,000 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 439,000 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, Russell 3000 indexes, and the S&P Mid Cap 400 Index. 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 adjusted income from continuing operations, adjusted earnings per share, adjusted income from continuing operations before taxes, 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 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, 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, 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; 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, and realize returns on 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


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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, 2022, Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, 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						Twelve Months Ended
	December 31,						December 31,
	2023		2022		Change		2023		2022		Change
Revenue	$	7,272.1	$	7,011.8	3.7	%	$	29,527.4	$	27,814.8	6.2	%
Cost of Sales	6,084.0		5,828.6		4.4	%	24,593.6		22,976.0		7.0	%
Gross Profit	$	1,188.1	$	1,183.2	0.4	%	$	4,933.8	$	4,838.8	2.0	%
SG&A Expenses	844.1		815.5		3.5	%	3,400.6		3,223.7		5.5	%
Impairment Charges	40.7		—		nm		40.7		—		nm
Depreciation	37.6		32.2		16.8	%	141.0		127.3		10.8	%
Operating Income	$	265.7	$	335.5	(20.8)	%	$	1,351.5	$	1,487.8	(9.2)	%
Floor Plan Interest Expense	(38.9)		(22.1)		76.0	%	(133.1)		(52.4)		154.0	%
Other Interest Expense	(23.1)		(19.0)		21.6	%	(92.6)		(70.4)		31.5	%


Equity in Earnings of Affiliates	52.1		100.4		(48.1)	%	293.7		494.2		(40.6)	%
Income from Continuing Operations Before Income Taxes	$	255.8	$	394.8	(35.2)	%	$	1,419.5	$	1,859.2	(23.6)	%
Income Taxes	(63.8)		(95.5)		(33.2)	%	(360.9)		(473.0)		(23.7)	%
Income from Continuing Operations	$	192.0	$	299.3	(35.9)	%	$	1,058.6	$	1,386.2	(23.6)	%
Income from Discontinued Operations, net of tax	—		—		nm		—		—		nm
Net Income	$	192.0	$	299.3	(35.9)	%	$	1,058.6	$	1,386.2	(23.6)	%
Less: Income Attributable to Non-Controlling Interests	1.3		1.3		—%		5.4		6.2		(12.9)	%
Net Income Attributable to Common Stockholders	$	190.7	$	298.0	(36.0)	%	$	1,053.2	$	1,380.0	(23.7)	%

Amounts Attributable to Common Stockholders:
Reported Income from Continuing Operations	$	192.0	$	299.3	(35.9)	%	$	1,058.6	$	1,386.2	(23.6)	%
Less: Income Attributable to Non-Controlling Interests	1.3		1.3		—%		5.4		6.2		(12.9)	%
Income from Continuing Operations, net of tax	$	190.7	$	298.0	(36.0)	%	$	1,053.2	$	1,380.0	(23.7)	%
Income from Discontinued Operations, net of tax	—		—		nm		—		—		nm
Net Income Attributable to Common Stockholders	$	190.7	$	298.0	(36.0)	%	$	1,053.2	$	1,380.0	(23.7)	%
Income from Continuing Operations Per Share	$	2.84	$	4.21	(32.5)	%	$	15.50	$	18.55	(16.4)	%
Income Per Share	$	2.84	$	4.21	(32.5)	%	$	15.50	$	18.55	(16.4)	%
Weighted Average Shares Outstanding	67.2		70.8		(5.1)	%	68.0		74.4		(8.6)	%

nm – not meaningful


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PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Condensed Balance Sheets

(Amounts In Millions)

(Unaudited)


	December 31,			December 31,
	2023			2022
Assets:
Cash and Cash Equivalents	$	96.4		$	106.5
Accounts Receivable, Net			1,114.6			906.7
Inventories			4,293.1			3,509.1
Other Current Assets			175.6			141.9
Total Current Assets			5,679.7			4,664.2
Property and Equipment, Net			2,765.2			2,496.5
Operating Lease Right-of-Use Assets			2,405.5			2,416.1
Intangibles			2,983.1			2,845.6
Other Long-Term Assets			1,838.0			1,692.2
Total Assets	$	15,671.5		$	14,114.6

Liabilities and Equity:
Floor Plan Notes Payable	$	2,255.6		$	1,565.7
Floor Plan Notes Payable – Non-Trade			1,515.9			1,430.6
Accounts Payable			866.9			853.5
Accrued Expenses and Other Current Liabilities			809.8			788.1
Current Portion Long-Term Debt			209.7			75.2

Total Current Liabilities			5,657.9			4,713.1
Long-Term Debt			1,419.5			1,546.9
Long-Term Operating Lease Liabilities			2,336.0			2,335.7
Other Long-Term Liabilities			1,502.5			1,344.1
Total Liabilities			10,915.9			9,939.8
Equity			4,755.6			4,174.8
Total Liabilities and Equity	$	15,671.5		$	14,114.6


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PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Operations

Selected Data

(Unaudited)


	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2023			2022			2023			2022
Geographic Revenue Mix:
North America	62.6		%	64.0		%	60.4		%	62.0		%
U.K.	28.3		%	28.3		%	31.3		%	30.4		%
Other International	9.1		%	7.7		%	8.3		%	7.6		%
Total	100.0		%	100.0		%	100.0		%	100.0		%

Revenue: (Amounts in Millions)
Retail Automotive	$	6,177.9		$	5,910.4		$	25,209.1		$	23,694.7
Retail Commercial Truck	904.8			960.8			3,684.3			3,541.3
Commercial Vehicle Distribution and Other	189.4			140.6			634.0			578.8
Total	$	7,272.1		$	7,011.8		$	29,527.4		$	27,814.8

Gross Profit: (Amounts in Millions)
Retail Automotive	$	1,002.4		$	1,008.8		$	4,176.2		$	4,126.4
Retail Commercial Truck	143.2			138.2			592.4			555.1
Commercial Vehicle Distribution and Other	42.5			36.2			165.2			157.3
Total	$	1,188.1		$	1,183.2		$	4,933.8		$	4,838.8

Gross Margin:
Retail Automotive	16.2		%	17.1		%	16.6		%	17.4		%
Retail Commercial Truck	15.8		%	14.4		%	16.1		%	15.7		%
Commercial Vehicle Distribution and Other	22.4		%	25.7		%	26.1		%	27.2		%
Total	16.3		%	16.9		%	16.7		%	17.4		%


	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2023		2022		2023		2022
Operating Items as a Percentage of Revenue:
Gross Profit	16.3	%	16.9	%	16.7	%	17.4	%
Selling, General and Administrative Expenses	11.6	%	11.6	%	11.5	%	11.6	%
Operating Income	3.7	%	4.8	%	4.6	%	5.3	%
Income from Continuing Operations Before Income Taxes	3.5	%	5.6	%	4.8	%	6.7	%

Operating Items as a Percentage of Total Gross Profit:
Selling, General and Administrative Expenses	71.0	%	68.9	%	68.9	%	66.6	%
Operating Income	22.4	%	28.4	%	27.4	%	30.7	%


	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
(Amounts in Millions)	2023		2022		2023		2022

EBITDA(1)	$	316.5	$	446.0	$	1,653.1	$	2,056.9
Floor Plan Credits	$	12.5	$	10.3	$	45.2	$	40.3
Rent Expense	$	62.4	$	61.2	$	247.9	$	243.3
_______________________
(1)See the following Non-GAAP reconciliation table.


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PENSKE AUTOMOTIVE GROUP, INC.

Retail Automotive Operations

(Unaudited)


	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2023			2022			Change		2023			2022			Change
Retail Automotive Units:
New Retail		51,786			50,342		2.9	%		197,070			185,831		6.0	%
Used Retail		57,490			57,991		(0.9)	%		256,721			261,739		(1.9)	%
Total Retail		109,276			108,333		0.9	%		453,791			447,570		1.4	%
New Agency		8,113			—		nm			32,672			—		nm
Total Retail and Agency		117,389			108,333		8.4	%		486,463			447,570		8.7	%

Retail Automotive Revenue: (Amounts in Millions)
New Vehicles	$	2,989.2		$	2,763.8		8.2	%	$	11,273.3		$	10,050.5		12.2	%
Used Vehicles		1,970.0			1,992.1		(1.1)	%		8,919.5			9,011.6		(1.0)	%
Finance and Insurance, Net		207.6			201.3		3.1	%		838.6			848.1		(1.1)	%
Service and Parts		680.9			633.7		7.4	%		2,734.3			2,426.7		12.7	%
Fleet and Wholesale		330.2			319.5		3.3	%		1,443.4			1,357.8		6.3	%
Total Revenue	$	6,177.9		$	5,910.4		4.5	%	$	25,209.1		$	23,694.7		6.4	%

Retail Automotive Gross Profit: (Amounts in Millions)
New Vehicles	$	301.9		$	325.6		(7.3)	%	$	1,238.5		$	1,246.1		(0.6)	%
Used Vehicles		83.3			100.8		(17.4)	%		432.4			543.1		(20.4)	%
Finance and Insurance, Net		207.6			201.3		3.1	%		838.6			848.1		(1.1)	%
Service and Parts		395.9			370.3		6.9	%		1,605.7			1,439.4		11.6	%
Fleet and Wholesale		13.7			10.8		26.9	%		61.0			49.7		22.7	%
Total Gross Profit	$	1,002.4		$	1,008.8		(0.6)	%	$	4,176.2		$	4,126.4		1.2	%

Retail Automotive Revenue Per Vehicle Retailed:
New Vehicles (excluding agency)	$	57,364		$	54,900		4.5	%	$	56,857		$	54,084		5.1	%
Used Vehicles		34,266			34,352		(0.3)	%		34,744			34,430		0.9	%

Retail Automotive Gross Profit Per Vehicle Retailed:
New Vehicles (excluding agency)	$	5,531		$	6,467		(14.5)	%	$	5,967		$	6,705		(11.0)	%
Used Vehicles		1,448			1,739		(16.7)	%		1,685			2,075		(18.8)	%
Finance and Insurance (excluding agency)		1,876			1,858		1.0	%		1,825			1,895		(3.7)	%
Agency		2,232			—		nm			2,233			—		nm

Retail Automotive Gross Margin:
New Vehicles		10.1	%		11.8	%	(170)bps			11.0	%		12.4	%	(140)bps
Used Vehicles		4.2	%		5.1	%	(90)bps			4.8	%		6.0	%	(120)bps
Service and Parts		58.1	%		58.4	%	(30)bps			58.7	%		59.3	%	(60)bps
Fleet and Wholesale		4.1	%		3.4	%	+70bps			4.2	%		3.7	%	+50bps
Total Gross Margin		16.2	%		17.1	%	(90)bps			16.6	%		17.4	%	(80)bps

Retail Automotive Revenue Mix Percentages:
New Vehicles		48.4	%		46.8	%	+160bps			44.7	%		42.4	%	+230bps
Used Vehicles		31.9	%		33.7	%	(180)bps			35.4	%		38.0	%	(260)bps
Finance and Insurance, Net		3.4	%		3.4	%	—bps			3.3	%		3.6	%	(30)bps
Service and Parts		11.0	%		10.7	%	+30bps			10.8	%		10.2	%	+60bps
Fleet and Wholesale		5.3	%		5.4	%	(10)bps			5.8	%		5.8	%	—bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Automotive Gross Profit Mix Percentages:
New Vehicles		30.1	%		32.3	%	(220)bps			29.7	%		30.2	%	(50)bps
Used Vehicles		8.3	%		10.0	%	(170)bps			10.4	%		13.2	%	(280)bps
Finance and Insurance, Net		20.7	%		20.0	%	+70bps			20.1	%		20.6	%	(50)bps
Service and Parts		39.5	%		36.7	%	+280bps			38.4	%		34.9	%	+350bps
Fleet and Wholesale		1.4	%		1.0	%	+40bps			1.4	%		1.1	%	+30bps
Total		100.0	%		100.0	%				100.0	%		100.0	%
nm – not meaningful


			9

PENSKE AUTOMOTIVE GROUP, INC.

Retail Automotive Operations Same-Store

(Unaudited)


	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2023			2022			Change		2023			2022			Change
Retail Automotive Same-Store Units:
New Retail		51,510			50,221		2.6	%		191,039			179,703		6.3	%
Used Retail		57,029			57,076		(0.1)	%		245,107			252,458		(2.9)	%
Total Retail		108,539			107,297		1.2	%		436,146			432,161		0.9	%
New Agency		8,113			—		nm			27,563			—		nm
Total Retail and Agency		116,652			107,297		8.7	%		463,709			432,161		7.3	%

Retail Automotive Same-Store Revenue: (Amounts in Millions)
New Vehicles	$	2,968.5		$	2,759.7		7.6	%	$	10,946.9		$	9,765.9		12.1	%
Used Vehicles		1,952.0			1,971.0		(1.0)	%		8,529.1			8,742.2		(2.4)	%
Finance and Insurance, Net		206.6			200.2		3.2	%		812.0			828.7		(2.0)	%
Service and Parts		672.1			629.8		6.7	%		2,571.1			2,350.9		9.4	%
Fleet and Wholesale		327.9			316.7		3.5	%		1,397.3			1,321.1		5.8	%
Total Revenue	$	6,127.1		$	5,877.4		4.2	%	$	24,256.4		$	23,008.8		5.4	%

Retail Automotive Same-Store Gross Profit: (Amounts in Millions)
New Vehicles	$	299.7		$	325.2		(7.8)	%	$	1,200.1		$	1,219.4		(1.6)	%
Used Vehicles		82.3			100.5		(18.1)	%		417.5			531.8		(21.5)	%
Finance and Insurance, Net		206.6			200.2		3.2	%		812.0			828.7		(2.0)	%
Service and Parts		392.3			367.9		6.6	%		1,522.5			1,398.7		8.9	%
Fleet and Wholesale		13.7			10.7		28.0	%		60.8			49.5		22.8	%
Total Gross Profit	$	994.6		$	1,004.5		(1.0)	%	$	4,012.9		$	4,028.1		(0.4)	%

Retail Automotive Same-Store Revenue Per Vehicle Retailed:
New Vehicles (excluding agency)	$	57,269		$	54,951		4.2	%	$	57,013		$	54,345		4.9	%
Used Vehicles		34,228			34,533		(0.9)	%		34,797			34,628		0.5	%

Retail Automotive Same-Store Gross Profit Per Vehicle Retailed:
New Vehicles (excluding agency)	$	5,518		$	6,474		(14.8)	%	$	6,024		$	6,786		(11.2)	%
Used Vehicles		1,443			1,761		(18.1)	%		1,703			2,106		(19.1)	%
Finance and Insurance (excluding agency)		1,897			1,866		1.7	%		1,861			1,918		(3.0)	%
Agency		2,001			—		nm			1,805			—		nm

Retail Automotive Same-Store Gross Margin:
New Vehicles		10.1	%		11.8	%	(170)bps			11.0	%		12.5	%	(150)bps
Used Vehicles		4.2	%		5.1	%	(90)bps			4.9	%		6.1	%	(120)bps
Service and Parts		58.4	%		58.4	%	—bps			59.2	%		59.5	%	(30)bps
Fleet and Wholesale		4.2	%		3.4	%	+80bps			4.4	%		3.7	%	+70bps
Total Gross Margin		16.2	%		17.1	%	(90)bps			16.5	%		17.5	%	(100)bps

Retail Automotive Same-Store Revenue Mix Percentages:
New Vehicles		48.4	%		47.0	%	+140bps			45.1	%		42.4	%	+270bps
Used Vehicles		31.9	%		33.5	%	(160)bps			35.2	%		38.0	%	(280)bps
Finance and Insurance, Net		3.4	%		3.4	%	—bps			3.3	%		3.6	%	(30)bps
Service and Parts		11.0	%		10.7	%	+30bps			10.6	%		10.2	%	+40bps
Fleet and Wholesale		5.3	%		5.4	%	(10)bps			5.8	%		5.8	%	—bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Automotive Same-Store Gross Profit Mix Percentages:
New Vehicles		30.1	%		32.4	%	(230)bps			29.9	%		30.3	%	(40)bps
Used Vehicles		8.3	%		10.0	%	(170)bps			10.4	%		13.2	%	(280)bps
Finance and Insurance, Net		20.8	%		19.9	%	+90bps			20.2	%		20.6	%	(40)bps
Service and Parts		39.4	%		36.6	%	+280bps			37.9	%		34.7	%	+320bps
Fleet and Wholesale		1.4	%		1.1	%	+30bps			1.6	%		1.2	%	+40bps
Total		100.0	%		100.0	%				100.0	%		100.0	%
nm – not meaningful


			10

PENSKE AUTOMOTIVE GROUP, INC.

Retail Commercial Truck Operations

(Unaudited)


	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2023			2022			Change		2023			2022			Change
Retail Commercial Truck Units:
New Retail		4,513			5,181		(12.9)	%		18,242			17,932		1.7	%
Used Retail		896			523		71.3	%		3,138			2,669		17.6	%
Total		5,409			5,704		(5.2)	%		21,380			20,601		3.8	%

Retail Commercial Truck Revenue: (Amounts in Millions)
New Vehicles	$	619.2		$	685.0		(9.6)	%	$	2,480.2		$	2,308.7		7.4	%
Used Vehicles		59.6			48.1		23.9	%		229.9			301.3		(23.7)	%
Finance and Insurance, Net		6.0			4.2		42.9	%		21.9			20.5		6.8	%
Service and Parts		212.2			211.7		0.2	%		907.3			852.2		6.5	%
Wholesale and Other		7.8			11.8		(33.9)	%		45.0			58.6		(23.2)	%
Total Revenue	$	904.8		$	960.8		(5.8)	%	$	3,684.3		$	3,541.3		4.0	%

Retail Commercial Truck Gross Profit: (Amounts in Millions)
New Vehicles	$	38.0		$	34.5		10.1	%	$	148.2		$	126.4		17.2	%
Used Vehicles		5.5			4.5		22.2	%		19.6			22.0		(10.9)	%
Finance and Insurance, Net		6.0			4.2		42.9	%		21.9			20.5		6.8	%
Service and Parts		90.3			89.1		1.3	%		383.6			360.5		6.4	%
Wholesale and Other		3.4			5.9		(42.4)	%		19.1			25.7		(25.7)	%
Total Gross Profit	$	143.2		$	138.2		3.6	%	$	592.4		$	555.1		6.7	%

Retail Commercial Truck Revenue Per Vehicle Retailed:
New Vehicles	$	137,197		$	132,217		3.8	%	$	135,959		$	128,750		5.6	%
Used Vehicles		66,464			91,927		(27.7)	%		73,263			112,900		(35.1)	%

Retail Commercial Truck Gross Profit Per Vehicle Retailed:
New Vehicles	$	8,412		$	6,663		26.2	%	$	8,126		$	7,048		15.3	%
Used Vehicles		6,104			8,658		(29.5)	%		6,251			8,247		(24.2)	%
Finance and Insurance		1,102			732		50.5	%		1,022			997		2.5	%

Retail Commercial Truck Gross Margin:
New Vehicles		6.1	%		5.0	%	+110bps			6.0	%		5.5	%	+50bps
Used Vehicles		9.2	%		9.4	%	(20)bps			8.5	%		7.3	%	+120bps
Service and Parts		42.6	%		42.1	%	+50bps			42.3	%		42.3	%	—bps
Wholesale and Other		43.6	%		50.0	%	(640)bps			42.4	%		43.9	%	(150)bps
Total Gross Margin		15.8	%		14.4	%	+140bps			16.1	%		15.7	%	+40bps

Retail Commercial Truck Revenue Mix Percentages:
New Vehicles		68.4	%		71.3	%	(290)bps			67.3	%		65.2	%	+210bps
Used Vehicles		6.6	%		5.0	%	+160bps			6.2	%		8.5	%	(230)bps
Finance and Insurance, Net		0.7	%		0.4	%	+30bps			0.6	%		0.6	%	—bps
Service and Parts		23.5	%		22.0	%	+150bps			24.6	%		24.1	%	+50bps
Wholesale and Other		0.8	%		1.3	%	(50)bps			1.3	%		1.6	%	(30)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Commercial Truck Gross Profit Mix Percentages:
New Vehicles		26.5	%		25.0	%	+150bps			25.0	%		22.8	%	+220bps
Used Vehicles		3.8	%		3.3	%	+50bps			3.3	%		4.0	%	(70)bps
Finance and Insurance, Net		4.2	%		3.0	%	+120bps			3.7	%		3.7	%	—bps
Service and Parts		63.1	%		64.5	%	(140)bps			64.8	%		64.9	%	(10)bps
Wholesale and Other		2.4	%		4.2	%	(180)bps			3.2	%		4.6	%	(140)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%


			11

PENSKE AUTOMOTIVE GROUP, INC.

Retail Commercial Truck Operations Same-Store

(Unaudited)


	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2023			2022			Change		2023			2022			Change
Retail Commercial Truck Same-Store Units:
New Retail		4,344			5,181		(16.2)	%		16,988			17,220		(1.3)	%
Used Retail		885			523		69.2	%		3,046			2,630		15.8	%
Total		5,229			5,704		(8.3)	%		20,034			19,850		0.9	%

Retail Commercial Truck Same-Store Revenue: (Amounts in Millions)
New Vehicles	$	593.1		$	685.0		(13.4)	%	$	2,312.8		$	2,227.7		3.8	%
Used Vehicles		58.9			48.1		22.5	%		224.2			298.3		(24.8)	%
Finance and Insurance, Net		5.6			4.2		33.3	%		20.4			20.0		2.0	%
Service and Parts		202.4			211.7		(4.4)	%		829.5			807.9		2.7	%
Wholesale and Other		7.9			11.8		(33.1)	%		44.8			58.1		(22.9)	%
Total Revenue	$	867.9		$	960.8		(9.7)	%	$	3,431.7		$	3,412.0		0.6	%

Retail Commercial Truck Same-Store Gross Profit: (Amounts in Millions)
New Vehicles	$	35.8		$	34.5		3.8	%	$	133.8		$	120.9		10.7	%
Used Vehicles		5.6			4.5		24.4	%		19.5			21.6		(9.7)	%
Finance and Insurance, Net		5.6			4.2		33.3	%		20.4			20.0		2.0	%
Service and Parts		86.6			89.1		(2.8)	%		352.5			343.3		2.7	%
Wholesale and Other		3.4			5.6		(39.3)	%		18.2			24.9		(26.9)	%
Total Gross Profit	$	137.0		$	137.9		(0.7)	%	$	544.4		$	530.7		2.6	%

Retail Commercial Truck Same-Store Revenue Per Vehicle Retailed:
New Vehicles	$	136,528		$	132,217		3.3	%	$	136,144		$	129,364		5.2	%
Used Vehicles		66,555			91,927		(27.6)	%		73,593			113,416		(35.1)	%

Retail Commercial Truck Same-Store Gross Profit Per Vehicle Retailed:
New Vehicles	$	8,250		$	6,663		23.8	%	$	7,877		$	7,018		12.2	%
Used Vehicles		6,306			8,658		(27.2)	%		6,395			8,207		(22.1)	%
Finance and Insurance		1,069			732		46.0	%		1,018			1,008		1.0	%

Retail Commercial Truck Same-Store Gross Margin:
New Vehicles		6.0	%		5.0	%	+100bps			5.8	%		5.4	%	+40bps
Used Vehicles		9.5	%		9.4	%	+10bps			8.7	%		7.2	%	+150bps
Service and Parts		42.8	%		42.1	%	+70bps			42.5	%		42.5	%	—bps
Wholesale and Other		43.0	%		47.5	%	(450)bps			40.6	%		42.9	%	(230)bps
Total Gross Margin		15.8	%		14.4	%	+140bps			15.9	%		15.6	%	+30bps

Retail Commercial Truck Same-Store Revenue Mix Percentages:
New Vehicles		68.3	%		71.3	%	(300)bps			67.4	%		65.3	%	+210bps
Used Vehicles		6.8	%		5.0	%	+180bps			6.5	%		8.7	%	(220)bps
Finance and Insurance, Net		0.6	%		0.4	%	+20bps			0.6	%		0.6	%	—bps
Service and Parts		23.3	%		22.0	%	+130bps			24.2	%		23.7	%	+50bps
Wholesale and Other		1.0	%		1.3	%	(30)bps			1.3	%		1.7	%	(40)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%

Retail Commercial Truck Same-Store Gross Profit Mix Percentages:
New Vehicles		26.1	%		25.0	%	+110bps			24.6	%		22.8	%	+180bps
Used Vehicles		4.1	%		3.3	%	+80bps			3.6	%		4.1	%	(50)bps
Finance and Insurance, Net		4.1	%		3.0	%	+110bps			3.7	%		3.8	%	(10)bps
Service and Parts		63.2	%		64.6	%	(140)bps			64.8	%		64.7	%	+10bps
Wholesale and Other		2.5	%		4.1	%	(160)bps			3.3	%		4.6	%	(130)bps
Total		100.0	%		100.0	%				100.0	%		100.0	%


			12

PENSKE AUTOMOTIVE GROUP, INC.

Supplemental Data

(Unaudited)


	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2023		2022		2023		2022
Retail Automotive Revenue Mix:
Premium:
BMW / MINI	27	%	27	%	26	%	26	%
Audi	10	%	10	%	11	%	11	%
Mercedes-Benz	9	%	11	%	9	%	10	%
Land Rover / Jaguar	7	%	7	%	7	%	7	%
Porsche	9	%	8	%	8	%	7	%
Ferrari / Maserati	2	%	3	%	3	%	3	%
Lexus	3	%	2	%	3	%	3	%
Acura	1	%	1	%	1	%	1	%
Bentley	1	%	1	%	1	%	1	%
Others	3	%	3	%	2	%	2	%
Total Premium	72	%	73	%	71	%	71	%
Volume Non-U.S.:
Toyota	11	%	11	%	10	%	11	%
Honda	6	%	6	%	6	%	5	%
Volkswagen	2	%	1	%	2	%	2	%
Hyundai	1	%	1	%	1	%	1	%
Others	1	%	1	%	2	%	2	%
Total Volume Non-U.S.	21	%	20	%	21	%	21	%
U.S.:
General Motors / Stellantis	1	%	1	%	1	%	1	%
CarShop Used Vehicle Centers	6	%	6	%	7	%	7	%
Total	100	%	100	%	100	%	100	%


	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
Capital Expenditures / Stock Repurchases:	2023		2022		2023		2022
(Amounts in Millions)
Capital expenditures	$	103.2	$	86.8	$	375.3	$	282.5
Cash paid for acquisitions, net of cash acquired	$	3.6	$	—	$	214.9	$	393.4
Stock repurchases:
Aggregate purchase price	$	17.6	$	284.5	$	382.2	$	886.5
Shares repurchased		0.1		2.5		2.8		8.2


Balance Sheet and Other Highlights:	December 31, 2023		December 31, 2022
(Amounts in Millions)
Cash and Cash Equivalents	$	96.4	$	106.5
Inventories	$	4,293.1	$	3,509.1
Total Floor Plan Notes Payable	$	3,771.5	$	2,996.3
Total Long-Term Debt	$	1,629.2	$	1,622.1
Equity	$	4,755.6	$	4,174.8

Debt to Total Capitalization Ratio		25.5%		28.0%
Leverage Ratio (1)		1.0x		0.8x
New vehicle days' supply		39 days		25 days
Used vehicle days' supply		48 days		53 days
__________________________
(1)See the following Non-GAAP reconciliation table


			13

PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Non-GAAP Reconciliations

(Unaudited)

The following tables reconcile reported income from continuing operations and earnings per share to adjusted income from continuing operations and adjusted earnings per share for the three and twelve months ended December 31, 2023, and 2022:


	Three Months Ended						Twelve Months Ended
(Amounts in Millions)	December 31,						December 31,
	2023		2022		% Change		2023		2022		% Change
Amounts Attributable to Common Stockholders:
Income from Continuing Operations	$	190.7	$	298.0	(36.0)	%	$	1,053.2	$	1,380.0	(23.7)	%
Impairment Charges (1)		40.7		—	nm			40.7		—	nm



Adjusted Income from Continuing Operations	$	231.4	$	298.0	(22.3)	%	$	1,093.9	$	1,380.0	(20.7)	%


	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2023		2022		% Change		2023		2022		% Change
Amounts Attributable to Common Stockholders:
Earnings Per Share from Continuing Operations	$	2.84	$	4.21	(32.5)	%	$	15.50	$	18.55	(16.4)	%
Impairment Charges (1)		0.61		—	nm			0.60		—	nm



Adjusted Earnings Per Share from Continuing Operations	$	3.45	$	4.21	(18.1)	%	$	16.10	$	18.55	(13.2)	%

The following table reconciles income from continuing operations before taxes (EBT) to adjusted income from continuing operations before taxes (EBT) for the three and twelve months ending December 31, 2023, and 2022:


	Three Months Ended						Twelve Months Ended
(Amounts in Millions)	December 31,						December 31,
	2023		2022		% Change		2023		2022		% Change

Income from Continuing Operations Before Taxes	$	255.8	$	394.8	(35.2)	%	$	1,419.5	$	1,859.2	(23.6)	%
Impairment Charges (1)		40.7		—	nm			40.7		—	nm


Adjusted Income from Continuing Operations Before Taxes	$	296.5	$	394.8	(24.9)	%	$	1,460.2	$	1,859.2	(21.5)	%
__________________________
(1)Impairment charges relate to our Used Vehicle Dealerships International reporting unit

nm – not meaningful


			14

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 twelve months ended December 31, 2023, and 2022:


	Three Months Ended
	December 31,				2023 vs. 2022
(Amounts in Millions)	2023		2022		Change		% Change

Net Income	$	192.0	$	299.3	$	(107.3)	(35.9)	%
Add: Depreciation		37.6		32.2		5.4	16.8	%
Other Interest Expense		23.1		19.0		4.1	21.6	%
Income Taxes		63.8		95.5		(31.7)	(33.2)	%

EBITDA	$	316.5	$	446.0	$	(129.5)	(29.0)	%
Add: Impairment Charges (1)		40.7		—		40.7	nm



Adjusted EBITDA	$	357.2	$	446.0	$	(88.8)	(19.9)	%


	Twelve Months Ended
	December 31,				2023 vs. 2022
(Amounts in Millions)	2023		2022		Change		% Change

Net Income	$	1,058.6	$	1,386.2	$	(327.6)	(23.6)	%
Add: Depreciation		141.0		127.3		13.7	10.8	%
Other Interest Expense		92.6		70.4		22.2	31.5	%
Income Taxes		360.9		473.0		(112.1)	(23.7)	%

EBITDA	$	1,653.1	$	2,056.9	$	(403.8)	(19.6)	%
Add: Impairment Charges (1)		40.7		—		40.7	nm



Adjusted EBITDA	$	1,693.8	$	2,056.9	$	(363.1)	(17.7)	%

nm – not meaningful

The following table reconciles the leverage ratio as of December 31, 2023, and December 31, 2022:


	Twelve			Twelve
	Months Ended			Months Ended
(Amounts in Millions)	December 31, 2023			December 31, 2022

Net Income	$	1,058.6		$	1,386.2
Add: Depreciation			141.0			127.3
Other Interest Expense			92.6			70.4
Income Taxes			360.9			473.0

EBITDA	$	1,653.1		$	2,056.9
Add: Impairment Charges (1)			40.7			—


Adjusted EBITDA	$	1,693.8		$	2,056.9

Total Non-Vehicle Long-Term Debt	$	1,629.2		$	1,622.1
Leverage Ratio			1.0x			0.8x
__________________________
(1)Impairment charges relate to our Used Vehicle Dealerships International reporting unit

# # # # # # #


			15

Cover Page	Feb. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 07, 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