PENSKE AUTOMOTIVE GROUP, INC. (Form: 10-Q, Received: 07/27/2023 16:20:41)

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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-12297

Penske Automotive Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware			22-3086739
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2555 Telegraph Road
Bloomfield Hills, Michigan			48302-0954
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code:

(248) 648-2500

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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

Large Accelerated Filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

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

As of July 19, 2023, there were 67,298,461 shares of voting common stock outstanding.

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TABLE OF CONTENTS


			Page

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of June 30, 2023, and December 31, 2022			3
Consolidated Condensed Statements of Income for the three and six months ended June 30, 2023 and 2022			4
Consolidated Condensed Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022			5
Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022			6
Consolidated Condensed Statement of Equity for the three and six months ended June 30, 2023 and 2022			7
Notes to Consolidated Condensed Financial Statements			9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative & Qualitative Disclosures About Market Risk			53
Item 4. Controls and Procedures			53
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			55

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			55
Item 6. Exhibits			56

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

PENSKE AUTOMOTIVE GROUP, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
	(In millions, except share and per share amounts)
ASSETS
Cash and cash equivalents	$	119.6	$	106.5
Accounts receivable, net of allowance for doubtful accounts of $6.7 and $6.6	890.6		906.7
Inventories	3,881.3		3,509.1
Other current assets	194.9		141.9
Total current assets	5,086.4		4,664.2
Property and equipment, net	2,624.5		2,496.5
Operating lease right-of-use assets	2,389.1		2,416.1
Goodwill	2,208.9		2,154.7
Other indefinite-lived intangible assets	718.6		690.9
Equity method investments	1,709.1		1,636.9
Other long-term assets	60.3		55.3
Total assets	$	14,796.9	$	14,114.6
LIABILITIES AND EQUITY
Floor plan notes payable	$	1,706.7	$	1,565.7
Floor plan notes payable — non-trade	1,465.1		1,430.6
Accounts payable	943.5		853.5
Accrued expenses and other current liabilities	823.1		788.1
Current portion of long-term debt	130.1		75.2

Total current liabilities	5,068.5		4,713.1
Long-term debt	1,613.6		1,546.9
Long-term operating lease liabilities	2,308.6		2,335.7
Deferred tax liabilities	1,156.6		1,121.0
Other long-term liabilities	239.9		223.1
Total liabilities	10,387.2		9,939.8
Commitments and contingent liabilities (Note 10)
Equity
Penske Automotive Group stockholders' equity:
Preferred Stock, $0.0001 par value; 100,000 shares authorized; none issued and outstanding	—		—
Common Stock, $0.0001 par value, 240,000,000 shares authorized; 67,305,089 shares issued and outstanding at June 30, 2023; 69,681,891 shares issued and outstanding at December 31, 2022	—		—
Non-voting Common Stock, $0.0001 par value; 7,125,000 shares authorized; none issued and outstanding	—		—
Class C Common Stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding	—		—
Additional paid-in capital	—		—
Retained earnings	4,657.9		4,483.3
Accumulated other comprehensive income (loss)	(275.8)		(335.3)
Total Penske Automotive Group stockholders' equity	4,382.1		4,148.0
Non-controlling interest	27.6		26.8
Total equity	4,409.7		4,174.8
Total liabilities and equity	$	14,796.9	$	14,114.6

See Notes to Consolidated Condensed Financial Statements

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PENSKE AUTOMOTIVE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF INCOME


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(Unaudited)
	(In millions, except per share amounts)
Revenue:
Retail automotive dealership	$	6,406.0	$	5,997.3	$	12,705.8	$	12,026.5
Retail commercial truck dealership	919.2		768.7		1,814.8		1,561.0
Commercial vehicle distribution and other	143.3		140.9		286.9		294.8
Total revenues	7,468.5		6,906.9		14,807.5		13,882.3
Cost of sales:
Retail automotive dealership	5,320.1		4,937.3		10,557.3		9,915.8
Retail commercial truck dealership	772.4		632.7		1,521.0		1,283.8
Commercial vehicle distribution and other	103.0		99.9		203.9		214.0
Total cost of sales	6,195.5		5,669.9		12,282.2		11,413.6
Gross profit	1,273.0		1,237.0		2,525.3		2,468.7
Selling, general, and administrative expenses	858.1		817.7		1,703.0		1,615.5
Depreciation	34.1		31.7		68.0		63.6
Operating income	380.8		387.6		754.3		789.6
Floor plan interest expense	(30.8)		(9.0)		(58.7)		(16.5)
Other interest expense	(24.2)		(17.0)		(45.0)		(33.5)

Equity in earnings of affiliates	74.5		138.0		156.6		257.6
Income before income taxes	400.3		499.6		807.2		997.2
Income taxes	(97.7)		(123.7)		(205.0)		(251.8)


Net income	302.6		375.9		602.2		745.4
Less: Income attributable to non-controlling interests	1.8		1.9		3.1		3.5
Net income attributable to Penske Automotive Group common stockholders	$	300.8	$	374.0	$	599.1	$	741.9
Basic earnings per share attributable to Penske Automotive Group common stockholders:


Net income attributable to Penske Automotive Group common stockholders	$	4.41	$	4.93	$	8.72	$	9.70
Shares used in determining basic earnings per share	68.2		75.8		68.7		76.5
Diluted earnings per share attributable to Penske Automotive Group common stockholders:


Net income attributable to Penske Automotive Group common stockholders	$	4.41	$	4.93	$	8.72	$	9.70
Shares used in determining diluted earnings per share	68.2		75.8		68.7		76.5
Amounts attributable to Penske Automotive Group common stockholders:
Net income	$	302.6	$	375.9	$	602.2	$	745.4
Less: Income attributable to non-controlling interests	1.8		1.9		3.1		3.5


Net income attributable to Penske Automotive Group common stockholders	$	300.8	$	374.0	$	599.1	$	741.9
Cash dividends per share	$	0.66	$	0.50	$	1.27	$	0.97

See Notes to Consolidated Condensed Financial Statements

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PENSKE AUTOMOTIVE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(Unaudited)
	(In millions)
Net income	$	302.6	$	375.9	$	602.2	$	745.4
Other comprehensive income (loss):
Foreign currency translation adjustment	33.4		(120.3)		51.7		(148.8)




Other adjustments to comprehensive income, net	3.4		5.7		8.2		4.5
Other comprehensive income (loss), net of tax	36.8		(114.6)		59.9		(144.3)
Comprehensive income	339.4		261.3		662.1		601.1
Less: Comprehensive income attributable to non-controlling interests	1.9		1.1		3.5		2.3
Comprehensive income attributable to Penske Automotive Group common stockholders	$	337.5	$	260.2	$	658.6	$	598.8

See Notes to Consolidated Condensed Financial Statements

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PENSKE AUTOMOTIVE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30,
	2023		2022
	(Unaudited)
	(In millions)
Operating Activities:
Net income	$	602.2	$	745.4
Adjustments to reconcile net income to net cash from operating activities:
Depreciation	68.0		63.6
Earnings of equity method investments	(116.2)		(198.4)

Deferred income taxes	26.1		74.8

Changes in operating assets and liabilities:
Accounts receivable	26.5		(58.1)
Inventories	(274.2)		(15.1)
Floor plan notes payable	112.7		121.0
Accounts payable and accrued expenses	94.4		129.7
Other	65.0		16.3
Net cash provided by operating activities	604.5		879.2
Investing Activities:
Purchases of property, equipment, and improvements	(185.5)		(138.1)

Proceeds from sale of property and equipment	9.9		11.4
Acquisitions net, including repayment of sellers' floor plan notes payable of $21.3 and $51.3, respectively	(80.5)		(225.9)
Other	(5.3)		(4.4)
Net cash used in investing activities	(261.4)		(357.0)
Financing Activities:
Proceeds from borrowings under revolving U.S. credit agreement and mortgage facility	1,355.7		974.0
Repayments under revolving U.S. credit agreement and mortgage facility	(1,288.0)		(974.0)
Net borrowings of other debt	44.9		23.8
Net repayments of floor plan notes payable — non-trade	(2.4)		(115.6)

Repurchases of common stock	(328.1)		(275.4)
Payments of tax withholding for stock-based compensation	(22.4)		(17.2)
Dividends	(87.2)		(74.4)
Payment of debt issuance costs	(2.0)		(0.1)
Other	(0.1)		(0.1)
Net cash used in financing activities	(329.6)		(459.0)





Effect of exchange rate changes on cash and cash equivalents	(0.4)		(9.0)
Net change in cash and cash equivalents	13.1		54.2
Cash and cash equivalents, beginning of period	106.5		100.7
Cash and cash equivalents, end of period	$	119.6	$	154.9
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	114.3	$	49.2
Income taxes	212.4		158.9

See Notes to Consolidated Condensed Financial Statements

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PENSKE AUTOMOTIVE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY


	Three Months Ended June 30, 2023
	Voting and Non-voting Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Penske Automotive Group Stockholders' Equity		Non-controlling Interest		Total Equity
	Issued Shares	Amount
	(Unaudited)
	(Dollars in millions)
Balance, March 31, 2023	69,000,558	$	—	$	—	$	4,635.8	$	(312.5)	$	4,323.3	$	28.1	$	4,351.4

Equity compensation	17,763	—		8.2		—		—		8.2		—		8.2
Repurchases of common stock	(1,713,232)	—		(8.2)		(233.8)		—		(242.0)		—		(242.0)
Dividends	—	—		—		(44.9)		—		(44.9)		—		(44.9)

Distributions to non-controlling interest	—	—		—		—		—		—		(2.4)		(2.4)
Foreign currency translation	—	—		—		—		33.3		33.3		0.1		33.4
Other	—	—		—		—		3.4		3.4		—		3.4
Net income	—	—		—		300.8		—		300.8		1.8		302.6
Balance, June 30, 2023	67,305,089	$	—	$	—	$	4,657.9	$	(275.8)	$	4,382.1	$	27.6	$	4,409.7


	Three Months Ended June 30, 2022
	Voting and Non-voting Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Penske Automotive Group Stockholders' Equity		Non-controlling Interest		Total Equity
	Issued Shares	Amount
	(Unaudited)
	(Dollars in millions)
Balance, March 31, 2022	76,658,405	$	—	$	—	$	4,336.9	$	(198.1)	$	4,138.8	$	25.6	$	4,164.4

Equity compensation	20,164	—		7.2		—		—		7.2		—		7.2
Repurchases of common stock	(1,663,107)	—		(7.2)		(166.2)		—		(173.4)		—		(173.4)
Dividends	—	—		—		(38.0)		—		(38.0)		—		(38.0)

Distributions to non-controlling interest	—	—		—		—		—		—		(2.1)		(2.1)
Foreign currency translation	—	—		—		—		(119.5)		(119.5)		(0.8)		(120.3)
Other	—	—		—		—		5.7		5.7		—		5.7
Net income	—	—		—		374.0		—		374.0		1.9		375.9
Balance, June 30, 2022	75,015,462	$	—	$	—	$	4,506.7	$	(311.9)	$	4,194.8	$	24.6	$	4,219.4

See Notes to Consolidated Condensed Financial Statements

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PENSKE AUTOMOTIVE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY


	Six Months Ended June 30, 2023
	Voting and Non-voting Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Penske Automotive Group Stockholders’ Equity		Non-controlling Interest		Total Equity
	Issued Shares	Amount
	(Unaudited)
	(Dollars in millions)
Balance, December 31, 2022	69,681,891	$	—	$	—	$	4,483.3	$	(335.3)	$	4,148.0	$	26.8	$	4,174.8

Equity compensation	226,757	—		16.0		—		—		16.0		—		16.0
Repurchases of common stock	(2,603,559)	—		(16.0)		(337.3)		—		(353.3)		—		(353.3)
Dividends	—	—		—		(87.2)		—		(87.2)		—		(87.2)

Distributions to non-controlling interest	—	—		—		—		—		—		(2.7)		(2.7)
Foreign currency translation	—	—		—		—		51.3		51.3		0.4		51.7
Other	—	—		—		—		8.2		8.2		—		8.2
Net income	—	—		—		599.1		—		599.1		3.1		602.2
Balance, June 30, 2023	67,305,089	$	—	$	—	$	4,657.9	$	(275.8)	$	4,382.1	$	27.6	$	4,409.7


	Six Months Ended June 30, 2022
	Voting and Non-voting Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Penske Automotive Group Stockholders’ Equity		Non-controlling Interest		Total Equity
	Issued Shares	Amount
	(Unaudited)
	(Dollars in millions)
Balance, December 31, 2021	77,574,172	$	—	$	42.2	$	4,196.6	$	(168.8)	$	4,070.0	$	25.0	$	4,095.0
Penske Transportation Solutions Adoption of ASC 842	—	—		—		(121.6)		—		(121.6)		—		(121.6)
Equity compensation	307,846	—		14.6		—		—		14.6		—		14.6
Repurchases of common stock	(2,866,556)	—		(56.8)		(235.8)		—		(292.6)		—		(292.6)
Dividends	—	—		—		(74.4)		—		(74.4)		—		(74.4)

Distributions to non-controlling interest	—	—		—		—		—		—		(2.7)		(2.7)
Foreign currency translation	—	—		—		—		(147.6)		(147.6)		(1.2)		(148.8)
Other	—	—		—		—		4.5		4.5		—		4.5
Net income	—	—		—		741.9		—		741.9		3.5		745.4
Balance, June 30, 2022	75,015,462	$	—	$	—	$	4,506.7	$	(311.9)	$	4,194.8	$	24.6	$	4,219.4

See Notes to Consolidated Condensed Financial Statements

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PENSKE AUTOMOTIVE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In millions, except share and per share amounts)

1. Interim Financial Statements

Unless the context otherwise requires, the use of the terms "PAG," "we," "us," and "our" in these Notes to the Consolidated Condensed Financial Statements refers to Penske Automotive Group, Inc. and its consolidated subsidiaries.

Business Overview and Concentrations

We are a diversified international transportation services company and one of the world's premier automotive and commercial truck retailers. We operate dealerships in the United States, the United Kingdom, Canada, Germany, Italy, and Japan, and we are one of the largest retailers of commercial trucks in North America for Freightliner. We also distribute and retail commercial vehicles, diesel and gas engines, power systems, and related parts and services principally in Australia and New Zealand. We employ over 27,000 people worldwide. Additionally, we own 28.9% of Penske Transportation Solutions, a business that employs over 43,000 people worldwide, manages one of the largest, most comprehensive and modern trucking fleets in North America with over 431,000 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts, and provides innovative transportation, supply chain, and technology solutions to its customers.

Retail Automotive. We are one of the largest global automotive retailers as measured by the $23.7 billion in total retail automotive dealership revenue we generated in 2022. We are diversified geographically with 54% of our total retail automotive dealership revenues in the six months ended June 30, 2023, generated in the U.S. and Puerto Rico and 46% generated outside of the U.S. We offer over 35 vehicle brands with 71% of our retail automotive franchised dealership revenue generated from premium brands, such as Audi, BMW, Land Rover, Mercedes-Benz, and Porsche, in the six months ended June 30, 2023. As of June 30, 2023, we operated 337 retail automotive franchised dealerships, of which 148 are located in the U.S. and 189 are located outside of the U.S. The franchised dealerships outside of the U.S. are located primarily in the U.K. As of June 30, 2023, we also operated 20 used vehicle dealerships, with seven dealerships in the U.S. and 13 dealerships in the U.K., which retailed used vehicles under a one price, "no-haggle" methodology under the CarShop brand.

Each of our franchised dealerships offers a wide selection of new and used vehicles for sale. In addition to selling new and used vehicles, we generate higher-margin revenue at each of our dealerships through maintenance and repair services, the sale and placement of third-party finance and insurance products, third-party extended service and maintenance contracts, replacement and aftermarket automotive products, and at certain of our locations, collision repair services. We operate our franchised dealerships under franchise agreements with a number of automotive manufacturers and distributors that are subject to certain rights and restrictions typical of the industry. Beginning in 2023, we transitioned our Mercedes-Benz U.K. dealerships to an agency model under which these dealerships receive a fee for facilitating the sale by the manufacturer of a new vehicle but do not hold the vehicle in inventory. Vehicles sold under this agency model are counted as new agency units sold instead of new retail units sold by us, and only the fee we receive from the manufacturer, not the price of the vehicle, is reported as new revenue (as opposed to previously recording all of the vehicle sale price as new revenue) with no corresponding cost of sale. We continue to provide new vehicle customer service at our Mercedes-Benz U.K. dealerships, and the Mercedes-Benz U.K. agency model at this time has not changed our used vehicle sales operations or service and parts operations, although the long-term impact of the agency model at these dealerships as well as other agency models proposed by our manufacturer partners is uncertain.

During the six months ended June 30, 2023, we closed four locations in the U.S., consisting of three retail automotive franchises and one CarShop location.

Retail Commercial Truck Dealership. We operate Premier Truck Group ("PTG"), a heavy- and medium-duty truck dealership group offering primarily Freightliner and Western Star trucks (both Daimler brands), with locations across nine U.S. states and the Canadian provinces of Ontario and Manitoba. In June 2023, we acquired Transolutions Truck Centres ("TSTC"), a retailer of heavy- and medium-duty commercial trucks and buses across the greater Winnipeg, Manitoba market, adding three full-service dealerships and two service and parts centers to PTG’s operations. As of June 30, 2023, PTG operated 44 locations selling new and/or used trucks, performing service and parts operations, or offering collision repair services.

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Penske Australia. Penske Australia is the exclusive importer and distributor of Western Star heavy-duty trucks (a Daimler brand), MAN heavy- and medium-duty trucks and buses (a VW Group brand), and Dennis Eagle refuse collection vehicles, together with associated parts, across Australia, New Zealand, and portions of the Pacific. In most of these same markets, we are also a leading distributor of diesel and gas engines and power systems, principally representing MTU (a Rolls-Royce solution), Detroit Diesel, Allison Transmission, and Bergen Engines. Penske Australia offers products across the on- and off-highway markets, including in the trucking, mining, power generation, defense, marine, rail, and construction sectors and supports full parts and aftersales service through a network of branches, field service locations, and dealers across the region.

Penske Transportation Solutions. We hold a 28.9% ownership interest in Penske Truck Leasing Co., L.P. ("PTL"). PTL is owned 41.1% by Penske Corporation, 28.9% by us, and 30.0% by Mitsui & Co., Ltd. ("Mitsui"). We account for our investment in PTL under the equity method, and we therefore record our share of PTL's earnings on our statements of income under the caption "Equity in earnings of affiliates," which also includes the results of our other equity method investments. Penske Transportation Solutions ("PTS") is the universal brand name for PTL's various business lines through which it is capable of meeting customers' needs across the supply chain with a broad product offering that includes full-service truck leasing, truck rental, and contract maintenance along with logistic services, such as dedicated contract carriage, distribution center management, freight management, and dry van truckload carrier services.

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements of PAG have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and disclosures normally included in our annual financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC rules and regulations. The information presented as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 is unaudited but includes all adjustments which our management believes to be necessary for the fair presentation of results for the periods presented. Results for interim periods are not necessarily indicative of results to be expected for the year. These consolidated condensed financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2022, which are included as part of our Annual Report on Form 10-K.

Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accounts requiring the use of significant estimates include accounts receivable, inventories, income taxes, intangible assets, leases, and certain reserves.

Fair Value of Financial Instruments

Accounting standards define fair value as the price that would be received from selling an asset, or paid to transfer a liability in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:


Level 1			Quoted prices in active markets for identical assets or liabilities

Level 2			Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted market prices in markets that are not active, or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3			Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Our financial instruments consist of cash and cash equivalents, debt, floor plan notes payable, and forward exchange contracts used to hedge future cash flows. Other than our fixed rate debt, the carrying amount of all significant financial

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instruments approximates fair value due either to length of maturity, the existence of variable interest rates that approximate prevailing market rates, or as a result of mark to market accounting.

Our fixed rate debt consists of amounts outstanding under our senior subordinated notes and mortgage facilities. We estimate the fair value of our senior unsecured notes using quoted prices for the identical liability (Level 2), and we estimate the fair value of our mortgage facilities using a present value technique based on our current market interest rates for similar types of financial instruments (Level 2). A summary of our fixed rate debt is as follows:


	June 30, 2023		December 31, 2022
	Carrying Value	Fair Value	Carrying Value	Fair Value
3.50% senior subordinated notes due 2025	546.9	520.9	546.2	$	508.7
3.75% senior subordinated notes due 2029	495.4	428.0	495.1	404.2
Mortgage facilities (1)	585.6	555.1	494.3	462.1
_____________________
(1)In addition to fixed rate debt, our mortgage facilities also include a revolving mortgage facility through Toyota Motor Credit Corporation that bears interest at a variable rate based on the prime rate. The fair value equals the carrying value.

Disposals

The results of operations for disposals are included within net income unless they meet the criteria to be classified as held for sale and treated as discontinued operations.

Income Taxes

Tax regulations may require items to be included in our tax return at different times than when those items are reflected in our financial statements. Some of the differences are permanent, such as expenses that are not deductible on our tax return, and some are temporary differences, such as the timing of depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that will be used as a tax deduction or credit in our tax return in future years which we have already recorded in our financial statements. Deferred tax liabilities generally represent deductions taken on our tax return that have not yet been recognized as an expense in our financial statements. We establish valuation allowances for our deferred tax assets if the amount of expected future taxable income is not more likely than not to allow for the use of the deduction or credit.

Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This ASU provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope." This ASU refines the scope of ASC 848 and clarifies some of its guidance as part of the Board's monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." This ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. These new standards were effective upon issuance and generally can be applied to applicable contract modifications. While some of our floorplan arrangements and certain credit agreements had historically used LIBOR as a benchmark for calculating the applicable interest rate, all of our agreements previously utilizing LIBOR have transitioned to an alternative benchmark rate on or before July 1, 2023. These changes have not had a significant impact on our consolidated financial position, results of operations, and cash flows.

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2. Revenues

Automotive and commercial truck dealerships generate the majority of our revenues. New and used vehicle revenues typically include sales to retail customers, to fleet customers, and to leasing companies providing consumer leasing. We generate finance and insurance revenues from sales of third-party extended service contracts, sales of third-party insurance policies, commissions relating to the sale of finance and lease contracts to third parties, and the sales of certain other products. Service and parts revenues include fees paid by customers for repair, maintenance and collision services, and the sale of replacement parts and other aftermarket accessories as well as warranty repairs that are reimbursed directly by various vehicle manufacturers. Revenues are recognized upon satisfaction of our performance obligations under contracts with our customers and are measured at the amount of consideration we expect to be entitled to in exchange for transferring goods or providing services. A discussion of revenue recognition by reportable segment is included below.

Retail Automotive and Retail Commercial Truck Dealership Revenue Recognition

Dealership Vehicle Sales. We record revenue for vehicle sales at a point in time when vehicles are delivered, which is when the transfer of title, risks and rewards of ownership, and control are considered passed to the customer. For dealerships operating under a franchise model, the amount of consideration we receive for vehicle sales is stated within the executed contract with our customer and is reduced by any non-cash consideration representing the fair value of trade-in vehicles, if applicable. Payment is typically due and collected within 30 days subsequent to transfer of control of the vehicle. For dealerships operating under an agency model, we receive a commission for each vehicle sale that we facilitate under the terms of the agency agreement with the manufacturer, which is recorded as new vehicle revenue.

Dealership Parts and Service Sales. We record revenue for vehicle service and collision work over time as work is completed and when parts are delivered to our customers. For service and parts revenues recorded over time, we utilize a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. Recognition of this revenue over time reflects the amount of consideration we expect to be entitled to for the transfer of goods and services performed to date, representative of the amount for which we have a right to payment. The amount of consideration we receive for parts and service sales, including collision repair work, is based upon labor hours expended and parts utilized to perform and complete the necessary services to our customers. Payment is typically due upon delivery or within a period of time shortly thereafter. We receive payment from our customers upon transfer of control or within a period typically less than 30 days subsequent to the completion of services for the customer. We allow for customer returns of parts sales up to 30 days after the sale; however, parts returns are not material.

Dealership Finance and Insurance Sales. Subsequent to the sale of a vehicle to a customer, we sell installment sale contracts to various financial institutions on a non-recourse basis (with specified exceptions) to mitigate the risk of default. We receive a commission from the lender equal to either the difference between the interest rate charged to the customer and the interest rate set by the financing institution or a flat fee. We also receive commissions for facilitating the sale of various products to customers, including voluntary vehicle protection insurance, vehicle theft protection, and extended service contracts. These commissions are recorded as revenue at a point in time when the customer enters into the contract. Payment is typically due and collected within 30 days subsequent to the execution of the contract with the customer.

In the case of finance contracts, a customer may prepay or fail to pay their contract, thereby terminating the contract. Customers may also terminate extended service contracts and other insurance products, which are fully paid at purchase, and become eligible for refunds of unused premiums. In these circumstances, a portion of the commissions we received may be charged back based on the terms of the contracts. The revenue we record relating to these transactions is net of an estimate of the amount of chargebacks we will be required to pay. Our estimate is based upon our historical experience with similar contracts, including the impact of refinance and default rates on retail finance contracts and cancellation rates on extended service contracts and other insurance products. Aggregate reserves relating to chargeback activity were $40.8 million and $38.4 million as of June 30, 2023, and December 31, 2022, respectively.

Commercial Vehicle Distribution and Other Revenue Recognition

Penske Australia. We record revenue from the distribution of vehicles and other products at a point in time when delivered, which is when the transfer of title, risks and rewards of ownership, and control are considered passed to the customer. We record revenue for service or repair work over time as work is completed and when parts are delivered to our customers. For service and parts revenues recorded over time, we utilize a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. Recognition of this revenue over time reflects the amount of

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consideration we expect to be entitled to for the transfer of goods and services performed to date, representative of the amount for which we have a right to payment.

The amount of consideration we receive for vehicle and product sales is stated within the executed contract with our customer. The amount of consideration we receive for parts and service sales is based upon labor hours expended and parts utilized to perform and complete the necessary services to our customers. Payment is typically due upon delivery, upon invoice, or within a period of time shortly thereafter. We receive payment from our customers upon transfer of control or within a period typically less than 30 days subsequent to transfer of control or invoice.

We record revenue from the distribution of engines and other products at a point in time when delivered, which is when the transfer of title, risks and rewards of ownership, and control are considered passed to the customer. We record revenue for service or repair work over time as work is completed and when parts are delivered to our customers. For service and parts revenues recorded over time, we utilize a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time. Recognition of revenue over time reflects the amount of consideration we expect to be entitled to for the transfer of goods and services performed to date, representative of the amount for which we have a right to payment.

For our long-term power generation contracts, we record revenue over time as services are provided in accordance with contract milestones, which is considered an output method that requires judgment to determine our progress towards contract completion and the corresponding amount of revenue to recognize. Any revisions to estimates related to revenues or costs to complete contracts are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated.

The amount of consideration we receive for engine, product, and power generation sales is stated within the executed contract with our customer. The amount of consideration we receive for service sales is based upon labor hours expended and parts utilized to perform and complete the necessary services to our customers. Payment is typically due upon delivery, upon invoice, or within a period of time shortly thereafter. We receive payment from our customers upon transfer of control or within a period typically less than 30 days subsequent to transfer of control or invoice.

Retail Automotive Dealership

The following tables disaggregate our retail automotive segment revenue by product type and geographic location for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
Retail Automotive Dealership Revenue	2023		2022		2023		2022
New vehicle	$	2,820.1	$	2,446.0	$	5,541.4	$	4,891.5
Used vehicle	2,330.3		2,387.8		4,627.4		4,810.7
Finance and insurance, net	214.1		221.4		420.9		438.7
Service and parts	685.2		597.0		1,368.2		1,183.2
Fleet and wholesale	356.3		345.1		747.9		702.4
Total retail automotive dealership revenue	$	6,406.0	$	5,997.3	$	12,705.8	$	12,026.5


	Three Months Ended June 30,				Six Months Ended June 30,
Retail Automotive Dealership Revenue	2023		2022		2023		2022
U.S.	$	3,537.0	$	3,443.9	$	6,915.2	$	6,787.5
U.K.	2,401.5		2,196.4		4,873.9		4,459.3
Germany, Italy, and Japan	467.5		357.0		916.7		779.7
Total retail automotive dealership revenue	$	6,406.0	$	5,997.3	$	12,705.8	$	12,026.5

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Retail Commercial Truck Dealership

The following table disaggregates our retail commercial truck segment revenue by product type for the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
Retail Commercial Truck Dealership Revenue	2023		2022		2023		2022
New truck	$	616.4	$	447.3	$	1,216.6	$	919.0
Used truck	52.4		78.7		101.9		179.0
Finance and insurance, net	5.0		4.5		10.0		10.9
Service and parts	232.1		219.6		460.1		416.6
Other	13.3		18.6		26.2		35.5
Total retail commercial truck dealership revenue	$	919.2	$	768.7	$	1,814.8	$	1,561.0

Commercial Vehicle Distribution and Other

Our other reportable segment relates to our Penske Australia business. Commercial vehicle distribution and other revenue was $143.3 million and $286.9 million, including $68.0 million and $129.3 million of service and parts revenue, during the three and six months ended June 30, 2023, and $140.9 million and $294.8 million, including $60.5 million and $115.6 million of service and parts revenue, during the three and six months ended June 30, 2022, respectively.

Contract Balances

The following table summarizes our accounts receivable and unearned revenues as of June 30, 2023, and December 31, 2022:


	June 30, 2023		December 31, 2022
Accounts receivable
Contracts in transit	$	245.3	$	281.7
Vehicle receivables	141.7		235.1
Manufacturer receivables	184.3		178.9
Trade receivables	298.3		191.1

Accrued expenses
Unearned revenues	$	286.7	$	291.7

Contracts in transit represent receivables from unaffiliated finance companies relating to the sale of customers' installment sales and lease contracts arising in connection with the sale of a vehicle by us. Vehicle receivables represent receivables for any portion of the vehicle sales price not paid by the finance company. Manufacturer receivables represent amounts due from manufacturers, including incentives, holdbacks, rebates, warranty claims, and other receivables due from the factory. Trade receivables represent receivables due from customers, including amounts due for parts and service sales as well as receivables due from finance companies and others for the commissions earned on financing and commissions earned on insurance and extended service products provided by third parties. We evaluate collectability of receivables and estimate an allowance for doubtful accounts based on the age of the receivable, contractual life, historical collection experience, current conditions, and forecasts of future economic conditions, which is recorded within "Accounts receivable" on our consolidated balance sheets with our receivables presented net of the allowance.

Unearned revenues primarily relate to payments received from customers prior to satisfaction of our performance obligations, such as refundable customer deposits, non-refundable customer deposits, and deferred revenues from operating leases. These amounts are presented within "Accrued expenses and other current liabilities" on our consolidated balance sheets. Of the amounts recorded as unearned revenues as of December 31, 2022, $168.8 million was recognized as revenue during the six months ended June 30, 2023.

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Additional Revenue Recognition Related Policies

We do not have any material significant payment terms associated with contracts with our customers. Payment is due and collected as previously detailed for each reportable segment. We do not offer material rights of return or service-type warranties.

Taxes collected from customers and remitted to governmental authorities are recorded on a net basis (excluded from revenue). Shipping costs incurred subsequent to transfer of control to our customers are recognized as cost of sales. Sales promotions that we offer to customers are accounted for as a reduction of revenues at the time of sale.

3. Leases

We lease land and facilities, including certain dealerships and office space. Our property leases are generally for an initial period between 5 and 20 years and are typically structured to include renewal options at our election. We include renewal options that we are reasonably certain to exercise in the measurement of our lease liabilities and right-of-use assets. We also have equipment leases that primarily relate to office and computer equipment, service and shop equipment, company vehicles, and other miscellaneous items. These leases are generally for a period of less than 5 years. We do not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement.

We estimate the total undiscounted rent obligations under these leases, including any extension periods that we are reasonably certain to exercise, to be $5.2 billion as of June 30, 2023. Some of our lease arrangements include rental payments that are adjusted based on an index or rate, such as the Consumer Price Index (CPI). As the rate implicit in the lease is generally not readily determinable for our operating leases, the discount rates used to determine the present value of our lease liability are based on our incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. Our incremental borrowing rate for a lease is the rate of interest we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

Pursuant to the leases for some of our larger facilities, we are required to comply with specified financial ratios, including a "rent coverage" ratio and a debt to EBITDA ratio, each as defined. For these leases, non-compliance with the ratios may require us to post collateral in the form of a letter of credit. A breach of the other lease covenants gives rise to certain remedies by the landlord, the most severe of which include the termination of the applicable lease and acceleration of the total rent payments due under the lease.

In connection with the sale, relocation, and closure of certain of our dealerships, we have entered into a number of third-party sublease agreements. The rent paid by our sub-tenants on such properties was $4.3 million and $8.5 million for the three and six months ended June 30, 2023, and $4.6 million and $9.7 million for the three and six months ended June 30, 2022, respectively. We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds that vary from period to period. We do not have any material leases that have not yet commenced as of June 30, 2023.

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The following table summarizes our net operating lease cost during the three and six months ended June 30, 2023 and 2022:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Lease Cost
Operating lease cost (1)	$	65.2	$	63.8	$	129.6	$	127.2
Sublease income	(4.3)		(4.6)		(8.5)		(9.7)
Total lease cost	$	60.9	$	59.2	$	121.1	$	117.5
_________________
(1)Includes short-term leases and variable lease costs, which are immaterial.

The following table summarizes supplemental cash flow information related to our operating leases:


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	129.3	$	122.5
Right-of-use assets modified or obtained in exchange for operating lease liabilities, net	$	(4.4)	$	82.2

Supplemental balance sheet information related to the weighted average remaining lease term and discount rate of our leases is as follows:


	June 30, 2023		December 31, 2022
Lease Term and Discount Rate
Weighted-average remaining lease term - operating leases	25 years		25 years
Weighted-average discount rate - operating leases	6.5	%	6.5	%

The following table summarizes the maturity of our lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on our consolidated condensed balance sheet as of June 30, 2023:


Maturity of Lease Liabilities	June 30, 2023
2023 (1)	$	124.4
2024	244.2
2025	239.7
2026	232.9
2027	225.3
2028	215.1
2029 and thereafter	3,953.5
Total future minimum lease payments	$	5,235.1
Less: Imputed interest	(2,832.2)
Present value of future minimum lease payments	$	2,402.9

Current operating lease liabilities (2)	$	94.3
Long-term operating lease liabilities	2,308.6
Total operating lease liabilities	$	2,402.9
____________________
(1)Excludes the six months ended June 30, 2023.
(2)Included within "Accrued expenses and other current liabilities" on Consolidated Condensed Balance Sheet as of June 30, 2023.

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4. Inventories

Inventories consisted of the following:


	June 30, 2023		December 31, 2022
Retail automotive dealership new vehicles	$	1,545.3	$	1,326.5
Retail automotive dealership used vehicles	1,353.8		1,279.6
Retail automotive parts, accessories, and other	150.3		145.6
Retail commercial truck dealership vehicles and parts	501.5		506.2
Commercial vehicle distribution vehicles, parts, and engines	330.4		251.2
Total inventories	$	3,881.3	$	3,509.1

We receive credits from certain vehicle manufacturers that reduce cost of sales when the vehicles are sold. Such credits amounted to $11.4 million and $10.4 million during the three months ended June 30, 2023 and 2022, respectively, and $24.7 million and $25.6 million during the six months ended June 30, 2023 and 2022, respectively.

5. Business Combinations

During the six months ended June 30, 2023, we acquired Transolutions Truck Centres, a retailer of heavy- and medium-duty commercial trucks and buses across the greater Winnipeg, Manitoba market, adding three full-service dealerships and two service and parts centers to PTG’s operations. During the six months ended June 30, 2022, we acquired TEAM Truck Centres, a retailer of heavy- and medium-duty Freightliner and Western Star commercial trucks located in Ontario, Canada representing four full-service dealerships. During the six months ended June 30, 2022, we also acquired ten retail automotive franchises, consisting of six franchises in the U.K. and four franchises in the U.S. Our financial statements include the results of operations of the acquired entity from the date of acquisition. The fair value of the assets acquired and liabilities assumed have been recorded in our consolidated condensed financial statements and may be subject to adjustment pending completion of final valuation. The following table summarizes the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed for the six months ended June 30, 2023 and 2022:


	June 30,
	2023		2022
Accounts receivable	$	—	$	8.3
Inventories	25.3		71.5
Other current assets	0.1		3.2
Property and equipment	2.8		43.3
Indefinite-lived intangibles	54.1		120.9
Other noncurrent assets	—		—
Current liabilities	(1.8)		(11.3)
Noncurrent liabilities	—		(10.0)
Total cash used in acquisitions	$	80.5	$	225.9

Our following unaudited consolidated pro forma results of operations for the three and six months ended June 30, 2023 and 2022 give effect to acquisitions consummated during 2023 and 2022 as if they had occurred effective at the beginning of the period:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues	$	7,499.2	$	7,074.4	$	14,884.2	$	14,345.6

Net income attributable to Penske Automotive Group common stockholders	301.5		375.9		601.0		749.3

Net income per diluted common share	$	4.42	$	4.96	$	8.75	$	9.79

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6. Intangible Assets

Following is a summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets during the six months ended June 30, 2023:


	Goodwill		Other Indefinite- Lived Intangible Assets
Balance, January 1, 2023	$	2,154.7	$	690.9
Additions	31.1		23.0
Disposals	—		—
Foreign currency translation	23.1		4.7
Balance, June 30, 2023	$	2,208.9	$	718.6

As of June 30, 2023, the goodwill balance within our Retail Automotive, Retail Commercial Truck, and Other reportable segments was $1,641.4 million, $494.2 million, and $73.3 million, respectively. There is no goodwill recorded in our Non-Automotive Investments reportable segment.

7. Vehicle Financing

We finance substantially all of the commercial vehicles we purchase for distribution, new vehicles for retail sale, and a portion of our used vehicle inventories for retail sale under floor plan and other revolving arrangements with various lenders, including the captive finance companies associated with automotive manufacturers. In the U.S., the floor plan arrangements are due on demand; however, we have not historically been required to repay floor plan advances prior to the sale of the vehicles that have been financed. We typically make monthly interest payments on the amount financed. Outside of the U.S., substantially all of the floor plan arrangements are payable on demand or have an original maturity of 90 days or less, and we are generally required to repay floor plan advances at the earlier of the sale of the vehicles that have been financed or the stated maturity.

The agreements typically grant a security interest in substantially all of the assets of our dealership and distribution subsidiaries and in the U.S., Australia, and New Zealand are guaranteed or partially guaranteed by us. Interest rates under the arrangements are variable and increase or decrease based on changes in the prime rate, the Secured Overnight Financing Rate ("SOFR"), the Sterling Overnight Index Average ("SONIA"), the Bank of England Base Rate, the Finance House Base Rate, the Euro Interbank Offered Rate, the Canadian Prime Rate, the Tokyo Interbank Offered Rate, the Australian Bank Bill Swap Rate, or the New Zealand Bank Bill Benchmark Rate. To date, we have not experienced any material limitation with respect to the amount or availability of financing from any institution providing us with vehicle financing. We also receive non-refundable credits from certain of our vehicle manufacturers, which are treated as a reduction of cost of sales as vehicles are sold.

The weighted average interest rate on floor plan borrowings was 4.2% and 1.3% for the six months ended June 30, 2023 and 2022, respectively. We classify floor plan notes payable to a party other than the manufacturer of a particular new vehicle and all floor plan notes payable relating to pre-owned vehicles as "Floor plan notes payable — non-trade" on our consolidated balance sheets and classify related cash flows as a financing activity on our consolidated statements of cash flows.

8. Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the number of weighted average shares of voting common stock outstanding, including unvested restricted stock awards which contain rights to non-forfeitable dividends. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the number of weighted average shares of voting common stock outstanding, adjusted for the dilutive

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impact of unissued shares paid to directors as compensation. A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022 follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Weighted average number of common shares outstanding	68,175,825	75,793,239	68,689,106	76,501,402
Effect of non-participatory equity compensation	15,003	23,880	15,003	23,880
Weighted average number of common shares outstanding, including effect of dilutive securities	68,190,828	75,817,119	68,704,109	76,525,282

9. Long-Term Debt

Long-term debt consisted of the following:


	June 30, 2023		December 31, 2022
U.S. credit agreement — revolving credit line	$	—	$	—
U.K. credit agreement — revolving credit line	—		24.2

3.50% senior subordinated notes due 2025	546.9		546.2
3.75% senior subordinated notes due 2029	495.4		495.1
Canada credit agreement	53.2		—


Australia credit agreement	24.1		21.6
Mortgage facilities	585.6		494.3
Other	38.5		40.7
Total long-term debt	1,743.7		1,622.1
Less: current portion	(130.1)		(75.2)
Net long-term debt	$	1,613.6	$	1,546.9

U.S. Credit Agreement

On April 20, 2023, we entered into the Tenth Amendment (the “Amendment”) to our U.S. credit agreement with Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, which added as a lender Daimler Truck Financial Services USA LLC (the credit agreement as amended, the “U.S. Credit Agreement”).

The U.S. Credit Agreement provides for up to $1.2 billion in revolving loans for working capital, acquisitions, capital expenditures, investments, and other general corporate purposes and provides up to an additional $75 million of letters of credit. The U.S. Credit Agreement provides for a maximum of $400 million of borrowings for foreign acquisitions and expires on September 30, 2025. The interest rate on revolving loans is based on an adjusted Secured Overnight Financing Rate plus 1.50%, with uncollateralized borrowings in excess of a defined borrowing base bearing interest at adjusted SOFR plus 3.00%.

The U.S. credit agreement is fully and unconditionally guaranteed on a joint and several basis by substantially all of our U.S. subsidiaries and contains a number of significant operating covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, repay certain other indebtedness, pay dividends, create liens on assets, make investments or acquisitions, and engage in mergers or consolidations. We are also required to comply with specified financial and other tests and ratios, each as defined in the U.S. credit agreement, including a ratio of current assets to current liabilities, a fixed charge coverage ratio, a ratio of debt to stockholders' equity, and a ratio of debt to earnings before interest, taxes, depreciation, and amortization ("EBITDA"). A breach of these requirements would give rise to certain remedies under the agreement, the most severe of which is the termination of the agreement and acceleration of the amounts owed.

The U.S. credit agreement also contains typical events of default, including change of control, non-payment of obligations, and cross-defaults to our other material indebtedness. Substantially all of our U.S. assets are subject to security interests granted to the lenders under the U.S. credit agreement. As of June 30, 2023, we had no revolver borrowings under the U.S. credit agreement.

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U.K. Credit Agreement

Our subsidiaries in the U.K. (the "U.K. subsidiaries") are party to a £200.0 million revolving credit agreement with the National Westminster Bank plc and BMW Financial Services (GB) Limited (the "U.K. credit agreement") to be used for working capital, acquisitions, capital expenditures, investments, and general corporate purposes. This facility expires in January 2027 (with an option to extend the term to January 2028 as described below). The revolving loans bear interest between SONIA plus 1.10% and SONIA plus 2.10%. In addition, the U.K. credit agreement includes a £100.0 million "accordion" feature which allows the U.K. subsidiaries to request up to an additional £100.0 million of facility capacity, subject to certain limitations. The lenders may agree to provide additional capacity, and, if not, the U.K. subsidiaries may add an additional lender, if available, to the facility to provide such additional capacity. The U.K. subsidiaries may request an extension of the term of the U.K. credit agreement by an additional year by providing notice beginning in December 2023, with the effectiveness of such extension subject to lender approval. As of June 30, 2023, we had no borrowings under the U.K. credit agreement.

The U.K. credit agreement is fully and unconditionally guaranteed on a joint and several basis by our U.K. subsidiaries and contains a number of significant covenants that, among other things, limit the ability of our U.K. subsidiaries to pay dividends, dispose of assets, incur additional indebtedness, repay other indebtedness, create liens on assets, make investments or acquisitions, and engage in mergers or consolidations. In addition, our U.K. subsidiaries are required to comply with defined ratios and tests, including a ratio of earnings before interest, taxes, amortization, and rental payments ("EBITAR") to interest plus rental payments, a measurement of maximum capital expenditures, and a debt to EBITDA ratio. A breach of these requirements would give rise to certain remedies under the agreement, the most severe of which is the termination of the agreement and acceleration of any amounts owed.

The U.K. credit agreement also contains typical events of default, including change of control and non-payment of obligations and cross-defaults to other material indebtedness of our U.K. subsidiaries. Substantially all of our U.K. subsidiaries' assets are subject to security interests granted to the lenders under the U.K. credit agreement.

Senior Subordinated Notes

We have issued the following senior subordinated notes:

Description

Maturity Date

Interest Payment Dates

Principal Amount

3.50% Notes

September 1, 2025

February 15, August 15

$550 million

3.75% Notes

June 15, 2029

June 15, December 15

$500 million

Each of these notes are our unsecured, senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our 100% owned U.S. subsidiaries. Each also contain customary negative covenants and events of default. If we experience certain "change of control" events specified in the indentures, holders of these notes will have the option to require us to purchase for cash all or a portion of their notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest.

Optional redemption. We may redeem the 3.50% Notes at the redemption prices noted in the indenture. Prior to June 15, 2024, we may redeem the 3.75% Notes at a redemption price equal to 100% of the principal thereof, plus an applicable make-whole premium, and any accrued and unpaid interest. In addition, we may redeem up to 40% of the Notes before June 15, 2024, with net cash proceeds from certain equity offerings at a redemption price equal to 103.750% of the principal thereof, plus accrued and unpaid interest. We may redeem the 3.75% Notes on or after June 15, 2024, at the redemption prices specified in the indenture.

Canada Credit Agreement

On May 25, 2023, we increased the borrowing availability under our Canadian revolving line of credit with Daimler Truck Financial Services Canada Corporation ("DTFS") to CAD $150.0 million (the "Canada credit agreement"). The Canada credit agreement bears interest at a rate of Canadian Prime (determined by the Royal Bank of Canada) ("Canadian Prime Rate") minus 0.50%; provided that DTFS is entitled to demand repayment of any outstanding borrowings under the Canada revolving note and, following such demand, the interest rate on outstanding borrowings shall be increased to the Canadian Prime Rate plus 2.00%. The Canada credit agreement is guaranteed by the holding company of a majority of our

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international subsidiaries. As of June 30, 2023, we had CAD $70.5 million ($53.2 million) outstanding borrowings under the Canada credit agreement.

Australia Loan Agreements

Penske Australia is party to an AU $75.0 million credit agreement with Daimler Truck Financial Services Australia Pty Ltd (the "Australia credit agreement"). The Australia credit agreement provides the lender with a secured interest in all assets of these businesses, is terminable with six months' notice, and carries an interest rate of Australian BBSW 30-day Bill Rate plus 2.29%. As of June 30, 2023, we had AU $36.2 million ($24.1 million) outstanding borrowings under the Australia credit agreement.

Mortgage Facilities

We are party to mortgages that bear interest at defined rates and require monthly principal and interest payments. We also have a revolving mortgage facility with Toyota Motor Credit Corporation with a maximum borrowing capacity of $300.0 million contingent on property values and a borrowing capacity as of June 30, 2023, of $251.2 million. The facility bears interest at the prime rate minus 1.68% and expires in December 2025. As of June 30, 2023, we had $176.8 million outstanding borrowings under this mortgage facility. Our mortgage facilities also contain typical events of default, including non-payment of obligations, cross-defaults to our other material indebtedness, certain change of control events, and the loss or sale of certain dealerships operated at the properties. Substantially all of the buildings and improvements on the properties financed pursuant to the mortgage facilities are subject to security interests granted to the lender. As of June 30, 2023, we owed $585.6 million of principal under all of our mortgage facilities.

10. Commitments and Contingent Liabilities

We are involved in litigation which may relate to claims brought by governmental authorities, issues with customers, and employment related matters, including class action claims and purported class action claims. As of June 30, 2023, we were not party to any legal proceedings, including class action lawsuits that, individually or in the aggregate, are reasonably expected to have a material adverse effect on our results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our results of operations, financial condition, or cash flows.

We lease land and facilities, including certain dealerships and office space. Pursuant to the leases for some of our larger facilities, we are required to comply with specified financial ratios, including a "rent coverage" ratio and a debt to EBITDA ratio, each as defined. For these leases, non-compliance with the ratios may require us to post collateral in the form of a letter of credit. A breach of the other lease covenants gives rise to certain remedies by the landlord, the most severe of which include the termination of the applicable lease and acceleration of the total rent payments due under the lease. Refer to the disclosures provided in Note 3 for further description of our leases.

We have sold a number of dealerships to third parties and as a condition to certain of those sales, remain liable for the lease payments relating to the properties on which those businesses operate in the event of non-payment by the buyer. We are also party to lease agreements on properties that we no longer use in our retail operations that we have sublet to third parties. We rely on subtenants to pay the rent and maintain the property at these locations. In the event the subtenant does not perform as expected, we may not be able to recover amounts owed to us, and we could be required to fulfill these obligations. We believe we have made appropriate reserves relating to these locations.

Our floor plan credit agreements with Mercedes-Benz Financial Services Australia and Mercedes-Benz Financial Services New Zealand ("MBA") provide us revolving loans for the acquisition of commercial vehicles for distribution to our retail network. These facilities include a commitment to repurchase dealer vehicles in the event the dealer's floor plan agreement with MBA is terminated.

We have $26.1 million of letters of credit outstanding and $13.0 million of bank guarantees as of June 30, 2023, and have posted $21.6 million of surety bonds in the ordinary course of business.

11. Equity

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to management an additional $250 million in authority to repurchase our outstanding securities, of which $246.3 million remained outstanding as of June 30, 2023. During the six months ended June 30, 2023, we also acquired 162,174 shares of our common stock for $22.4 million, or an average of $138.43 per share, from employees in connection with a net share settlement feature of employee equity awards.

12. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component and the reclassifications out of accumulated other comprehensive income (loss) during the three and six months ended June 30, 2023 and 2022, respectively, attributable to Penske Automotive Group common stockholders follows:

Three Months Ended June 30, 2023


	Foreign Currency Translation		Other		Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2023	$	(310.1)	$	(2.4)	$	(312.5)
Other comprehensive income (loss) before reclassifications	33.3		3.4		36.7
Amounts reclassified from accumulated other comprehensive income (loss) — net of tax	—		—		—
Net current period other comprehensive income (loss)	33.3		3.4		36.7
Balance at June 30, 2023	$	(276.8)	$	1.0	$	(275.8)

Three Months Ended June 30, 2022


	Foreign Currency Translation		Other		Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2022	$	(202.5)	$	4.4	$	(198.1)
Other comprehensive income (loss) before reclassifications	(119.5)		5.7		(113.8)
Amounts reclassified from accumulated other comprehensive income (loss) — net of tax	—		—		—
Net current period other comprehensive income (loss)	(119.5)		5.7		(113.8)
Balance at June 30, 2022	$	(322.0)	$	10.1	$	(311.9)

Six Months Ended June 30, 2023


	Foreign Currency Translation		Other		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2022	$	(328.1)	$	(7.2)	$	(335.3)
Other comprehensive income (loss) before reclassifications	51.3		8.2		59.5
Amounts reclassified from accumulated other comprehensive income (loss) — net of tax	—		—		—
Net current period other comprehensive income (loss)	51.3		8.2		59.5
Balance at June 30, 2023	$	(276.8)	$	1.0	$	(275.8)

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Six Months Ended June 30, 2022


	Foreign Currency Translation		Other		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2021	$	(174.4)	$	5.6	$	(168.8)
Other comprehensive income (loss) before reclassifications	(147.6)		4.5		(143.1)
Amounts reclassified from accumulated other comprehensive income (loss) — net of tax	—		—		—
Net current period other comprehensive income (loss)	(147.6)		4.5		(143.1)
Balance at June 30, 2022	$	(322.0)	$	10.1	$	(311.9)

13. Segment Information

Our operations are organized by management into operating segments by line of business and geography. We have determined that we have four reportable segments as defined in generally accepted accounting principles for segment reporting: (i) Retail Automotive, consisting of our retail automotive dealership operations; (ii) Retail Commercial Truck, consisting of our retail commercial truck dealership operations in the U.S. and Canada; (iii) Other, consisting of our commercial vehicle and power systems distribution operations; and (iv) Non-Automotive Investments, consisting of our equity method investments in non-automotive operations which includes our investment in PTS and other various investments. The Retail Automotive reportable segment includes all automotive dealerships and all departments relevant to the operation of the dealerships and our retail automotive joint ventures. The individual dealership operations included in the Retail Automotive reportable segment represent six operating segments: Eastern, Central, and Western United States, Used Vehicle Dealerships United States, International, and Used Vehicle Dealerships International. These operating segments have been aggregated into one reportable segment as their operations (A) have similar economic characteristics (all are automotive dealerships having similar margins), (B) offer similar products and services (all sell new and/or used vehicles, service, parts, and third-party finance and insurance products), (C) have similar target markets and customers (generally individuals), and (D) have similar distribution and marketing practices (all distribute products and services through dealership facilities that market to customers in similar fashions). Revenue and segment income for the three and six months ended June 30, 2023 and 2022 follows:

Three Months Ended June 30,


	Retail Automotive		Retail Commercial Truck		Other		Non-Automotive Investments		Intersegment Elimination		Total
Revenues
2023	$	6,406.0	$	919.2	$	143.3	$	—	$	—	$	7,468.5
2022	5,997.3		$	768.7	$	140.9	$	—	$	—	$	6,906.9
Segment income
2023	$	261.1	$	55.5	$	10.4	$	73.3	$	—	$	400.3
2022	301.8		$	52.3	$	8.8	$	136.7	$	—	$	499.6

Six Months Ended June 30,


	Retail Automotive		Retail Commercial Truck		Other		Non-Automotive Investments		Intersegment Elimination		Total
Revenues
2023	$	12,705.8	$	1,814.8	$	286.9	$	—	$	—	$	14,807.5
2022	12,026.5		$	1,561.0	$	294.8	$	—	$	—	$	13,882.3
Segment income
2023	$	517.8	$	112.6	$	22.5	$	154.3	$	—	$	807.2
2022	611.7		$	110.8	$	19.3	$	255.4	$	—	$	997.2

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, our other periodic reports filed with the Securities and Exchange Commission, and "Forward-Looking Statements." We have acquired and disposed of certain businesses during the periods presented and addressed in this Management's Discussion and Analysis of Financial Condition and Results of Operations. Our financial statements include the results of operations of those businesses from the date acquired or divested or when they commenced operations. Our period-to-period results of operations may vary depending on the dates of acquisitions or disposals.

Overview

Business Overview

During the six months ended June 30, 2023, our business generated $14.8 billion in total revenue, which is comprised of approximately $12.7 billion from retail automotive dealerships, $1.8 billion from retail commercial truck dealerships, and $286.9 million from commercial vehicle distribution and other operations. We generated $2.5 billion in gross profit, which is comprised of $2.1 billion from retail automotive dealerships, $293.8 million from retail commercial truck dealerships, and $83.0 million from commercial vehicle distribution and other operations.

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During the six months ended June 30, 2023, we closed four locations in the U.S., consisting of three retail automotive franchises and one CarShop location. Retail automotive dealerships represented 85.8% of our total revenues and 85.1% of our total gross profit in the six months ended June 30, 2023.

Outlook

Retail Automotive. During the six months ended June 30, 2023, U.S. industry new light vehicle sales increased 12.9%, as compared to the same period last year, to 7.7 million units, and U.K. new vehicle registrations increased 18.4%, as compared to the same period last year, to 949,720 registrations. We believe the year over year increase in new vehicle sales and registrations is primarily attributable to continued consumer demand for new vehicles, an increasing supply of new vehicles available for sale, an increase in fleet sales in the U.S., and an increase in company car sales in the U.K. Our new vehicle days' supply is 32 as of June 30, 2023, compared to 25 as of December 31, 2022. Our used vehicle days' supply is 45 as of June 30, 2023, compared to 53 as of December 31, 2022, and is being impacted by a lower supply of 1-4 year old used vehicles as a result of the lower number of new vehicles sold in recent years. While we continue to expect increasing new vehicle availability throughout 2023, production disruptions and supply shortages could result in suppressed new and used vehicle sales volumes which would impact the availability and affordability of new and used vehicles. As the supply of new vehicles continues to improve, we may experience reduced new and used vehicle gross profit together with higher sales volumes. The level of new vehicle sales may also be impacted by affordability challenges, inflation and higher interest rates, or a reduction in consumer spending resulting in slower demand.

During the six months ended June 30, 2023, our premium/luxury unit sales in the U.K. increased as compared to the same period last year. In the U.K., premium/luxury unit sales, which account for over 90% of our new unit sales, increased 12.5%, and the overall U.K. market increased 18.4% as compared to the same period last year.

Representatives of the U.K. government have proposed a ban on the sale of gasoline engines in new cars and new vans that would take effect as early as 2030 and a ban on the sale of gasoline hybrid engines in new cars and new vans as early as 2035 while also providing government incentives on certain electric vehicles to entice consumers to transition from internal combustion vehicles to electric vehicles. During the six months ended June 30, 2023, sales of diesel-powered vehicles decreased 10.2%, petrol-powered vehicles increased 17.3%, and Battery Electric Vehicles (BEV), Plug-in Hybrid

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Electric Vehicles (PHEV), and Hybrid Electric Vehicles (HEV) increased 29.7%, as compared to the same period last year. In the U.K., new registrations of electric vehicles, including BEV, PHEV, and HEV, represented 35.3% of the overall market for the six months ended June 30, 2023, compared to 32.2% for the same period last year, and represented 31.3% of our U.K. new unit sales, compared with 22.0% over the same prior year period.

Retail Commercial Truck Dealership. During the six months ended June 30, 2023, North American sales of Class 6-8 medium- and heavy-duty trucks, the vehicles sold by our PTG business, increased 17.8% from the same period last year to 243,773 units. The Class 6-7 medium-duty truck market increased 16.9% from the same period last year to 78,343 units, and Class 8 heavy-duty trucks, the largest North American market, increased 18.2% from the same period last year to 165,430 units. Although new truck inventory levels are increasing, supply constraints and backlogs remain, and we expect demand for Class 8 commercial trucks to remain strong through the remainder of the year, driven by replacement demand. When the supply of commercial trucks improves to historical levels, we may experience reduced new and used commercial truck gross profit per unit together with higher sales volumes. The Class 6-8 medium- and heavy-duty truck backlog is 274,365 units according to data published by ACT Research.

Commercial Vehicle Distribution and Other. During the six months ended June 30, 2023, the Australian heavy-duty truck market reported sales of 8,732 units, representing an increase of 26.3% from the same period last year, while the New Zealand market reported sales of 1,987 units, representing an increase of 19.1% from the same period last year.

Penske Transportation Solutions. A majority of PTS' revenue is generated by multi-year contracts for full-service leasing, contract maintenance, and logistics services. During the second quarter, PTS continued to expand its managed fleet with over 431,000 trucks, tractors, and trailers under lease, rental, and/or maintenance contracts. PTS continues to expect strong demand for its full-service leasing business, partially offset by decreased consumer and commercial rental utilization, a decrease in gains from the sale of used vehicles, and increased maintenance costs and interest expense.

As described in "Forward-Looking Statements," there are a number of factors that could cause actual results to differ materially from our expectations, including those discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, and our other periodic reports filed with the Securities and Exchange Commission.

Operating Overview

Automotive and commercial truck dealerships represent over 95% and 75% of our revenue and our earnings before taxes, respectively. Income from our PTS investment represents approximately 20% of our earnings before taxes. New and used vehicle revenues typically include sales to retail customers, agency customers, fleet customers, and leasing companies providing consumer leasing. We generate finance and insurance revenues from sales of third-party extended service contracts, sales of third-party insurance policies, commissions relating to the sale of finance and lease contracts to third parties, and the sales of certain other products. Service and parts revenues include fees paid by customers for repair, maintenance and collision services, and the sale of replacement parts and other aftermarket accessories as well as warranty repairs that are reimbursed directly by various vehicle manufacturers.

Our gross profit tends to vary with the mix of revenues we derive from the sale of new vehicles, used vehicles, finance and insurance products, and service and parts transactions. Our gross profit varies across product lines with vehicle sales usually resulting in lower gross profit margins and our other revenues resulting in higher gross profit margins. Factors such as inventory and vehicle availability, customer demand, consumer confidence, unemployment, general economic conditions, seasonality, weather, credit availability, fuel prices, and manufacturers' advertising and incentives also impact the mix of our revenues and therefore, influence our gross profit margin.

The results of our commercial vehicle distribution and other business in Australia and New Zealand are principally driven by the number and types of products and vehicles ordered by our customers.

Aggregate revenue and gross profit increased $561.6 million, or 8.1%, and increased $36.0 million, or 2.9%, respectively, during the three months ended June 30, 2023, and increased $925.2 million, or 6.7%, and increased $56.6 million, or 2.3%, respectively, during the six months ended June 30, 2023, compared to the same periods in 2022.

As exchange rates fluctuate, our revenue and results of operations as reported in U.S. Dollars fluctuate. For example, if the British Pound were to weaken against the U.S. Dollar, our U.K. results of operations would translate into less U.S. Dollar reported results. Foreign currency average rate fluctuations decreased revenue and gross profit by $23.7 million and $8.9 million, respectively, for the three months ended June 30, 2023, and decreased revenue and gross profit by $322.0 million and $56.5 million, respectively, for the six months ended June 30, 2023. Foreign currency average rate fluctuations

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decreased earnings per share from continuing operations by approximately $0.01 per share for the three months ended June 30, 2023, and decreased earnings per share from continuing operations by approximately $0.12 per share for the six months ended June 30, 2023. Excluding the impact of foreign currency average rate fluctuations, aggregate revenue and gross profit increased 8.5% and increased 3.6%, respectively, for the three months ended June 30, 2023, and increased 9.0% and increased 4.6%, respectively, for the six months ended June 30, 2023.

Our selling expenses consist of advertising and compensation for sales personnel, including commissions and related bonuses. General and administrative expenses include compensation for administration, finance, legal and general management personnel, rent, insurance, utilities, and other expenses. As the majority of our selling expenses are variable and a significant portion of our general and administrative expenses are subject to our control, we believe our expenses can be adjusted over time to reflect economic trends.

Equity in earnings of affiliates principally represents our share of the earnings from PTS, along with our investments in joint ventures and other non-consolidated investments.

Floor plan interest expense relates to financing incurred in connection with the acquisition of new and used vehicle inventories that are secured by those vehicles. Other interest expense consists of interest charges on all of our interest-bearing debt, other than interest relating to floor plan financing, and includes interest relating to our retail commercial truck dealership and commercial vehicle distribution and other operations. The cost of our variable rate indebtedness is based on the prime rate, the Secured Overnight Financing Rate ("SOFR"), the Sterling Overnight Index Average ("SONIA"), the Bank of England Base Rate, the Finance House Base Rate, the Euro Interbank Offered Rate, the Canadian Prime Rate, the Tokyo Interbank Offered Rate, the Australian Bank Bill Swap Rate, and the New Zealand Bank Bill Benchmark Rate.

On July 1, 2023, regulatory authorities in the U.S. stopped compelling banks to submit rates for the calculation of LIBOR. While some of our floorplan arrangements and certain credit agreements had historically used LIBOR as a benchmark for calculating the applicable interest rate, all of our agreements previously utilizing LIBOR have transitioned to an alternative benchmark rate on or before July 1, 2023.

The future success of our business is dependent upon, among other things, 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, 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 and integrate 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 investment 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 automotive 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. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, and our other periodic reports filed with the Securities and Exchange Commission.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the application of accounting policies that often involve making estimates and employing judgments. Such judgments influence the assets, liabilities, revenues, and expenses recognized in our financial statements. Management, on an ongoing basis, reviews these estimates and assumptions. Management may determine that

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modifications in assumptions and estimates are required, which may result in a material change in our results of operations or financial position.

The accounting policies and estimates that we believe to be most dependent upon the use of estimates and assumptions are revenue recognition, goodwill and other indefinite-lived intangible assets, investments, income taxes, and lease recognition. Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2022 Annual Report on Form 10-K for additional detail and discussion of these critical accounting policies and estimates. There have been no material changes in critical accounting policies and estimates as described in our most recent Annual Report.

Refer to Part I, Item 1, Note 1 and Note 3 of the Notes to our Consolidated Condensed Financial Statements for disclosures regarding estimates and judgments related to lease recognition. Refer to Part I, Item 1, Note 2 of the Notes to our Consolidated Condensed Financial Statements for disclosures regarding estimates and judgments related to revenue recognition. Refer to "Income Taxes" within Part I, Item 1, Note 1 of the Notes to our Consolidated Condensed Financial Statements for disclosures regarding estimates and judgments related to income taxes.

Results of Operations

The following tables present comparative financial data relating to our operating performance in the aggregate and on a "same-store" basis. Dealership results are included in same-store comparisons when we have consolidated the acquired entity during the entirety of both periods being compared. As an example, if a dealership were acquired on January 15, 2021, the results of the acquired entity would be included in annual same-store comparisons beginning with the year ended December 31, 2023, and in quarterly same-store comparisons beginning with the quarter ended June 30, 2022.

Beginning in 2023, we transitioned our Mercedes-Benz U.K. dealerships to an agency model under which these dealerships receive a fee for facilitating the sale by the manufacturer of a new vehicle but do not hold the vehicle in inventory. Vehicles sold under this agency model are counted as new agency units sold instead of new retail units sold by us, and only the fee we receive from the manufacturer, not the price of the vehicle, is reported as new revenue (as opposed to previously recording all of the vehicle sale price as new revenue) with no corresponding cost of sale. We continue to provide new vehicle customer service at our Mercedes-Benz U.K. dealerships, and the Mercedes-Benz U.K. agency model at this time has not changed our used vehicle sales operations or service and parts operations, although the long-term impact of the agency model at these dealerships as well as other agency models proposed by our manufacturer partners is uncertain. As a result of the foregoing, we have presented below units sold under this agency model as "Agency units" beginning in 2023. Moreover, our retail automotive revenue per unit retailed and related gross profit per unit retailed for new vehicles excludes agency unit sales and associated revenue.

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Three Months Ended June 30, 2023, Compared to Three Months Ended June 30, 2022

Retail Automotive Dealership New Vehicle Data

(In millions, except unit and per unit amounts)


							2023 vs. 2022
New Vehicle Data	2023			2022			Change			% Change
New retail unit sales (excluding agency)	49,562			45,515			4,047			8.9	%
Same-store new retail unit sales (excluding agency)	48,923			44,920			4,003			8.9	%
New agency unit sales	8,931			—			8,931			nm
Same-store new agency unit sales	7,554			—			7,554			nm
New sales revenue	$	2,820.1		$	2,446.0		$	374.1		15.3	%
Same-store new sales revenue	$	2,782.4		$	2,416.6		$	365.8		15.1	%
New retail sales revenue per unit (excluding agency)	$	56,557		$	53,740		$	2,817		5.2	%
Same-store new retail sales revenue per unit (excluding agency)	$	56,592		$	53,799		$	2,793		5.2	%
Gross profit — new	$	326.8		$	312.3		$	14.5		4.6	%
Same-store gross profit — new	$	321.4		$	309.1		$	12.3		4.0	%
Average gross profit per new vehicle (excluding agency)	$	6,259		$	6,860		$	(601)		(8.8)	%
Same-store average gross profit per new vehicle (excluding agency)	$	6,298		$	6,880		$	(582)		(8.5)	%
Gross margin % — new	11.6		%	12.8		%	(1.2)		%	(9.4)	%
Same-store gross margin % — new	11.6		%	12.8		%	(1.2)		%	(9.4)	%

Retail Units (excluding agency)

Retail unit sales of new vehicles increased from 2022 to 2023 due to a 4,003 unit, or 8.9%, increase in same-store new retail unit sales, coupled with a 44 unit increase from net dealership acquisitions. Same-store retail units increased 10.5% in the U.S. and increased 6.1% internationally. Overall, new retail unit sales increased 10.5% in the U.S. and increased 6.0% internationally. We believe the increase in same-store retail unit sales is primarily due to continued consumer demand for new vehicles and increasing new vehicle availability, partially offset by the transition to the agency model for certain brands which are not included as retail sales beginning in 2023.

Revenues

New vehicle sales revenue increased from 2022 to 2023 due to a $365.8 million, or 15.1%, increase in same-store revenues and an $8.3 million increase from net dealership acquisitions, partially offset by the transition to agency for certain brands in the U.K. causing us to no longer record the vehicle sales price as revenue. Excluding $4.5 million of unfavorable foreign currency fluctuations, same-store new revenue increased 15.3%. Same-store revenue (excluding agency) increased due to the increase in same-store new retail unit sales, which increased revenue by $226.5 million, coupled with a $2,793 per unit increase in same-store comparative average retail selling price (despite a $95 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which increased revenue by $125.5 million. We believe the increase in same-store comparative average retail selling price (excluding agency) is primarily due to cost increases initiated by the manufacturers, inflation, and the prolonged low supply of certain new vehicle brands available for sale.

Gross Profit

Retail gross profit from new vehicle sales increased from 2022 to 2023 due to a $12.3 million, or 4.0%, increase in same-store gross profit and a $2.2 million increase from net dealership acquisitions, partially offset by the transition to agency for certain brands in the U.K. Excluding $5.0 million of unfavorable foreign currency fluctuations, same-store gross profit increased 5.6%. Same-store gross profit (excluding agency) decreased due to a $582 per unit decrease in same-store comparative average gross profit (including a $104 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which decreased gross profit by $26.1 million, partially offset by the increase in same-store new retail sales, which increased retail gross profit by $25.2 million. We believe the decrease in same-store comparative average retail gross profit per unit (excluding agency) is primarily due to an increased supply and inventory mix of certain new vehicle brands available for sale as compared to the prior year period.

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Retail Automotive Dealership Used Vehicle Data

(In millions, except unit and per unit amounts)


							2023 vs. 2022
Used Vehicle Data	2023			2022			Change			% Change
Used retail unit sales	65,386			69,994			(4,608)			(6.6)	%
Same-store used retail unit sales	63,726			68,921			(5,195)			(7.5)	%
Used retail sales revenue	$	2,330.3		$	2,387.8		$	(57.5)		(2.4)	%
Same-store used retail sales revenue	$	2,269.8		$	2,353.3		$	(83.5)		(3.5)	%
Used retail sales revenue per unit	$	35,639		$	34,114		$	1,525		4.5	%
Same-store used retail sales revenue per unit	$	35,618		$	34,145		$	1,473		4.3	%
Gross profit — used	$	123.3		$	155.2		$	(31.9)		(20.6)	%
Same-store gross profit — used	$	121.2		$	153.7		$	(32.5)		(21.1)	%
Average gross profit per used vehicle retailed	$	1,887		$	2,218		$	(331)		(14.9)	%
Same-store average gross profit per used vehicle retailed	$	1,902		$	2,230		$	(328)		(14.7)	%
Gross margin % — used	5.3		%	6.5		%	(1.2)		%	(18.5)	%
Same-store gross margin % — used	5.3		%	6.5		%	(1.2)		%	(18.5)	%

Units

Retail unit sales of used vehicles decreased from 2022 to 2023 due to a 5,195 unit, or 7.5%, decrease in same-store used retail unit sales, partially offset by a 587 unit increase from net dealership acquisitions. Our same-store units decreased 10.6% in the U.S. and decreased 5.1% internationally. Same-store retail units for our U.S. and U.K. CarShop used vehicle dealerships decreased 7.5% and 7.7%, respectively. Overall, our used units decreased 11.3% in the U.S. and decreased 2.8% internationally. We believe the decrease in same-store unit sales is being impacted by a lower supply of 1-4 year old used vehicles due to the lower number of new vehicles sold in recent years, coupled with higher interest rates and inflation impacting the affordability of used vehicles.

Revenues

Used vehicle retail sales revenue decreased from 2022 to 2023 due to an $83.5 million, or 3.5%, decrease in same-store revenues, partially offset by a $26.0 million increase from net dealership acquisitions. Excluding $2.6 million of unfavorable foreign currency fluctuations, same-store used retail revenue decreased 3.4%. The decrease in same-store revenue is due to the decrease in same-store used retail unit sales, which decreased revenue by $177.4 million, partially offset by a $1,473 per unit increase in same-store comparative average selling price (despite a $41 per unit decrease attributable to unfavorable foreign currency fluctuations), which increased revenue by $93.9 million. The average sales price per unit for our CarShop used vehicle dealerships increased 13.6% to $21,953. The same-store average sales price per unit decreased 0.7% in the U.S. and increased 9.8% in the U.K. We believe the increase in same-store comparative average selling price is primarily due to the increased cost to acquire used vehicles for retail sales in the U.K. as compared to the prior period.

Gross Profit

Retail gross profit from used vehicle sales decreased from 2022 to 2023 due to a $32.5 million, or 21.1%, decrease in same-store gross profit, partially offset by a $0.6 million increase from net dealership acquisitions. Excluding $0.1 million of unfavorable foreign currency fluctuations, same-store gross profit decreased 21.0%. The decrease in same-store gross profit is due to a $328 per unit decrease in same-store comparative average gross profit (including a $2 per unit decrease attributable to unfavorable foreign currency fluctuations), which decreased gross profit by $20.9 million, coupled with the decrease in same-store used retail unit sales, which decreased gross profit by $11.6 million. The average gross profit per unit for our CarShop used vehicle dealerships decreased 11.5% to $681. We believe the decrease in same-store comparative average gross profit per unit is primarily due to the increased cost to acquire used vehicles for retail sales as compared to the prior year and the resulting lack of affordability for consumers due to historically higher prices attributable to the lower overall vehicle inventory availability for sale in recent years, inflation and higher interest costs associated with the overall purchase.

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Retail Automotive Dealership Finance and Insurance Data

(In millions, except unit and per unit amounts)


					2023 vs. 2022
Finance and Insurance Data	2023		2022		Change		% Change
Total retail unit sales	114,948		115,509		(561)		(0.5)	%
Total same-store retail unit sales	112,649		113,841		(1,192)		(1.0)	%
Total agency unit sales	8,931		—		8,931		nm
Total same-store agency unit sales	7,554		—		7,554		nm
Finance and insurance revenue	$	214.1	$	221.4	$	(7.3)	(3.3)	%
Same-store finance and insurance revenue	$	209.3	$	218.4	$	(9.1)	(4.2)	%
Finance and insurance revenue per unit (excluding agency)	$	1,840	$	1,917	$	(77)	(4.0)	%
Same-store finance and insurance revenue per unit (excluding agency)	$	1,834	$	1,918	$	(84)	(4.4)	%

Finance and insurance revenue decreased from 2022 to 2023 due to a $9.1 million, or 4.2%, decrease in same-store revenue, partially offset by a $1.8 million increase from net dealership acquisitions. Excluding $0.1 million of unfavorable foreign currency fluctuations, same-store finance and insurance revenue decreased 4.1%. Same-store revenue (excluding agency) decreased due to an $84 per unit decrease in same-store comparative average finance and insurance retail revenue (including a $1 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which decreased revenue by $9.5 million, coupled with the decrease in combined same-store new and used retail unit sales, which decreased revenue by $2.3 million. Finance and insurance revenue per unit (excluding agency) decreased 5.8% in the U.S. and increased 0.1% in the U.K. We believe the aggregate decrease in same-store finance and insurance revenue per unit (excluding agency) is primarily due to rising interest rates impacting overall customer affordability.

Retail Automotive Dealership Service and Parts Data

(In millions)


							2023 vs. 2022
Service and Parts Data	2023			2022			Change			% Change
Service and parts revenue	$	685.2		$	597.0		$	88.2		14.8	%
Same-store service and parts revenue	$	653.0		$	589.7		$	63.3		10.7	%
Gross profit — service and parts	$	406.5		$	359.2		$	47.3		13.2	%
Same-store service and parts gross profit	$	391.1		$	354.7		$	36.4		10.3	%
Gross margin % — service and parts	59.3		%	60.2		%	(0.9)		%	(1.5)	%
Same-store service and parts gross margin %	59.9		%	60.1		%	(0.2)		%	(0.3)	%

Revenues

Service and parts revenue increased from 2022 to 2023, with an increase of 8.1% in the U.S. and an increase of 29.3% internationally. The increase in service and parts revenue is due to a $63.3 million, or 10.7%, increase in same-store revenues, coupled with a $24.9 million increase from net dealership acquisitions. Excluding $0.3 million of favorable foreign currency fluctuations, same-store revenue increased 10.7%. The increase in same-store revenue is due to a $42.8 million, or 9.8%, increase in customer pay revenue, a $14.2 million, or 12.6%, increase in warranty revenue, and a $6.3 million, or 16.5%, increase in vehicle preparation and body shop revenue. We believe the increase in same-store revenue is primarily due to vehicles remaining on the road longer due to limited supply and affordability considerations, coupled with increases in customer pay and warranty service work, as well as increases in effective labor rates and the retail cost of parts due to inflation.

Gross Profit

Service and parts gross profit increased from 2022 to 2023 due to a $36.4 million, or 10.3%, increase in same-store gross profit, coupled with a $10.9 million increase from net dealership acquisitions. Excluding $0.1 million of favorable foreign currency fluctuations, same-store gross profit increased 10.2%. The increase in same-store gross profit is due to the increase in same-store revenues, which increased gross profit by $37.9 million, partially offset by a 0.2% decrease in same-store gross margin, which decreased gross profit by $1.5 million. The increase in same-store gross profit is due to a $23.1

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million, or 10.9%, increase in customer pay gross profit, a $7.3 million, or 9.2%, increase in vehicle preparation and body shop gross profit, and a $6.0 million, or 9.6%, increase in warranty gross profit.

Retail Commercial Truck Dealership Data

(In millions, except unit and per unit amounts)


							2023 vs. 2022
New Commercial Truck Data	2023			2022			Change			% Change
New retail unit sales	4,539			3,531			1,008			28.5	%
Same-store new retail unit sales	4,510			3,531			979			27.7	%
New retail sales revenue	$	616.4		$	447.3		$	169.1		37.8	%
Same-store new retail sales revenue	$	611.7		$	447.3		$	164.4		36.8	%
New retail sales revenue per unit	$	135,798		$	126,676		$	9,122		7.2	%
Same-store new retail sales revenue per unit	$	135,637		$	126,676		$	8,961		7.1	%
Gross profit — new	$	37.5		$	26.5		$	11.0		41.5	%
Same-store gross profit — new	$	37.0		$	26.5		$	10.5		39.6	%
Average gross profit per new truck retailed	$	8,254		$	7,504		$	750		10.0	%
Same-store average gross profit per new truck retailed	$	8,211		$	7,504		$	707		9.4	%
Gross margin % — new	6.1		%	5.9		%	0.2		%	3.4	%
Same-store gross margin % — new	6.0		%	5.9		%	0.1		%	1.7	%

Units

Retail unit sales of new trucks increased from 2022 to 2023 due to a 979 unit, or 27.7%, increase in same-store new retail unit sales, coupled with a 29 unit increase from net dealership acquisitions. We believe the increase in same-store unit sales is primarily due to replacement demand for medium- and heavy-duty trucks and increased supply from the manufacturer.

Revenues

New commercial truck retail sales revenue increased from 2022 to 2023 due to a $164.4 million, or 36.8%, increase in same-store revenues, coupled with a $4.7 million increase from net dealership acquisitions. The increase in same-store revenue is due to the increase in same-store new retail unit sales, which increased revenue by $132.8 million, coupled with an $8,961 per unit increase in same-store comparative average selling price, which increased revenue by $31.6 million. We believe the increase in same-store comparative average selling price is primarily due to higher prices driven by replacement demand and surcharges initiated by the manufacturer.

Gross Profit

New commercial truck retail gross profit increased from 2022 to 2023 due to a $10.5 million, or 39.6%, increase in same-store gross profit, coupled with a $0.5 million increase from net dealership acquisitions. The increase in same-store gross profit is due to the increase in same-store new retail unit sales, which increased gross profit by $8.0 million, coupled with a $707 per unit increase in same-store comparative average gross profit, which increased gross profit by $2.5 million. We believe the increase in same-store comparative average gross profit per unit is primarily due to sales mix of retail unit sales and higher selling prices.

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							2023 vs. 2022
Used Commercial Truck Data	2023			2022			Change			% Change
Used retail unit sales	704			643			61			9.5	%
Same-store used retail unit sales	701			643			58			9.0	%
Used retail sales revenue	$	52.4		$	78.7		$	(26.3)		(33.4)	%
Same-store used retail sales revenue	$	52.2		$	78.7		$	(26.5)		(33.7)	%
Used retail sales revenue per unit	$	74,421		$	122,415		$	(47,994)		(39.2)	%
Same-store used retail sales revenue per unit	$	74,485		$	122,415		$	(47,930)		(39.2)	%
Gross profit — used	$	4.0		$	5.9		$	(1.9)		(32.2)	%
Same-store gross profit — used	$	4.0		$	5.9		$	(1.9)		(32.2)	%
Average gross profit per used truck retailed	$	5,722		$	9,133		$	(3,411)		(37.3)	%
Same-store average gross profit per used truck retailed	$	5,733		$	9,133		$	(3,400)		(37.2)	%
Gross margin % — used	7.6		%	7.5		%	0.1		%	1.3	%
Same-store gross margin % — used	7.7		%	7.5		%	0.2		%	2.7	%

Units

Retail unit sales of used trucks increased from 2022 to 2023 due to a 58 unit, or 9.0%, increase in same-store retail unit sales, coupled with a 3 unit increase from net dealership acquisitions. We believe the increase in same-store unit sales is primarily due to the increased supply of new truck inventory leading to increased availability of used trucks.

Revenues

Used commercial truck retail sales revenue decreased from 2022 to 2023 due to a $26.5 million, or 33.7%, decrease in same-store revenues, partially offset by a $0.2 million increase from net dealership acquisitions. The decrease in same-store revenue is due to a $47,930 per unit decrease in same-store comparative average selling price, which decreased revenue by $30.8 million, partially offset by the increase in same-store used retail unit sales, which increased revenue by $4.3 million. We believe the decrease in same-store comparative average selling price is primarily due to the declining value of used trucks, including as a result of depressed freight spot rates when compared to the prior year period, as well as the increased supply of new truck inventory for sale, which reduced overall market demand for used trucks.

Gross Profit

Used commercial truck retail gross profit decreased from 2022 to 2023 due to a $1.9 million, or 32.2%, decrease in same-store gross profit. The decrease in same-store gross profit is due to a $3,400 per unit decrease in same-store comparative average gross profit, which decreased gross profit by $2.2 million, partially offset by the increase in same-store used retail unit sales, which increased gross profit by $0.3 million. We believe the decrease in same-store comparative average gross profit per unit is primarily due to the declining value of used trucks, including as a result of depressed freight spot rates when compared to the prior year period, as well as the increased supply of new truck inventory for sale, which reduced the overall market demand for used trucks.


							2023 vs. 2022
Service and Parts Data	2023			2022			Change			% Change
Service and parts revenue	$	232.1		$	219.6		$	12.5		5.7	%
Same-store service and parts revenue	$	229.3		$	219.6		$	9.7		4.4	%
Gross profit — service and parts	$	95.4		$	92.3		$	3.1		3.4	%
Same-store service and parts gross profit	$	94.3		$	92.3		$	2.0		2.2	%
Gross margin % — service and parts	41.1		%	42.0		%	(0.9)		%	(2.1)	%
Same-store service and parts gross margin %	41.1		%	42.0		%	(0.9)		%	(2.1)	%

Revenues

Service and parts revenue increased from 2022 to 2023 due to a $9.7 million, or 4.4%, increase in same-store revenues, coupled with a $2.8 million increase from net dealership acquisitions. Customer pay work represented approximately 80.7% of PTG's service and parts revenue, largely due to the significant amount of retail sales of parts and accessories. The

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increase in same-store revenue is due to a $6.3 million, or 3.5%, increase in customer pay revenue, a $2.8 million, or 8.3%, increase in warranty revenue, and a $0.6 million, or 8.2%, increase in body shop revenue. We believe the increase in same-store service and parts revenue is being driven by the prolonged replacement cycle of trucks, higher utilization by customers of existing trucks, and as a result, increased mileage accumulation across existing fleets.

Gross Profit

Service and parts gross profit increased from 2022 to 2023 due to a $2.0 million, or 2.2%, increase in same-store gross profit, coupled with a $1.1 million increase from net dealership acquisitions. The increase in same-store gross profit is due to the increase in same-store revenues, which increased gross profit by $4.0 million, partially offset by a 0.9% decrease in same-store gross margin, which decreased gross profit by $2.0 million. The increase in same-store gross profit is due to a $1.5 million, or 7.5%, increase in warranty gross profit and a $0.8 million, or 11.1%, increase in body shop gross profit, partially offset by a $0.3 million, or 0.6%, decrease in customer pay gross profit.

Commercial Vehicle Distribution and Other Data

(In millions, except unit amounts)


					2023 vs. 2022
Penske Australia Data	2023		2022		Change		% Change
Commercial vehicle units (wholesale and retail)	323		357		(34)		(9.5)	%
Power system units	270		375		(105)		(28.0)	%
Sales revenue	$	143.3	$	140.9	$	2.4	1.7	%
Gross profit	$	40.3	$	41.0	$	(0.7)	(1.7)	%

Penske Australia primarily distributes and services commercial vehicles, engines, and power systems. This business generated $143.3 million of revenue during the three months ended June 30, 2023, compared to $140.9 million of revenue in the prior year, an increase of 1.7%. This business also generated $40.3 million of gross profit during the three months ended June 30, 2023, compared to $41.0 million of gross profit in the prior year, a decrease of 1.7%.

Excluding $9.2 million of unfavorable foreign currency fluctuations, revenue increased 8.2% primarily due to an increase in service and parts sales revenue, partially offset by a decrease in unit sales. Excluding $2.6 million of unfavorable foreign currency fluctuations, gross profit increased 4.5% primarily due to an increase in higher margin remanufacturing activity and higher margin service and parts sales.

Selling, General, and Administrative Data

(In millions)


							2023 vs. 2022
Selling, General, and Administrative Data	2023			2022			Change			% Change
Personnel expense	$	518.3		$	510.6		$	7.7		1.5	%
Advertising expense	$	35.2		$	31.2		$	4.0		12.8	%
Rent & related expense	$	97.7		$	92.9		$	4.8		5.2	%
Other expense	$	206.9		$	183.0		$	23.9		13.1	%
Total SG&A expenses	$	858.1		$	817.7		$	40.4		4.9	%
Same-store SG&A expenses	$	832.1		$	807.3		$	24.8		3.1	%

Personnel expense as % of gross profit	40.7		%	41.3		%	(0.6)		%	(1.5)	%
Advertising expense as % of gross profit	2.8		%	2.5		%	0.3		%	12.0	%
Rent & related expense as % of gross profit	7.7		%	7.5		%	0.2		%	2.7	%
Other expense as % of gross profit	16.2		%	14.8		%	1.4		%	9.5	%
Total SG&A expenses as % of gross profit	67.4		%	66.1		%	1.3		%	2.0	%
Same-store SG&A expenses as % of same-store gross profit	66.9		%	65.9		%	1.0		%	1.5	%

Selling, general, and administrative expenses ("SG&A") increased from 2022 to 2023 due to a $24.8 million, or 3.1%, increase in same-store SG&A, coupled with a $15.6 million increase from net acquisitions. Excluding $2.8 million of

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favorable foreign currency fluctuations, same-store SG&A increased 3.4%. SG&A as a percentage of gross profit was 67.4%, an increase of 130 basis points compared to 66.1% in the prior year. SG&A expenses as a percentage of total revenue were 11.5% and 11.8% in the three months ended June 30, 2023 and 2022, respectively. We believe the increase in SG&A as a percentage of gross profit is primarily due to the inflationary effect on our personnel, rent, and other expenses.

Depreciation

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Depreciation	$	34.1	$	31.7	2.4	7.6	%

Depreciation increased from 2022 to 2023 due to a $2.0 million, or 6.2%, increase in same-store depreciation, coupled with a $0.4 million increase from net acquisitions.

Floor Plan Interest Expense

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Floor plan interest expense	$	30.8	$	9.0	21.8	242.2	%

Floor plan interest expense increased from 2022 to 2023 due to a $21.6 million, or 242.6%, increase in same-store floor plan interest expense, coupled with a $0.2 million increase from net acquisitions. The increase is due to increases in applicable rates, coupled with increases in average amounts outstanding under floor plan arrangements.

Other Interest Expense

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Other interest expense	$	24.2	$	17.0	7.2	42.4	%

Other interest expense increased from 2022 to 2023 due to increases in applicable rates, coupled with increases in average revolver borrowing amounts outstanding under our credit agreements.

Equity in Earnings of Affiliates

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Equity in earnings of affiliates	$	74.5	$	138.0	(63.5)	(46.0)	%

Equity in earnings of affiliates decreased from 2022 to 2023 due to a $63.3 million, or 46.3%, decrease in earnings from our investment in PTS, coupled with the decrease in earnings from our retail automotive joint ventures. We believe the decrease in our PTS equity earnings is primarily due to a decrease in commercial and consumer rental utilization and a decrease in gains from the sale of vehicles, coupled with increased interest costs of $47 million and increased maintenance costs of $65 million when compared to the same period last year.

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Income Taxes

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Income taxes	$	97.7	$	123.7	(26.0)	(21.0)	%

Income taxes decreased from 2022 to 2023 primarily due to a $99.3 million decrease in our pre-tax income compared to the prior year. Our effective tax rate was 24.4% during the three months ended June 30, 2023, compared to 24.8% during the three months ended June 30, 2022, primarily due to fluctuations in our geographic pre-tax income mix.

Six Months Ended June 30, 2023, Compared to Six Months Ended June 30, 2022

Retail Automotive Dealership New Vehicle Data

(In millions, except unit and per unit amounts)


							2023 vs. 2022
New Vehicle Data	2023			2022			Change			% Change
New retail unit sales (excluding agency)	97,224			91,043			6,181			6.8	%
Same-store new retail unit sales (excluding agency)	94,403			89,282			5,121			5.7	%
New agency unit sales	15,864			—			15,864			nm
Same-store new agency unit sales	13,428			—			13,428			nm
New sales revenue	$	5,541.4		$	4,891.5		$	649.9		13.3	%
Same-store new sales revenue	$	5,395.1		$	4,813.5		$	581.6		12.1	%
New retail sales revenue per unit (excluding agency)	$	56,687		$	53,727		$	2,960		5.5	%
Same-store new retail sales revenue per unit (excluding agency)	$	56,889		$	53,914		$	2,975		5.5	%
Gross profit — new	$	640.6		$	623.7		$	16.9		2.7	%
Same-store gross profit — new	$	624.0		$	616.6		$	7.4		1.2	%
Average gross profit per new vehicle (excluding agency)	$	6,287		$	6,850		$	(563)		(8.2)	%
Same-store average gross profit per new vehicle (excluding agency)	$	6,358		$	6,906		$	(548)		(7.9)	%
Gross margin % — new	11.6		%	12.8		%	(1.2)		%	(9.4)	%
Same-store gross margin % — new	11.6		%	12.8		%	(1.2)		%	(9.4)	%

Retail Units (excluding agency)

Retail unit sales of new vehicles increased from 2022 to 2023 due to a 5,121 unit, or 5.7%, increase in same-store new retail unit sales, coupled with a 1,060 unit increase from net dealership acquisitions. Same-store retail units increased 3.5% in the U.S. and increased 9.8% internationally. Overall, new retail unit sales increased 4.3% in the U.S. and increased 11.2% internationally. We believe the increase in same-store retail unit sales is primarily due to continued consumer demand for new vehicles and increasing new vehicle availability, partially offset by the transition to the agency model for certain brands which are not included as retail sales beginning in 2023.

Revenues

New vehicle sales revenue increased from 2022 to 2023 due to a $581.6 million, or 12.1%, increase in same-store revenues and a $68.3 million increase from net dealership acquisitions, partially offset by the transition to agency for certain brands in the U.K. causing us to no longer record the vehicle sales price as revenue. Excluding $97.5 million of unfavorable foreign currency fluctuations, same-store new revenue increased 14.1%. Same-store revenue (excluding agency) increased due to the increase in same-store new retail unit sales, which increased revenue by $291.3 million, coupled with a $2,975 per unit increase in same-store comparative average retail selling price (despite a $1,025 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which increased revenue by $265.6 million. We believe the increase in same-store comparative average retail selling price (excluding agency) is primarily due to cost increases initiated by the manufacturers, inflation and the prolonged low supply of certain new vehicle brands available for sale.

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Gross Profit

Retail gross profit from new vehicle sales increased from 2022 to 2023 due to a $9.5 million increase from net dealership acquisitions and a $7.4 million, or 1.2%, increase in same-store gross profit, partially offset by the transition to agency for certain brands in the U.K. Excluding $19.1 million of unfavorable foreign currency fluctuations, same-store gross profit increased 4.3%. Same-store gross profit (excluding agency) decreased due to a $548 per unit decrease in same-store comparative average gross profit (including a $194 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which decreased gross profit by $48.9 million, partially offset by the increase in same-store new retail sales, which increased retail gross profit by $32.6 million. We believe the decrease in same-store comparative average retail gross profit per unit (excluding agency) is primarily due to an increased supply and inventory mix of new vehicle brands available for sale as compared to the prior year period.

Retail Automotive Dealership Used Vehicle Data

(In millions, except unit and per unit amounts)


							2023 vs. 2022
Used Vehicle Data	2023			2022			Change			% Change
Used retail unit sales	133,222			138,225			(5,003)			(3.6)	%
Same-store used retail unit sales	128,555			135,390			(6,835)			(5.0)	%
Used retail sales revenue	$	4,627.4		$	4,810.7		$	(183.3)		(3.8)	%
Same-store used retail sales revenue	$	4,461.3		$	4,721.7		$	(260.4)		(5.5)	%
Used retail sales revenue per unit	$	34,735		$	34,803		$	(68)		(0.2)	%
Same-store used retail sales revenue per unit	$	34,703		$	34,875		$	(172)		(0.5)	%
Gross profit — used	$	245.9		$	311.0		$	(65.1)		(20.9)	%
Same-store gross profit — used	$	239.2		$	307.0		$	(67.8)		(22.1)	%
Average gross profit per used vehicle retailed	$	1,847		$	2,250		$	(403)		(17.9)	%
Same-store average gross profit per used vehicle retailed	$	1,861		$	2,268		$	(407)		(17.9)	%
Gross margin % — used	5.3		%	6.5		%	(1.2)		%	(18.5)	%
Same-store gross margin % — used	5.4		%	6.5		%	(1.1)		%	(16.9)	%

Units

Retail unit sales of used vehicles decreased from 2022 to 2023 due to a 6,835 unit, or 5.0%, decrease in same-store used retail unit sales, partially offset by a 1,832 unit increase from net dealership acquisitions. Our same-store units decreased 8.5% in the U.S. and decreased 2.2% internationally. Same-store retail units for our U.S. and U.K. CarShop used vehicle dealerships decreased 7.3% and 2.1%, respectively. Overall, our used units decreased 8.8% in the U.S. and increased 0.6% internationally. We believe the decrease in same-store unit sales is primarily being impacted by a lower supply of 1-4 year old used vehicles due to the lower number of new vehicles sold in recent, coupled with higher interest rates and inflation impacting the affordability of used vehicles.

Revenues

Used vehicle retail sales revenue decreased from 2022 to 2023 due to a $260.4 million, or 5.5%, decrease in same-store revenues, partially offset by a $77.1 million increase from net dealership acquisitions. Excluding $128.3 million of unfavorable foreign currency fluctuations, same-store used retail revenue decreased 2.8%. The decrease in same-store revenue is due to the decrease in same-store used retail unit sales, which decreased revenue by $238.3 million, coupled with a $172 per unit decrease in same-store comparative average selling price (including a $998 per unit decrease attributable to unfavorable foreign currency fluctuations), which decreased revenue by $22.1 million. The average sales price per unit for our CarShop used vehicle dealerships increased 4.4% to $21,402. We believe the decrease in same-store comparative average selling price is primarily due to the low overall vehicle inventory availability in the prior period which caused historically high used unit prices.

Gross Profit

Retail gross profit from used vehicle sales decreased from 2022 to 2023 due to a $67.8 million, or 22.1%, decrease in same-store gross profit, partially offset by a $2.7 million increase from net dealership acquisitions. Excluding $5.9 million of unfavorable foreign currency fluctuations, same-store gross profit decreased 20.2%. The decrease in same-store gross

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profit is due to a $407 per unit decrease in same-store comparative average gross profit (including a $46 per unit decrease attributable to unfavorable foreign currency fluctuations), which decreased gross profit by $52.3 million, coupled with the decrease in same-store used retail unit sales, which decreased gross profit by $15.5 million. The average gross profit per unit for our CarShop used vehicle dealerships decreased 14.4% to $655. We believe the decrease in same-store comparative average gross profit per unit is primarily due to the increased cost to acquire used vehicles for retail sales as compared to the prior year and the resulting lack of affordability for consumers due to historically higher prices attributable to the lower overall vehicle inventory availability for sale in recent years, inflation and higher interest costs associated with the overall purchase.

Retail Automotive Dealership Finance and Insurance Data

(In millions, except unit and per unit amounts)


					2023 vs. 2022
Finance and Insurance Data	2023		2022		Change		% Change
Total retail unit sales	230,446		229,268		1,178		0.5	%
Total same-store retail unit sales	222,958		224,672		(1,714)		(0.8)	%
Total agency unit sales	15,864		—		15,864		nm
Total same-store agency unit sales	13,428		—		13,428		nm
Finance and insurance revenue	$	420.9	$	438.7	$	(17.8)	(4.1)	%
Same-store finance and insurance revenue	$	408.5	$	433.3	$	(24.8)	(5.7)	%
Finance and insurance revenue per unit (excluding agency)	$	1,806	$	1,914	$	(108)	(5.6)	%
Same-store finance and insurance revenue per unit (excluding agency)	$	1,812	$	1,928	$	(116)	(6.0)	%

Finance and insurance revenue decreased from 2022 to 2023 due to a $24.8 million, or 5.7%, decrease in same-store revenue, partially offset by a $7.0 million increase from net dealership acquisitions. Excluding $8.1 million of unfavorable foreign currency fluctuations, same-store finance and insurance revenue decreased 3.8%. Same-store revenue (excluding agency) decreased due to a $116 per unit decrease in same-store comparative average finance and insurance retail revenue (including a $13 per retail unit decrease attributable to unfavorable foreign currency fluctuations), which decreased revenue by $25.9 million, coupled with the decrease in combined same-store new and used retail unit sales, which decreased revenue by $3.3 million. Finance and insurance revenue per unit (excluding agency) decreased 4.5% in the U.S. and decreased 5.9% in the U.K. We believe the decrease in same-store finance and insurance revenue per unit (excluding agency) is primarily due to rising interest rates impacting overall customer affordability.

Retail Automotive Dealership Service and Parts Data

(In millions)


							2023 vs. 2022
Service and Parts Data	2023			2022			Change			% Change
Service and parts revenue	$	1,368.2		$	1,183.2		$	185.0		15.6	%
Same-store service and parts revenue	$	1,288.9		$	1,167.1		$	121.8		10.4	%
Gross profit — service and parts	$	805.4		$	709.7		$	95.7		13.5	%
Same-store service and parts gross profit	$	766.2		$	700.2		$	66.0		9.4	%
Gross margin % — service and parts	58.9		%	60.0		%	(1.1)		%	(1.8)	%
Same-store service and parts gross margin %	59.4		%	60.0		%	(0.6)		%	(1.0)	%

Revenues

Service and parts revenue increased from 2022 to 2023, with an increase of 10.2% in the U.S. and an increase of 26.6% internationally. The increase in service and parts revenue is due to a $121.8 million, or 10.4%, increase in same-store revenues, coupled with a $63.2 million increase from net dealership acquisitions. Excluding $20.1 million of unfavorable foreign currency fluctuations, same-store revenue increased 12.2%. The increase in same-store revenue is due to a $78.6 million, or 9.1%, increase in customer pay revenue, a $30.0 million, or 13.2%, increase in warranty revenue, and a $13.2 million, or 17.6%, increase in vehicle preparation and body shop revenue. We believe the increase in same-store revenue is primarily due to vehicles remaining on the road longer due to limited supply and affordability considerations,

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coupled with increases in customer pay and warranty service work, as well as increases in effective labor rates and the retail cost of parts due to inflation.

Gross Profit

Service and parts gross profit increased from 2022 to 2023 due to a $66.0 million, or 9.4%, increase in same-store gross profit, coupled with a $29.7 million increase from net dealership acquisitions. Excluding $11.6 million of unfavorable foreign currency fluctuations, same-store gross profit increased 11.1%. The increase in same-store gross profit is due to the increase in same-store revenues, which increased gross profit by $72.4 million, partially offset by a 0.6% decrease in same-store gross margin, which decreased gross profit by $6.4 million. The increase in same-store gross profit is due to a $37.4 million, or 8.9%, increase in customer pay gross profit, a $16.0 million, or 10.4%, increase in vehicle preparation and body shop gross profit, and a $12.6 million, or 10.0%, increase in warranty gross profit.

Retail Commercial Truck Dealership Data

(In millions, except unit and per unit amounts)


							2023 vs. 2022
New Commercial Truck Data	2023			2022			Change			% Change
New retail unit sales	9,056			7,386			1,670			22.6	%
Same-store new retail unit sales	8,610			7,175			1,435			20.0	%
New retail sales revenue	$	1,216.6		$	919.0		$	297.6		32.4	%
Same-store new retail sales revenue	$	1,164.6		$	893.5		$	271.1		30.3	%
New retail sales revenue per unit	$	134,345		$	124,422		$	9,923		8.0	%
Same-store new retail sales revenue per unit	$	135,259		$	124,527		$	10,732		8.6	%
Gross profit — new	$	70.0		$	55.5		$	14.5		26.1	%
Same-store gross profit — new	$	66.0		$	53.8		$	12.2		22.7	%
Average gross profit per new truck retailed	$	7,723		$	7,508		$	215		2.9	%
Same-store average gross profit per new truck retailed	$	7,665		$	7,493		$	172		2.3	%
Gross margin % — new	5.8		%	6.0		%	(0.2)		%	(3.3)	%
Same-store gross margin % — new	5.7		%	6.0		%	(0.3)		%	(5.0)	%

Units

Retail unit sales of new trucks increased from 2022 to 2023 due to a 1,435 unit, or 20.0%, increase in same-store new retail unit sales, coupled with a 235 unit increase from net dealership acquisitions. We believe the increase in same-store unit sales is primarily due to replacement demand for medium- and heavy-duty trucks and increased supply from the manufacturer.

Revenues

New commercial truck retail sales revenue increased from 2022 to 2023 due to a $271.1 million, or 30.3%, increase in same-store revenues, coupled with a $26.5 million increase from net dealership acquisitions. The increase in same-store revenue is due to the increase in same-store new retail unit sales, which increased revenue by $194.1 million, coupled with a $10,732 per unit increase in same-store comparative average selling price, which increased revenue by $77.0 million. We believe the increase in same-store comparative average selling price is primarily due to higher prices driven by replacement demand and surcharges initiated by the manufacturer.

Gross Profit

New commercial truck retail gross profit increased from 2022 to 2023 due to a $12.2 million, or 22.7%, increase in same-store gross profit, coupled with a $2.3 million increase from net dealership acquisitions. The increase in same-store gross profit is due to the increase in same-store new retail unit sales, which increased gross profit by $11.0 million, coupled with a $172 per unit increase in same-store comparative average gross profit, which increased gross profit by $1.2 million. We believe the increase in same-store comparative average gross profit per unit is primarily due to sales mix of retail units and higher selling prices.

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							2023 vs. 2022
Used Commercial Truck Data	2023			2022			Change			% Change
Used retail unit sales	1,359			1,480			(121)			(8.2)	%
Same-store used retail unit sales	1,327			1,464			(137)			(9.4)	%
Used retail sales revenue	$	101.9		$	179.0		$	(77.1)		(43.1)	%
Same-store used retail sales revenue	$	99.7		$	177.5		$	(77.8)		(43.8)	%
Used retail sales revenue per unit	$	75,009		$	120,963		$	(45,954)		(38.0)	%
Same-store used retail sales revenue per unit	$	75,162		$	121,271		$	(46,109)		(38.0)	%
Gross profit — used	$	9.4		$	21.8		$	(12.4)		(56.9)	%
Same-store gross profit — used	$	9.1		$	21.5		$	(12.4)		(57.7)	%
Average gross profit per used truck retailed	$	6,914		$	14,691		$	(7,777)		(52.9)	%
Same-store average gross profit per used truck retailed	$	6,886		$	14,713		$	(7,827)		(53.2)	%
Gross margin % — used	9.2		%	12.2		%	(3.0)		%	(24.6)	%
Same-store gross margin % — used	9.1		%	12.1		%	(3.0)		%	(24.8)	%

Units

Retail unit sales of used trucks decreased from 2022 to 2023 due to a 137 unit, or 9.4%, decrease in same-store retail unit sales, partially offset by a 16 unit increase from net dealership acquisitions. We believe the decrease in same-store unit sales is primarily due to the increased supply of new truck inventory leading to increased availability of used trucks.

Revenues

Used commercial truck retail sales revenue decreased from 2022 to 2023 due to a $77.8 million, or 43.8%, decrease in same-store revenues, partially offset by a $0.7 million increase from net dealership acquisitions. The decrease in same-store revenue is due to a $46,109 per unit decrease in same-store comparative average selling price, which decreased revenue by $61.2 million, coupled with the decrease in same-store used retail unit sales, which decreased revenue by $16.6 million. We believe the decrease in same-store comparative average selling price is primarily due to the declining value of used trucks, including as a result of depressed freight spot rates when compared to the prior year period, as well as the increased supply of new truck inventory for sale, which reduced overall market demand for used trucks.

Gross Profit

Used commercial truck retail gross profit decreased from 2022 to 2023 due to a $12.4 million, or 57.7%, decrease in same-store gross profit. The decrease in same-store gross profit is due to a $7,827 per unit decrease in same-store comparative average gross profit, which decreased gross profit by $10.4 million, coupled with the decrease in same-store used retail unit sales, which decreased gross profit by $2.0 million. We believe the decrease in same-store comparative average gross profit per unit is primarily due to the declining value of used trucks, including as a result of depressed freight spot rates when compared to the prior year period, as well as the increased supply of new truck inventory for sale, which reduced the overall market demand for used trucks.


							2023 vs. 2022
Service and Parts Data	2023			2022			Change			% Change
Service and parts revenue	$	460.1		$	416.6		$	43.5		10.4	%
Same-store service and parts revenue	$	428.6		$	398.9		$	29.7		7.4	%
Gross profit — service and parts	$	193.7		$	176.1		$	17.6		10.0	%
Same-store service and parts gross profit	$	180.7		$	169.5		$	11.2		6.6	%
Gross margin % — service and parts	42.1		%	42.3		%	(0.2)		%	(0.5)	%
Same-store service and parts gross margin %	42.2		%	42.5		%	(0.3)		%	(0.7)	%

Revenues

Service and parts revenue increased from 2022 to 2023 due to a $29.7 million, or 7.4%, increase in same-store revenues, coupled with a $13.8 million increase from net dealership acquisitions. Customer pay work represented approximately 80.7% of PTG's service and parts revenue, largely due to the significant amount of retail sales of parts and

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accessories. The increase in same-store revenue is due to a $20.8 million, or 6.4%, increase in customer pay revenue, a $7.5 million, or 12.2%, increase in warranty revenue, and a $1.4 million, or 9.6%, increase in body shop revenue. We believe the increase in same-store service and parts revenue is being driven by the prolonged replacement cycle of trucks, higher utilization by customers of existing trucks, and as a result, increased mileage accumulation across existing fleets.

Gross Profit

Service and parts gross profit increased from 2022 to 2023 due to an $11.2 million, or 6.6%, increase in same-store gross profit, coupled with a $6.4 million increase from net dealership acquisitions. The increase in same-store gross profit is due to the increase in same-store revenues, which increased gross profit by $12.5 million, partially offset by a 0.3% decrease in same-store gross margin, which decreased gross profit by $1.3 million. The increase in same-store gross profit is due to a $6.6 million, or 5.6%, increase in customer pay gross profit, a $3.4 million, or 9.7%, increase in warranty gross profit, and a $1.2 million, or 8.5%, increase in body shop gross profit.

Commercial Vehicle Distribution and Other Data

(In millions, except unit amounts)


					2023 vs. 2022
Penske Australia Data	2023		2022		Change		% Change
Commercial vehicle units (wholesale and retail)	602		695		(93)		(13.4)	%
Power system units	574		710		(136)		(19.2)	%
Sales revenue	$	286.9	$	294.8	$	(7.9)	(2.7)	%
Gross profit	$	83.0	$	80.8	$	2.2	2.7	%

Penske Australia primarily distributes and services commercial vehicles, engines, and power systems. This business generated $286.9 million of revenue during the six months ended June 30, 2023, compared to $294.8 million of revenue in the prior year, a decrease of 2.7%. This business also generated $83.0 million of gross profit during the six months ended June 30, 2023, compared to $80.8 million of gross profit in the prior year, an increase of 2.7%.

Excluding $18.7 million of unfavorable foreign currency fluctuations, revenue increased 3.6% primarily due to an increase in service and parts sales revenue, partially offset by a decrease in unit sales. Excluding $5.3 million of unfavorable foreign currency fluctuations, gross profit increased 9.3% primarily due to an increase in higher margin remanufacturing activity and higher margin service and parts sales.

Selling, General, and Administrative Data

(In millions)


							2023 vs. 2022
Selling, General, and Administrative Data	2023			2022			Change			% Change
Personnel expense	$	1,023.9		$	1,011.7		$	12.2		1.2	%
Advertising expense	$	67.6		$	62.8		$	4.8		7.6	%
Rent & related expense	$	193.1		$	183.7		$	9.4		5.1	%
Other expense	$	418.4		$	357.3		$	61.1		17.1	%
Total SG&A expenses	$	1,703.0		$	1,615.5		$	87.5		5.4	%
Same-store SG&A expenses	$	1,628.2		$	1,587.4		$	40.8		2.6	%

Personnel expense as % of gross profit	40.5		%	41.0		%	(0.5)		%	(1.2)	%
Advertising expense as % of gross profit	2.7		%	2.5		%	0.2		%	8.0	%
Rent & related expense as % of gross profit	7.6		%	7.4		%	0.2		%	2.7	%
Other expense as % of gross profit	16.6		%	14.5		%	2.1		%	14.5	%
Total SG&A expenses as % of gross profit	67.4		%	65.4		%	2.0		%	3.1	%
Same-store SG&A expenses as % of same-store gross profit	66.9		%	65.2		%	1.7		%	2.6	%

Selling, general, and administrative expenses ("SG&A") increased from 2022 to 2023 due to a $46.7 million increase from net acquisitions, coupled with a $40.8 million, or 2.6%, increase in same-store SG&A. Excluding $30.6 million of

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favorable foreign currency fluctuations, same-store SG&A increased 4.5%. SG&A as a percentage of gross profit was 67.4%, an increase of 200 basis points compared to 65.4% in the prior year. SG&A expenses as a percentage of total revenue were 11.5% and 11.6% in the six months ended June 30, 2023 and 2022, respectively. We believe the increase in SG&A as a percentage of gross profit is primarily due to the inflationary effect on our personnel, rent, and other expenses.

Depreciation

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Depreciation	$	68.0	$	63.6	4.4	6.9	%

Depreciation increased from 2022 to 2023 due to a $3.1 million, or 5.0%, increase in same-store depreciation, coupled with a $1.3 million increase from net acquisitions.

Floor Plan Interest Expense

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Floor plan interest expense	$	58.7	$	16.5	42.2	255.8	%

Floor plan interest expense increased from 2022 to 2023 due to a $41.1 million, or 254.6%, increase in same-store floor plan interest expense, coupled with a $1.1 million increase from net acquisitions. The overall increase is due to increases in applicable rates, coupled with increases in average amounts outstanding under floor plan arrangements.

Other Interest Expense

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Other interest expense	$	45.0	$	33.5	11.5	34.3	%

Other interest expense increased from 2022 to 2023 due to increases in applicable rates, coupled with increases in average revolver borrowing amounts outstanding under our credit agreements.

Equity in Earnings of Affiliates

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Equity in earnings of affiliates	$	156.6	$	257.6	(101.0)	(39.2)	%

Equity in earnings of affiliates decreased from 2022 to 2023 due to a $101.0 million, or 39.6%, decrease in earnings from our investment in PTS. We believe the decrease in our PTS equity earnings is primarily due to a decrease in commercial and consumer rental utilization and a decrease in gains from the sale of vehicles, coupled with increased interest costs of $91 million and increased maintenance costs of $148 million when compared to the same period last year.

Income Taxes

(In millions)


					2023 vs. 2022
	2023		2022		Change	% Change
Income taxes	$	205.0	$	251.8	(46.8)	(18.6)	%

Income taxes decreased from 2022 to 2023 primarily due to a $190.0 million decrease in our pre-tax income compared to the prior year. Our effective tax rate was 25.4% during the six months ended June 30, 2023, compared to 25.3% during

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the six months ended June 30, 2022, primarily due to fluctuations in our geographic pre-tax income mix and an increase to the U.K. corporate tax rate.

Liquidity and Capital Resources

Our cash requirements are primarily for working capital, inventory financing, the acquisition of new businesses, the improvement and expansion of existing facilities, the purchase or construction of new facilities, debt service and repayments, dividends, and potential repurchases of our outstanding securities under the program discussed below. Historically, these cash requirements have been met through cash flow from operations, borrowings under our credit agreements and floor plan arrangements, the issuance of debt securities, sale-leaseback transactions, real estate financings, and dividends and distributions from joint venture investments.

We have historically expanded our operations through organic growth and the acquisition of dealerships and other businesses. We believe that cash flow from operations, dividends and distributions from PTS and our joint venture investments, and our existing capital resources, including the liquidity provided by our credit agreements and floor plan financing arrangements, will be sufficient to fund our existing operations and current commitments for at least the next twelve months. In the event that economic conditions are more severely impacted than we expect due to geo-political conditions, any pandemic or vehicle shortages resulting from supply chain difficulties, we pursue significant acquisitions or other expansion opportunities, pursue significant repurchases of our outstanding securities, or refinance or repay existing debt, we may need to raise additional capital either through the public or private issuance of equity or debt securities or through additional borrowings, which sources of funds may not necessarily be available on terms acceptable to us, if at all. In addition, our liquidity could be negatively impacted in the event we fail to comply with the covenants under our various financing and operating agreements or in the event our floor plan financing is withdrawn. Future events, including acquisitions, divestitures, new or revised operating lease agreements, borrowings or repayments under our credit agreements and our floor plan arrangements, raising capital, and purchases or refinancing of our securities, may also impact our liquidity.

We expect that scheduled payments of our debt instruments will be funded through cash flows from operations or borrowings under our credit agreements. In the case of payments upon the maturity or termination dates of our debt instruments, we currently expect to be able to refinance such instruments in the normal course of business or otherwise fund them from cash flows from operations or borrowings under our credit agreements. Refer to the disclosures provided in Part I, Item 1, Note 9 of the Notes to our Consolidated Financial Statements set forth below for a detailed description of our long-term debt obligations and scheduled interest payments.

Floor plan notes payable are revolving inventory-secured financing arrangements. Refer to the disclosures provided in Part I, Item 1, Note 7 of the Notes to our Consolidated Financial Statements for a detailed description of financing for the vehicles we purchase, including discussion of our floor plan and other revolving arrangements.

Refer to the disclosures provided in Part I, Item 1, Note 10 of the Notes to our Consolidated Financial Statements for a description of our off-balance sheet arrangements which includes a repurchase commitment related to our floor plan credit agreement with Mercedes-Benz Financial Services Australia and Mercedes-Benz Financial Services New Zealand.

As of June 30, 2023, we had $119.6 million of cash available to fund our operations and capital commitments. In addition, we had $1.2 billion, £200.0 million ($254.0 million), CAD $79.6 million ($60.0 million), AU $38.8 million ($25.9 million), and $74.4 million available for borrowing under our U.S. credit agreement, U.K. credit agreement, Canada credit agreement, Australia credit agreement, and the revolving mortgage facility through Toyota Motor Credit Corporation, respectively.

Securities Repurchases

From time to time, our Board of Directors has authorized securities repurchase programs pursuant to which we may, as market conditions warrant, purchase our outstanding common stock or debt on the open market, in privately negotiated transactions, via a tender offer, through a pre-arranged trading plan, pursuant to the terms of an accelerated share repurchase program, or by other means. We have historically implemented pre-arranged trading plans as part of our securities repurchase programs. These plans authorize share repurchases based on parameters outlined in the specific plan during periods when we otherwise would not trade in our securities, such as the period approaching the end of a quarter through our public announcement of earnings. We have historically funded any such repurchases using cash flow from operations, borrowings under our U.S. credit agreement, and borrowings under our U.S. floor plan arrangements. The decision to make repurchases will be based on factors such as general economic and industry conditions, the market price of the relevant security versus our view of its intrinsic value, the potential impact of such repurchases on our capital

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structure, and our consideration of any alternative uses of our capital, such as for acquisitions, dividends, the repayment of our existing indebtedness, and strategic investments in our current businesses, in addition to any then-existing limits imposed by our finance agreements and securities trading policy. In May 2023, our Board of Directors increased the authority delegated to management to repurchase our outstanding securities by $250 million, of which $246.3 million of authority remained outstanding and available for repurchases as of June 30, 2023. This authority has no expiration. Refer to the disclosures provided in Part I, Item 1, Note 11 of the Notes to our Consolidated Condensed Financial Statements for a summary of shares repurchased during the six months ended June 30, 2023.

Securities Trading Policy and Individual Rule 10b5-1 Trading Plans

Our securities trading policy applies to all of our directors, officers, and employees and restricts trading in our securities while in possession of material nonpublic information. The policy prohibits our directors, officers, employees, and their designees from engaging in hedging, short sales, and other trading techniques that offset any decrease in market value of our equity securities without the approval of our General Counsel, and no such approvals were granted in the past quarter. Our policy also provides for an approval procedure for corporate management and senior field management prior to any trading activity, requires advance approval of any securities trading plan under SEC Rule 10b5-1, or otherwise, and limits trading during designated “blackout” periods. These management personnel must request pre-approval and affirm they are not in possession of any material non-public information at that time. Approval for any individual trade will only be granted in an open trading window period, and once approved, the recipient has three business days to effect a trade or must reinitiate the pre-approval procedure. Approval of any securities trading plan is also subject to these limits, as well as approval of our General Counsel who will confirm all legal requirements of such plan, including any applicable waiting periods, before implementation of such plan is included. No officers or directors implemented Rule 10b5-1 trading plans in the past quarter.

Dividends

We paid the following cash dividends on our common stock in 2022 and 2023:

Per Share Dividends


2022

First Quarter	$	0.47
Second Quarter	$	0.50
Third Quarter	$	0.53
Fourth Quarter	$	0.57


2023

First Quarter	$	0.61
Second Quarter	$	0.66

We also announced a cash dividend of $0.72 per share, payable on September 1, 2023 to stockholders of record on August 10, 2023. While future quarterly or other cash dividends will depend upon a variety of factors considered relevant by our Board of Directors, which may include our expectations regarding the severity and duration of vehicle production issues, the rate of inflation, including its impact on vehicle affordability, earnings, cash flow, capital requirements, restrictions relating to any then-existing indebtedness, financial condition, alternative uses of capital, and other factors, we currently expect to continue to pay comparable dividends in the future.

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Long-Term Debt Obligations

As of June 30, 2023, we had the following long-term debt obligations outstanding:


(In millions)	June 30, 2023
U.S. credit agreement — revolving credit line	$	—
U.K. credit agreement — revolving credit line	—

3.50% senior subordinated notes due 2025	546.9
3.75% senior subordinated notes due 2029	495.4
Canada credit agreement	53.2


Australia credit agreement	24.1
Mortgage facilities	585.6
Other	38.5
Total long-term debt	$	1,743.7

As of June 30, 2023, we were in compliance with all covenants under our credit agreements, and we believe we will remain in compliance with such covenants for the next twelve months. Refer to the disclosures provided in Part I, Item 1, Note 9 of the Notes to our Consolidated Condensed Financial Statements for a detailed description of our long-term debt obligations.

Short-Term Borrowings

We have six principal sources of short-term borrowings: the revolving portion of the U.S. credit agreement, the revolving portion of the U.K. credit agreement, our Canada credit agreement, our Australia credit agreement, the revolving mortgage facility through Toyota Motor Credit Corporation, and the floor plan agreements that we utilize to finance our vehicle inventories. We are also able to access availability under the floor plan agreements to fund our cash needs.

During the six months ended June 30, 2023, outstanding revolving commitments varied between $0.0 million and $393.0 million under the U.S. credit agreement, between £0.0 million and £42.0 million ($0.0 million and $53.3 million) under the U.K. credit agreement's revolving credit line, between CAD $0.0 million and CAD $85.0 million ($0.0 million and $64.2 million) under the Canada credit agreement, between AU $30.7 million and AU $61.2 million ($20.4 million and $40.8 million) under the Australia credit agreement, and between $109.1 million and $251.8 million under the revolving mortgage facility through Toyota Motor Credit Corporation. The amounts outstanding under our floor plan agreements varied based on the timing of the receipt and expenditure of cash in our operations, driven principally by the levels of our vehicle inventories.

PTS Dividends

We hold a 28.9% ownership interest in PTS as noted above. Their partnership agreement requires PTS, subject to applicable law and the terms of its credit agreements, to make quarterly distributions to the partners with respect to each fiscal year by no later than 45 days after the end of each of the first three quarters of the year and by April 15 of the following year. PTS' partnership agreement and certain of its debt agreements allow partner distributions only as long as it is not in default under those agreements and the amount it pays does not exceed 50% of its consolidated net income, unless its debt-to-equity ratio is less than 3.0 to 1.0, in which case its distributions may not exceed 80% of its consolidated net income. We receive pro rata cash distributions relating to this investment, typically in April, May, August, and November of each year. During the six months ended June 30, 2023, and 2022, we received $90.1 million and $104.9 million, respectively, of pro rata cash distributions relating to this investment. We currently expect to continue to receive future distributions from PTS quarterly, subject to its financial performance. In August 2023, PTS expects to make a cash distribution of $127 million to its partners with respect to the second quarter of 2023, of which we would expect to receive $36.7 million.

Sale/Leaseback Arrangements

We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds that vary from period to period.

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Operating Leases

We estimate the total rent obligations under our operating leases, including any extension periods that we are reasonably certain to exercise at our discretion and assuming constant consumer price indices, to be $5.2 billion. As of June 30, 2023, we were in compliance with all financial covenants under these leases consisting principally of leases for dealership and other properties, and we believe we will remain in compliance with such covenants for the next twelve months. Refer to the disclosures provided in Part I, Item 1, Note 3 and Note 10 of the Notes to our Consolidated Condensed Financial Statements for a description of our operating leases.

Supplemental Guarantor Financial Information

The following is a description of the terms and conditions of the guarantees with respect to senior subordinated notes of Penske Automotive Group, Inc. ("PAG") as the issuer of the 3.50% Notes and the 3.75% Notes (collectively the "Senior Subordinated Notes").

Each of the Senior Subordinated Notes are unsecured, senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our 100% owned U.S. subsidiaries ("Guarantor subsidiaries"). Each of the Senior Subordinated Notes also contain customary negative covenants and events of default. If we experience certain "change of control" events specified in their respective indentures, holders of these Senior Subordinated Notes will have the option to require us to purchase for cash all or a portion of their Senior Subordinated Notes at a price equal to 101% of the principal amount of the Senior Subordinated Notes, plus accrued and unpaid interest. In addition, if we make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, we will be required to use the proceeds of such asset sales to make an offer to purchase the Senior Subordinated Notes at a price equal to 100% of the principal amount of the Senior Subordinated Notes, plus accrued and unpaid interest.

Guarantor subsidiaries are directly or indirectly 100% owned by PAG, and the guarantees are full and unconditional and joint and several. The guarantees may be released under certain circumstances upon resale or transfer by us of the stock of the related guarantor or all or substantially all of the assets of the guarantor to a non-affiliate. Non-wholly owned and foreign subsidiaries of PAG do not guarantee the Senior Subordinated Notes ("Non-Guarantor subsidiaries"). The following tables present summarized financial information for PAG and the Guarantor subsidiaries on a combined basis. The financial information of PAG and Guarantor subsidiaries is presented on a combined basis; intercompany balances and transactions between PAG and Guarantor subsidiaries have been eliminated; PAG's or Guarantor subsidiaries' amounts due from, amounts due to, and transactions with non-issuer and Non-Guarantor subsidiaries and related parties are disclosed separately.

Condensed income statement information:


	PAG and Guarantor Subsidiaries
	Six Months Ended June 30, 2023		Twelve Months Ended December 31, 2022
Revenues	$	8,054.4	$	16,093.8
Gross profit	1,485.5		3,003.6
Equity in earnings of affiliates	154.1		490.0

Net income	426.0		1,081.7
Net income attributable to Penske Automotive Group	426.0		1,081.7

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Condensed balance sheet information:


	PAG and Guarantor Subsidiaries
	June 30, 2023		December 31, 2022
Current assets (1)	$	2,666.4	$	2,600.2
Property and equipment, net	1,385.7		1,342.8
Equity method investments	1,663.0		1,593.5
Other noncurrent assets	3,587.7		3,603.3
Current liabilities	2,079.6		2,147.5
Noncurrent liabilities	4,086.5		3,993.9

__________

(1)Includes $526.7 million and $555.5 million as of June 30, 2023, and December 31, 2022, respectively, due from Non-Guarantor subsidiaries.

During the six months ended June 30, 2023, PAG received $136.3 million from Non-Guarantor subsidiaries. During the twelve months ended December 31, 2022, PAG received $77.9 million from Non-Guarantor subsidiaries.

Cash Flows

The following table summarizes the changes in our cash provided by (used in) operating, investing, and financing activities. The major components of these changes are discussed below.


	Six Months Ended June 30,
(In millions)	2023		2022
Net cash provided by operating activities	$	604.5	$	879.2
Net cash used in investing activities	(261.4)		(357.0)
Net cash used in financing activities	(329.6)		(459.0)

Effect of exchange rate changes on cash and cash equivalents	(0.4)		(9.0)
Net change in cash and cash equivalents	$	13.1	$	54.2

Cash Flows from Operating Activities

Cash flows from operating activities include net income, as adjusted for non-cash items and the effects of changes in working capital.

We finance substantially all of the commercial vehicles we purchase for distribution, new vehicles for retail sale (however, see Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, "Overview" for a discussion of the agency model of distribution), and a portion of our used vehicle inventories for retail sale under floor plan and other revolving arrangements with various lenders, including the captive finance companies associated with automotive manufacturers. We retain the right to select which, if any, financing source to utilize in connection with the procurement of vehicle inventories. Many vehicle manufacturers provide vehicle financing for the dealers representing their brands; however, it is not a requirement that we utilize this financing. Historically, our floor plan finance source has been based on aggregate pricing considerations.

In accordance with generally accepted accounting principles relating to the statement of cash flows, we report all cash flows arising in connection with floor plan notes payable with the manufacturer of a particular new vehicle as an operating activity in our statement of cash flows, and we report all cash flows arising in connection with floor plan notes payable to a party other than the manufacturer of a particular new vehicle, all floor plan notes payable relating to pre-owned vehicles, and all floor plan notes payable related to our commercial vehicles in Australia and New Zealand as a financing activity in our statement of cash flows. Currently, the majority of our non-trade vehicle financing is with other manufacturer captive lenders. To date, we have not experienced any material limitation with respect to the amount or availability of financing from any institution providing us with vehicle financing.

We believe that changes in aggregate floor plan liabilities are typically linked to changes in vehicle inventory and therefore, are an integral part of understanding changes in our working capital and operating cash flow. As a result, we prepare the following reconciliation to highlight our operating cash flows with all changes in vehicle floor plan being

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classified as an operating activity for informational purposes:


	Six Months Ended June 30,
(In millions)	2023		2022
Net cash provided by operating activities as reported	$	604.5	$	879.2
Floor plan notes payable — non-trade as reported	(2.4)		(115.6)
Net cash provided by operating activities including all floor plan notes payable	$	602.1	$	763.6

Cash Flows from Investing Activities

Cash flows from investing activities consist primarily of cash used for capital expenditures, proceeds from the sale of property and equipment, and net expenditures for acquisitions and other investments. Capital expenditures were $185.5 million and $138.1 million during the six months ended June 30, 2023 and 2022, respectively. Capital expenditures relate primarily to improvements to our existing dealership facilities, the construction of new facilities, the acquisition of the property or buildings associated with existing leased facilities, and the acquisition of land for future development. We currently expect to finance our capital expenditures with operating cash flows or borrowings under our credit agreements. Proceeds from the sale of property and equipment were $9.9 million and $11.4 million during the six months ended June 30, 2023 and 2022, respectively. Cash used in acquisitions and other investments, net of cash acquired, was $80.5 million and $225.9 million during the six months ended June 30, 2023 and 2022, and included cash used to repay sellers' floor plan liabilities in such business acquisitions of $21.3 million and $51.3 million, respectively.

Cash Flows from Financing Activities

Cash flows from financing activities include net borrowings of debt, net repayments of floor plan notes payable non-trade, repurchases of common stock, dividends, and payments for debt issuance costs.

We had net borrowings of debt of $112.6 million and $23.8 million during the six months ended June 30, 2023 and 2022, respectively. We had net repayments of floor plan notes payable non-trade of $2.4 million and $115.6 million during the six months ended June 30, 2023 and 2022, respectively. We repurchased 2.4 million and 2.7 million shares of common stock under our securities repurchase program for $328.1 million and $275.4 million during the six months ended June 30, 2023 and 2022, respectively. We acquired 0.16 million and 0.15 million shares from employees in connection with a net share settlement feature of employee equity awards for $22.4 million and $17.2 million during the six months ended June 30, 2023, and 2022, respectively. We also paid cash dividends to our stockholders of $87.2 million and $74.4 million during the six months ended June 30, 2023 and 2022, respectively. We made payments for debt issuance costs of $2.0 million and $0.1 million during the six months ended June 30, 2023, and 2022, respectively.

Related Party Transactions

Stockholders Agreement

Several of our directors and officers are affiliated with Penske Corporation or related entities. Roger Penske, our Chair of the Board and Chief Executive Officer, is also Chair of the Board and Chief Executive Officer of Penske Corporation and through entities affiliated with Penske Corporation is our largest stockholder owning approximately 52.2% of our outstanding common stock. Mitsui & Co., Ltd. and Mitsui & Co. (USA), Inc. (collectively, "Mitsui") own approximately 19.8% of our outstanding common stock. Mitsui, Penske Corporation and Penske Automotive Holdings Corp. (together with Penske Corporation, the "Penske companies") are parties to a stockholders agreement which expires March 26, 2030. Pursuant to the stockholders agreement, the Penske companies agreed to vote their shares for two directors who are representatives of Mitsui as long as Mitsui owns in excess of 20% of our outstanding common stock, and for one director as long as Mitsui owns in excess of 10% of our outstanding common stock. Mitsui agreed to vote its shares for up to fourteen directors voted for by the Penske companies.

Other Related Party Interests and Transactions

Robert Kurnick, Jr., our President and a director, is also the Vice Chair and a director of Penske Corporation. Bud Denker, our Executive Vice President, Human Resources, is also the President of Penske Corporation. Greg Penske, the Vice Chair of our Board of Directors, is the son of our Chair and is also a director of Penske Corporation. Michael Eisenson, one of our directors, is also a director of Penske Corporation. Kota Odagiri, one of our directors, is also an employee of Mitsui & Co.

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We sometimes pay to and/or receive fees from Penske Corporation, its subsidiaries, and its affiliates for services rendered in the ordinary course of business or to reimburse payments made to third parties on each other's behalf. These transactions are reviewed periodically by our Audit Committee and reflect the provider's cost or an amount mutually agreed upon by both parties.

We own a 28.9% interest in PTS. PTS, discussed previously, is owned 41.1% by Penske Corporation, 28.9% by us, and 30.0% by Mitsui. The PTS partnership agreement, among other things, provides us with specified partner distribution and governance rights and restricts our ability to transfer our interest. The partnership has an eleven-member Advisory Board. We have the right to appoint one Advisory Board member and appointed Robert H. Kurnick, Jr., our President. Lisa Davis and Michael Eisenson, our directors, are also members of the Advisory Board. We have the right to pro rata quarterly distributions equal to at least 50% of PTS' consolidated net income, as well as specified minority rights which require our and/or Mitsui's consent for certain actions taken by PTS as specified in the PTS partnership agreement.

Joint Venture Relationships

From time to time, we enter into joint venture relationships in the ordinary course of business, pursuant to which we own and operate automotive dealerships together with other investors. We may also provide these dealerships with working capital and other debt financing at costs that are based on our incremental borrowing rate. As of June 30, 2023, our automotive joint venture relationships were as follows:

Location

Dealerships

Ownership Interest

Fairfield, Connecticut

Audi, Mercedes-Benz, Sprinter, Porsche

80.00% (A)

Greenwich, Connecticut

Mercedes-Benz

80.00% (A)

Northern Italy

BMW, MINI, Maserati, Porsche, Audi, Jaguar, Land Rover, Volvo, Mercedes-Benz, smart, Lamborghini

84.10% (A)

Frankfurt, Germany

Lexus, Toyota, Volkswagen

50.00% (B)

Barcelona, Spain

BMW, MINI

50.00% (B)

__________________

(A) Entity is consolidated in our financial statements.

(B) Entity is accounted for using the equity method of accounting.

Additionally, we are party to non-automotive joint ventures representing our investments in PTS (28.9%) and Penske Commercial Leasing Australia (28%) that are accounted for under the equity method.

Cyclicality

Unit sales of motor vehicles, particularly new vehicles, have been cyclical historically, fluctuating with general economic cycles. During economic downturns, the automotive and truck retailing industries tend to experience periods of decline and recession similar to those experienced by the general economy. We believe that these industries are influenced by general economic conditions and particularly, by consumer confidence, the level of personal discretionary spending, the rate of inflation, including its impact on vehicle affordability, fuel prices, interest rates, and credit availability.

Our business is dependent on a number of factors, including general economic conditions, the availability of vehicle inventory, fuel prices, the rate of inflation, including its impact on vehicle affordability, interest rate fluctuations, credit availability, labor availability, environmental and other government regulations, and customer business cycles. U.S. light vehicle sales have ranged from a low of 10.4 million units in 2009 to a high of 17.5 million units in 2016. Unit sales of new commercial vehicles have historically been subject to substantial cyclical variation based on these general economic conditions. According to data published by ACT Research, in recent years, total U.S. retail sales of new Class 8 commercial vehicles have ranged from a low of approximately 97,000 in 2009 to a high of approximately 334,000 in 2019. Through geographic diversification, concentration on higher margin regular service and parts revenues, and diversification of our customer base, we have attempted to reduce the negative impact of adverse general economic conditions or cyclical trends affecting any one industry or geographic area on our earnings.

Seasonality

Retail Automotive Dealership. Our business is modestly seasonal overall. Our U.S. operations generally experience higher volumes of vehicle sales in the second and third quarters of each year due in part to consumer buying trends and the introduction of new vehicle models. Also, vehicle demand, and to a lesser extent demand for service and parts, is generally

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lower during the winter months than in other seasons, particularly in regions of the U.S. where dealerships may be subject to severe winters. Our U.K. operations generally experience higher volumes of new vehicle sales in the first and third quarters of each year, due primarily to new vehicle registration practices in the U.K.

Inflation

Many of the markets in which we operate are experiencing higher rates of inflation when compared to prior years. Inflation affects the price of vehicles, the price of parts, the rate of pay of our employees, consumer credit availability, and consumer demand. During 2022, used vehicle prices in particular experienced periods of high rates of inflation. Higher rates of inflation may adversely affect consumer demand and increase our costs, which may materially and adversely affect us.

Forward-Looking Statements

Certain statements and information set forth herein, as well as other written or oral statements made from time to time by us or by our authorized officers on our behalf, constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "goal," "plan," "seek," "project," "continue," "will," "would," and variations of such words and similar expressions are intended to identify such forward-looking statements. We intend for our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we set forth this statement in order to comply with such safe harbor provisions. You should note that our forward-looking statements speak only as of the date of this report or when made, and we undertake no duty or obligation to update or revise our forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements include, without limitation, statements with respect to:

•the impact of macro-economic and geo-political conditions and events, including their impact on new and used vehicle sales, availability of consumer credit, changes in consumer demand, consumer confidence levels, fuel prices, the rate of inflation, personal discretionary spending levels, consumer credit availability, interest rates, and unemployment rates;

•our future financial and operating performance;

•future dealership openings, acquisitions, and dispositions;

•future potential capital expenditures and securities repurchases;

•our ability to realize cost savings and synergies;

•our ability to respond to economic cycles;

•trends and sales levels in the automotive retail industry, commercial vehicles industries, and in the general economy in the various countries in which we operate;

•our expectations regarding any pandemic and the resolution of vehicle production issues;

•the rate of adoption of electric vehicles and their effect on our business;

•our ability to access the remaining availability under our credit agreements;

•our liquidity;

•the performance of our joint ventures, including PTS;

•future foreign currency exchange rates;

•the outcome of various regulatory matters and legal proceedings;

•results of self-insurance plans;

•trends affecting the automotive or trucking industries generally, such as changes to an agency model of distribution in the U.K. and other European countries, and our future financial condition or results of operations; and

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•our business strategy.

Forward-looking statements involve known and unknown risks and uncertainties and are not assurances of future performance. Actual results may differ materially from anticipated results due to a variety of factors, including the factors identified in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, and our other periodic reports filed with the Securities and Exchange Commission. Important factors that could cause actual results to differ materially from our expectations include the following:

•our business and the automotive retail and commercial vehicles industries in general are susceptible to adverse economic and geo-political conditions, including changes in interest rates, foreign currency exchange rates, customer demand, customer confidence, the rate of inflation, including its impact on vehicle affordability, fuel prices, unemployment rates and credit availability;

•we depend on the success, popularity and availability of the brands we sell, and adverse conditions affecting one or more of these vehicle manufacturers, including the adverse impact on the vehicle and parts supply chain 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 that interrupt the supply of vehicles and parts to us may negatively impact our revenues and profitability;

•the number of new and used vehicles sold in our markets, which impacts our ability to generate new and used vehicle gross profit and future service and parts operations;

•the effect on our businesses of the changing retail environment due to certain manufacturers selling direct to consumers outside the franchise system, changes to an agency model of distribution in the U.K. and other European countries which will reduce reported revenues, reduce SG&A expenses, and reduce floor plan interest expense (although other impacts to our results of operations remain uncertain), and the growing number of electric vehicles;

•the effect on our businesses of mobility technologies, such as Uber and Lyft, and the eventual availability of driverless vehicles;

•vehicle manufacturers exercise significant control over our operations, and we depend on them and the continuation of our franchise and distribution agreements in order to operate our business;

•we are subject to the risk that a substantial number of our new or used inventory may be unavailable due to inventory shortages, recalls, or other reasons;

•the success of our commercial vehicle distribution operations and engine and power systems distribution operations depends upon continued availability of the vehicles, engines, power systems, and other parts we distribute, demand for those vehicles, engines, power systems, and parts and general economic conditions in those markets;

•a restructuring of any significant vehicle manufacturer or supplier;

•our operations may be affected by severe weather or other periodic business interruptions;

•with respect to PTS, changes in the financial health of its customers, compliance costs, labor strikes or work stoppages with respect to its employees, a reduction in PTS' asset utilization rates, continued availability from truck manufacturers and suppliers of vehicles and parts for its fleet, potential decreases in the resale value of used vehicles which may affect PTS' ability to sell its used vehicles after the expiration of its customers' leases or at the end of its holding period for rental vehicles, which may affect PTS' profitability, compliance costs in regard to its trucking fleet and truck drivers, its ability to retain qualified drivers and technicians, risks associated with its participation in multi-employer pension plans, conditions in the capital markets to assure PTS' continued availability of capital to purchase trucks, the effect of changes in lease accounting rules on PTS customers' purchase/lease decisions, industry competition, new or enhanced regulatory requirements, emissions standards, vehicle mandates, changes in consumer sentiment regarding the transportation industry, and vulnerabilities with respect to its centralized information systems, each of which could impact distributions to us;

•we have substantial risk of loss not covered by insurance;

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•we may not be able to satisfy our capital requirements for acquisitions, facility renovation projects, financing the purchase of our inventory, or refinancing of our debt when it becomes due;

•our level of indebtedness and cash required for lease obligations may limit our ability to obtain financing generally and may require that a significant portion of our cash flow be used for debt service;

•non-compliance with the financial ratios and other covenants under our credit agreements and operating leases;

•higher interest rates may significantly increase our variable rate interest costs and because many customers finance their vehicle purchases, adversely impact vehicle affordability, and decrease vehicle sales;

•our operations outside of the U.S. subject our profitability to fluctuations relating to changes in foreign currency values;

•we are dependent on continued security and availability of our information technology systems, which systems are increasingly threatened by ransomware and other cyber-attacks, and we may be subject to significant litigation, fines, penalties, and other costs under applicable privacy laws and regulations if we do not maintain our confidential customer and employee information properly;

•if we lose key personnel, especially our Chief Executive Officer, or are unable to attract additional qualified personnel;

•new or enhanced regulations in both our domestic and international markets relating to automobile dealerships and vehicle sales, including those enacted in certain European countries, Washington, California, Massachusetts, Maryland, New Jersey, and New York banning or taking actions to ban the sale of new vehicles with gasoline engines (with regulations in Europe proposed to start as early as 2025, and California requiring 35% of all new consumer vehicles to be emission free in 2026, 68% to be emission free by 2030, and 100% to be emission free by 2035, with some allowances for plug-in hybrid vehicles);

•new or enhanced regulations, including those related to emissions standards, or changes in consumer sentiment relating to commercial truck sales that may hinder our or PTS' ability to maintain, acquire, sell, or operate trucks;

•increased tariffs, import product restrictions, and foreign trade risks that may impair our ability to sell foreign vehicles profitably;

•changes in tax, financial or regulatory rules, or requirements, including new regulations proposed by the Federal Trade Commission for automotive dealers that would change industry-accepted practices with regard to sales and advertising, require an extensive series of oral and written disclosures to consumers in regard to the sale price of vehicles, credit terms, and voluntary protection products, mandate the posting of certain pricing and other information on dealer websites, and impose burdensome recordkeeping requirements that, if adopted as proposed, may lead to additional transaction times for the sale of vehicles, complicate the transaction process, and decrease customer satisfaction and enhance compliance risk, among other effects;

•we could be subject to legal and administrative proceedings which, if the outcomes are adverse to us, could have a material adverse effect on our business;

•if state dealer laws in the U.S. are repealed or weakened or new manufacturers such as those selling electric vehicles are able to conduct significant vehicle sales outside of the franchised automotive system, our automotive dealerships may be subject to increased competition and may be more susceptible to termination, non-renewal, or renegotiation of their franchise agreements;

•we are subject to a wide range of environmental laws and regulations governing the use, generation, and disposal of materials used in our ordinary course of operations, and we face potentially significant costs relating to claims, penalties, and remediation efforts in the event of non-compliance with existing and future laws and regulations which may become more stringent in the face of climate change;

•some of our directors and officers may have conflicts of interest with respect to certain related party transactions and other business interests; and

•shares of our common stock eligible for future sale may cause the market price of our common stock to drop significantly, even if our business is doing well.

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We urge you to carefully consider these risk factors and further information identified in our Annual Report on Form 10-K for the year ended December 31, 2022, Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, and our other periodic reports filed with the Securities and Exchange Commission in evaluating all forward-looking statements regarding our business. Readers of this report are cautioned not to place undue reliance on the forward-looking statements contained in this report. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Except to the extent required by the federal securities laws and the Securities and Exchange Commission's rules and regulations, we have no intention or obligation to update publicly any forward-looking statements whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rates. We are exposed to market risk from changes in the interest rates on a significant portion of our outstanding debt. Outstanding revolving balances under our credit agreements bear interest at variable rates based on a margin over the prime rate, SOFR, SONIA, the Bank of England Base Rate, the Canadian Prime Rate, the Tokyo Interbank Offered Rate, or the Australian Bank Bill Swap Rate. Based on an average of the aggregate amounts outstanding under these facilities during the six months ended June 30, 2023, a 100-basis-point change in interest rates would result in an approximate $4.9 million change to our annual other interest expense.

Similarly, amounts outstanding under floor plan financing arrangements bear interest at a variable rate based on a margin over the prime rate, SOFR, SONIA, the Bank of England Base Rate, the Finance House Base Rate, the Euro Interbank Offered Rate, the Canadian Prime Rate, the Australian Bank Bill Swap Rate, or the New Zealand Bank Bill Benchmark Rate. Based on an average of the aggregate amounts outstanding under our floor plan financing arrangements subject to variable interest payments during the six months ended June 30, 2023, a 100-basis-point change in interest rates would result in an approximate $28.1 million change to our annual floor plan interest expense.

We evaluate our exposure to interest rate fluctuations and follow established policies and procedures to implement strategies designed to manage the amount of variable rate indebtedness outstanding at any point in time in an effort to mitigate the effect of interest rate fluctuations on our earnings and cash flows. These policies include:

•the maintenance of our overall debt portfolio with fixed and variable rate components;

•the use of authorized derivative instruments;

•the prohibition of using derivatives for trading or other speculative purposes; and

•the prohibition of highly leveraged derivatives, derivatives which we are unable to reliably value, or derivatives which we are unable to obtain a market quotation.

Interest rate fluctuations affect the fair market value of our fixed rate debt, including our swaps, mortgages, and certain seller financed promissory notes but with respect to such fixed rate debt instruments, do not impact our earnings or cash flows.

Foreign Currency Exchange Rates. As of June 30, 2023, we had consolidated operations in the U.K., Germany, Italy, Japan, Canada, Australia, and New Zealand. In each of these markets, the local currency is the functional currency. In the event we change our intent with respect to the investment in any of our international operations, we would expect to implement strategies designed to manage those risks in an effort to mitigate the effect of foreign currency fluctuations on our earnings and cash flows. A ten percent change in average exchange rates versus the U.S. Dollar would have resulted in an approximate $638.2 million change to our revenues for the six months ended June 30, 2023.

We purchase certain of our new vehicles, parts, and other products from non-U.S. manufacturers. Although we purchase the majority of our inventories in the local functional currency, our business is subject to certain risks, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, changes in tax and tariff rates, other regulations and restrictions, and foreign currency exchange rate volatility, which may influence such manufacturers' ability to provide their products at competitive prices in the local jurisdictions. Our future results could be materially and adversely impacted by changes in these or other factors.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including the principal executive and financial officers, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined

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in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including our principal executive and financial officers, to allow timely discussions regarding required disclosure.

Based upon this evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, we maintain internal controls designed to provide us with the information required for accounting and financial reporting purposes. There were no changes in our internal control over financial reporting that occurred during the most recent quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in litigation which may relate to claims brought by governmental authorities, customers, vendors, or employees, including class action claims and purported class action claims. We are not a party to any legal proceedings, including class action lawsuits, that individually or in the aggregate are reasonably expected to have a material effect on us. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2023, we repurchased 1,551,058 shares of our common stock for $217.8 million, or an average of $140.44 per share, under our securities repurchase program approved by our Board of Directors. During the six months ended June 30, 2023, we repurchased 2,441,385 shares of our outstanding common stock for $328.0 million, or an average of $134.36 per share, under this program. In May 2023, our Board of Directors delegated to management an additional $250 million in authority to repurchase our outstanding securities, of which $246.3 million remained outstanding and available for repurchases as of June 30, 2023. During the six months ended June 30, 2023, we also acquired 162,174 shares of our common stock for $22.4 million, or an average of $138.43 per share, from employees in connection with a net share settlement feature of employee equity awards.


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Program (in millions)
April 1 to April 30, 2023	—		$	—	—	$214.1
May 1 to May 31, 2023	1,379,092		$	140.11	1,379,092	$270.9
June 1 to June 30, 2023	334,140	(1)	$	140.81	171,966	$246.3
	1,713,232				1,551,058

(1) Includes 162,174 shares acquired from employees in connection with a net share settlement feature of employee equity awards

Table of Contents

Item 6. Exhibits

EXHIBIT INDEX


Exhibit No.						Description

3.1						Fourth Amended and Restated Certificate of Incorporation dated May 11, 2023

3.2						Amended and Restated Bylaws dated as of February 16, 2023 (incorporated by reference to exhibit 3.1 to our Form 8-K filed February 17, 2023)

22.1						List of Guarantor Subsidiaries under the Company’s Senior Subordinated Notes

31.1						Rule 13(a)-14(a)/15(d)-14(a) Certification

31.2						Rule 13(a)-14(a)/15(d)-14(a) Certification

32						Section 1350 Certification

101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						XBRL Taxonomy Extension Schema

101.CAL						XBRL Taxonomy Extension Calculation Linkbase

101.DEF						XBRL Taxonomy Extension Definition Linkbase

101.LAB						XBRL Taxonomy Extension Label Linkbase

101.PRE						XBRL Taxonomy Extension Presentation Linkbase

104						Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Table of Contents

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 thereunto duly authorized.


	PENSKE AUTOMOTIVE GROUP, INC.

	By:	/s/ Roger Penske
		Roger Penske
Date: July 27, 2023		Chief Executive Officer

	By:	/s/ Michelle Hulgrave
		Michelle Hulgrave
Date: July 27, 2023		Chief Financial Officer

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

PENSKE AUTOMOTIVE GROUP, INC.

Penske Automotive Group, Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

1.The present name of the Corporation is Penske Automotive Group, Inc. and the original name of the Corporation was EMCO Motor Holdings, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on December 6, 1990.

2.This Fourth Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code.

3.The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

* * * * * *

ARTICLE I NAME

The name of the corporation is: Penske Automotive Group, Inc. (the "Corporation").

ARTICLE II REGISTERED OFFICE AND AGENT

The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation's registered agent at such address is The Corporation Trust Company.

ARTICLE III PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "DGCL").

ARTICLE IV CAPITAL

1. Designation.

The total number of shares of capital stock which the Company shall have the authority to issue is 267,225,000, consisting of: (i) 240,000,000 shares of Voting Common Stock, par value $0.0001 per share (the "Voting Common Stock"); (ii) 7,125,000 shares of Non-Voting Common Stock, par value $0.0001 per share (the "Non-Voting Common Stock"); (iii) 20,000,000 shares of Class C Common Stock, par value $0.0001 per share (the "Class C Common Stock" and collectively with the Voting Common Stock, and the Non-Voting Common Stock, the "Common Stock"); and (iv) 100,000 shares of Preferred Stock, par value $0.0001 per share.

All shares of Common Stock issued and outstanding shall be identical and shall entitle the holders thereof to the same rights and privileges, except as otherwise provided in this Article IV. Holders of shares of Common Stock shall not have preemptive or other rights to subscribe for additional shares of Common Stock or for any other securities of the Corporation.

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the "Board") is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, for

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such consideration (not less than its par value) and with such designations, powers, preferences and relative, participating, optional or other special rights, and such qualifications, limitations or restrictions, as shall be determined by the Board and fixed by resolution or resolutions adopted by the Board providing for the number of shares in each such series.

2. Voting Power of Common Stock.

(a) Except as otherwise required by law, each holder of Voting Common Stock shall be entitled to vote on all matters and shall be entitled to one vote for each share of Voting Common Stock standing in such holder's name on the books of the Corporation determined as of the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken.

(b) Except as provided in this Section 2 or as otherwise required by law, no holder of Non-Voting Common Stock shall be entitled to vote such stock on any matter on which the stockholders of the Corporation shall be entitled to vote, and shares of Non-Voting Common Stock shall not be included in determining the number of shares voting or entitled to vote on any such matters; provided that the holders of Non-Voting Common Stock shall have the right to vote as a separate class on any merger or consolidation of the Corporation with or into another entity or entities, or any recapitalization or reorganization, in which shares of Non-Voting Common Stock would receive or be exchanged for consideration different on a per share basis from consideration received with respect to or in exchange for the shares of Voting Common Stock or would otherwise be treated differently from shares of Voting Common Stock in connection with such transaction, except that shares of Non-Voting Common Stock may, without such a separate class vote, receive or be exchanged for non-voting securities which are otherwise identical on a per share basis in amount and form to the voting securities received with respect to or exchanged for the Voting Common Stock so long as (i) such non-voting securities are convertible into such voting securities on the same terms as the Non-Voting Common Stock is convertible into Voting Common Stock and (ii) all other consideration is equal on a per share basis. Notwithstanding the foregoing, holders of shares of the Non-Voting Common Stock shall be entitled to vote as a separate class on any amendment to this paragraph (b) of this Section 2.

(c) Except as provided in this Section 2 or as otherwise required by law, each holder of Class C Common Stock shall be entitled to one-tenth of one vote for each share of Class C Common Stock standing in such holder's name on the books of the Corporation determined as of the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken, and each share of Class C Common Stock shall be counted as one-tenth of one share in determining the number of shares voting or entitled to vote on any such matters.

(d) Except as otherwise provided in this Section 2 or as otherwise required by law, the holders of shares of Voting Common Stock and Class C Common Stock and, on any matter on which the holders of shares of Non-Voting Common Stock are entitled to vote, the holders of shares of Non-Voting Common Stock, shall vote together as a single class; provided, however, that the holders of shares of Non-Voting Common Stock or Class C Common Stock shall be entitled to vote as a separate class on any amendment, repeal or modification of any provision of this Certificate of Incorporation that adversely affects the powers, preferences or special rights of the holders of the Non-Voting Common Stock or Class C Common Stock, respectively.

3. Certain Provisions relating to Common Stock.

(a) Subject to and upon compliance with the provisions of this Section 3, any Regulated Stockholder (as hereinafter defined) shall be entitled to convert, at any time and from time to time, any or all of the shares of Voting Common Stock held by such stockholder into an equal number of shares of Non-Voting Common Stock.

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(b) Subject to and upon compliance with the provisions of this Section 3, each holder of Non-Voting Common Stock shall be entitled to convert, at any time and from time to time, any or all of the shares of Non-Voting Common Stock held by such stockholder into an equal number of shares of Voting Common Stock; provided, however, that no holder of shares of Non-Voting Common Stock shall be entitled to convert any such shares to the extent that, as a result of such conversion, such holder and its Affiliates (as hereinafter defined), directly or indirectly, would own, control or have the power to vote (i) a greater number of shares of Voting Common Stock or other securities of any kind issued by the Corporation than such holder and its Affiliates shall be permitted to own, control or have power to vote under any law, regulation, rule or other requirement of any governmental authority at the time applicable to such holder or its Affiliates or (ii) with respect to a holder or Affiliate that is subject to regulation under the insurance laws of any jurisdiction, 5% or more of the outstanding voting capital stock of the Corporation and, provided, further, that each holder of Non-Voting Common Stock may convert such shares into Voting Common Stock if such holder reasonably believes that such converted shares will be transferred within fifteen (15) days pursuant to a Conversion Event (as hereinafter defined) and such holder agrees not to vote any such shares of Voting Common Stock prior to such Conversion Event and undertakes to promptly convert such shares back into Non-Voting Common Stock if such shares are not transferred pursuant to a Conversion Event. Each Regulated Stockholder may provide for further restrictions upon the conversion of any shares of Non-Voting Common Stock by providing the Corporation with signed, written instructions specifying such additional restrictions and legending such shares as to the existence of such restrictions.

(c) To exercise its conversion privilege pursuant to this Section 3, a holder of Common Stock shall surrender the certificate or certificates representing the shares of Common Stock being converted (the "Converting Shares") to the Corporation's transfer agent and shall give written notice to the Corporation and its transfer agent that such holder elects to convert the Converting Shares into an equal number of shares of the class into which such shares may be converted (the "Converted Shares"). Such notice shall also state the name or names (with address or addresses) and denominations in which the certificate or certificates for Converted Shares are to be issued. The Corporation shall promptly notify each Regulated Stockholder (that has previously informed the Corporation in writing of its status as a Regulated Stockholder) of its receipt of such notice. The certificate or certificates for Converting Shares shall be accompanied by proper assignment thereof to the Corporation or in blank. The date when such written notice is received by the Corporation's transfer agent, together with the certificate or certificates representing the Converting Shares, shall be the "Conversion Date." As promptly as possible after the Conversion Date, the Corporation shall issue and deliver to the holder of the Converting Shares, or on its written order, such certificate or certificates as it may request for the Converted Shares issuable upon such conversion, and the Corporation shall deliver to the converting holder a certificate (which shall contain such legends as were set forth on the surrendered certificate or certificates) representing any shares which were represented by the certificate or certificates that were delivered to the Corporation in connection with such conversion but which were not converted, provided, however, that if such conversion is subject to part (d) of this Section 3, the Corporation shall not issue such certificate or certificates until the expiration of the Deferral Period (as hereinafter defined) referred to therein. Such conversion, to the extent permitted by the close of business on the Conversion Date, and at such time the rights of the holder of the Converting Shares as such holder shall cease (except that, in the case of a conversion subject to part (d) of this Section 3, the conversion shall be deemed effective upon the expiration of the Deferral Period referred to therein), and the person or persons in whose name or names the certificate or certificates for the Converted Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the Converted Shares. Upon the issuance of shares in accordance with this Section 3, such Converted Shares shall be deemed to be duly authorized, validly issued, fully paid and non-assessable. Notwithstanding any provision of this Section 3 to the contrary, each holder of Non-Voting Common Stock shall be entitled to convert shares of Non-Voting Common Stock in connection with any Conversion Event if such holder reasonably believes that such Conversion Event will be consummated, and a written request for conversion from any holder of Non-Voting Common

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Stock to the Corporation stating such holder’s reasonable belief that a Conversion Event shall occur shall be conclusive and shall obligate the Corporation to effect such conversion in a timely manner so as to enable each such holder to participate in such Conversion Event. The Corporation will not cancel the shares of Non-Voting Common Stock so converted before the 15th day following such Conversion Event and will reserve such shares until such 15th day for reissuance in compliance with the next sentence. If any shares of Non-Voting Common Stock are converted into shares of Voting Common Stock in connection with a Conversion Event and such shares of Voting Common Stock are not actually distributed, disposed of or sold pursuant to such Conversion Event, such shares of Voting Common Stock shall be promptly converted back into the same number of shares of Non-Voting Common Stock.

(d) The Corporation shall not convert or directly or indirectly redeem, purchase or otherwise acquire any shares of Voting Common Stock or any other class of capital stock of the Corporation or take any other action affecting the voting rights of such shares if such action will increase the percentage of any class of outstanding voting securities owned or controlled by any Regulated Stockholder (other than any such stockholder which requested that the Corporation take such action or which otherwise waives in writing its rights under part (d) of this Section 3) unless the Corporation gives written notice (the "Deferral Notice") of such action to each Regulated Stockholder (that has previously informed the Corporation in writing of its status as a Regulated Stockholder). The Corporation shall defer making any such conversion, redemption, purchase or other acquisition, or taking any such other action, for a period of 30 days (the "Deferral Period") after giving the Deferral Notice in order to allow each Regulated Stockholder to determine whether it wishes to convert or take any other action with respect to the Common Stock it owns, controls or has the power to vote, and if any such Regulated Stockholder then elects to convert any shares of Voting Common Stock it shall notify the Corporation in writing within 20 days of the issuance of the Deferral Notice, in which case the Corporation shall (i) defer taking the pending action until the end of the Deferral Period, (ii) promptly notify from

time to time each other Regulated Stockholder of each proposed conversion and the proposed transactions and (iii) effect the conversions requested by all Regulated Stockholders in response to the notices issued pursuant to part (d) of this Section 3 at the end of the Deferral Period.

(e) If the Corporation shall in any manner subdivide (by stock split, stock dividend or otherwise) or combine (by reverse stock split or otherwise) the outstanding shares of the Voting Common Stock, the Non-Voting Common Stock or the Class C Common Stock, the outstanding shares of each other class of Common Stock shall be subdivided or combined, as the case may be, to the same extent, share and share alike, and effective provision shall be made for the protection of the conversion rights hereunder.

If, at any time and from time to time, there shall be a capital reorganization of the Voting Common Stock (other than a change in par value or from par value to no par value or from no par value to par value as a result of any stock dividend or subdivision, split-up or combination of shares) or a merger or consolidation of the Corporation with or into another corporation, or sale of all or substantially all of the Corporation's properties and assets, then, as part of such reorganization, merger, consolidation or sale, provision shall be made so that each holder of any shares of Non-Voting Common Stock shall thereafter be entitled to receive upon conversion of any such shares, so long as the conversion right hereunder with respect to such shares would exist had such event not occurred, the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger, consolidation or sale, to which such holder would have been entitled if such holder had converted such shares immediately prior to such capital reorganization, merger, consolidation or sale. In the event of such a merger, consolidation or sale, effective provision shall be made in the certificate of incorporation of the successor corporation or otherwise for the protection of the conversion rights of the shares of Non-Voting Common Stock that shall be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon conversion of shares of Voting Common Stock into which such Non-Voting Common Stock could have been converted immediately prior to such

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event. The Corporation shall not be a party to any reorganization, merger or consolidation pursuant to which any Regulated Stockholder would be required to take (i) any voting securities which would cause such holder to violate any law, regulation or other requirement of any governmental body applicable to such holder or (ii) any securities convertible into voting securities which if such conversion took place would cause such holder to violate any law, regulation or other requirement of any governmental body applicable to such holder, other than securities which are specifically provided to be convertible only in the event that such conversion may occur without any such violation.

(f) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Voting Common Stock, Non-Voting Common Stock or its treasury shares, solely for the purpose of effecting the conversion of shares of Voting Common Stock and Non-Voting Common Stock, such number of shares of such class as shall from time to time be sufficient to effect the conversion of all then outstanding shares of Voting Common Stock that are entitled to so convert and all then outstanding shares of Non-Voting Common Stock.

(g) The issuance of certificates for shares of any class of Common Stock upon conversion of shares of any other class of Common Stock pursuant to this Section 3 shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Common Stock converted.

(h) “Conversion Event” shall mean (a) any public offering or public sale of securities of the Corporation (including a public offering registered under the Securities Act of 1933 and a public sale pursuant to Rule 144 of the Securities and Exchange Commission or any similar rule then in force), (b) any sale of securities of the Corporation to a person or group of persons (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) if, after such sale, such person or group of persons in the aggregate would own or control securities which possess in the aggregate the ordinary voting power to elect a majority of the Corporation’s directors (provided that such sale has been approved by the Corporation’s Board of Directors or a committee thereof), (c) any sale of securities of the Corporation to a person or group of persons (within the meaning of the 1934 Act) if, after such sale, such person or group of persons in the aggregate would own or control securities of the Corporation (excluding any Non-Voting Common Stock being converted and disposed of in connection with such Conversion Event) which possess in the aggregate the ordinary voting power to elect a majority of the Corporation’s directors, (d) any sale of securities of the Corporation to a person or group of persons (within the meaning of the 1934 Act) if, after such sale, such person or group of persons would not, in the aggregate, own, control or have the right to acquire more than two percent (2%) of the outstanding securities of any class of voting securities of the Corporation, and (e) a merger, consolidation or similar transaction involving the Corporation if, after such transaction, a person or group of persons (within the meaning of the 1934 Act) in the aggregate would own or control securities which possess in the aggregate the ordinary voting power to elect a majority of the surviving corporation’s directors (provided that the transaction has been approved by the Corporation’s Board of Directors or committee thereof).

"Affiliate" shall mean with respect to any person, any other person, directly or indirectly controlling, controlled by or under common control with such person. For the purpose of the above definition, the term "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise.

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"Regulated Stockholder" shall mean (i) any stockholder that is subject to the provisions of Regulation Y of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 225) or any successor to such regulation ("Regulation Y") and to which shares of Common Stock of the Corporation were issued pursuant to the warrants issued to J.P. Morgan Capital Corporation, so long as such stockholder shall hold such shares of Common Stock or shares issued upon conversion(s) of such shares, (ii) any stockholder that is subject to regulation under the New York Insurance Law and to which shares of Common Stock of the Corporation were issued pursuant to the warrants issued to The Equitable Life Assurance Society of the United States, so long as such stockholder shall hold such shares of Common Stock or shares issued upon conversion(s) of such shares, (iii) any Affiliate of any such Regulated Stockholder that is a transferee of any such shares of Common Stock of the Corporation, so long as such Affiliate shall hold, and only with respect to, such shares of Common Stock or shares issued upon conversion of such shares (iv) any person to which such Regulated Stockholder or any of its Affiliates has transferred such shares, so long as such transferee shall hold, and only with respect to, any shares transferred by such stockholder or Affiliates or any shares issued upon conversion of such shares but only if such person (or any Affiliate of such person) is (A) subject to the provisions of Regulation Y or (B) subject to regulation under the insurance laws of any jurisdiction, and (v) International Motor Cars Group II, LLC, Chase Equity Associates, L.P. or any other stockholder (x) that is subject to the provisions of Regulation Y and (y) that holds shares of Common Stock or Preferred Stock of the Corporation.

ARTICLE V BOARD OF DIRECTORS

Except as otherwise provided by law, the number of directors which shall constitute the Board shall be as set forth in the Bylaws of the Corporation. Elections of directors need not be by written ballot. At each annual meeting of stockholders of the Corporation, the directors elected at such meeting shall serve for a one-year term expiring at the next annual meeting of stockholders or until their earlier death, resignation or removal.

ARTICLE VI BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter or repeal Bylaws of the Corporation (except insofar as Bylaws adopted by the stockholders shall otherwise provide).

ARTICLE VII AGREEMENT WITH CREDITORS

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all stockholders or class of stockholders of the Corporation, as the case may be, and also on the Corporation.

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ARTICLE VIII NO STOCKHOLDER ACTION WITHOUT MEETING

Any action required or permitted to be taken at an annual or special meeting of the Corporation's stockholders may be taken only at such duly called annual or special meeting.

ARTICLE IX INDEMNIFICATION

The Corporation shall indemnify to the fullest extent permitted under and in accordance with the laws of the State of Delaware any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that that person is or was a director, officer, trustee, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of or in any other capacity with another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding if that person acted in good faith and in a manner that person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that that person is not entitled to be indemnified by the Corporation as authorized in this Article IX.

The indemnification and other rights set forth in this Article IX shall not be exclusive of any provisions with respect thereto in the Bylaws or any other contract or agreement between the Corporation and any director, officer, trustee, employee or agent of the Corporation.

Neither the amendment nor repeal of this Article IX, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article IX, shall eliminate or reduce the effect of this Article IX in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to this Article IX, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

ARTICLE X ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS AND OFFICERS

To the fullest extent permitted by the DGCL, as the same presently exists or may hereafter be amended, no director or officer shall be personally liable to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director or officer, except for any matter in respect of which (a) such director shall be liable under Section 174 of the DGCL or any amendment thereto or successor provision thereto, (b) such officer shall be liable in any action by or in the right of the Corporation, or (c) such director or officer shall be liable by reason that, in addition to any and all other requirements for liability, that person (A) shall have breached their duty of loyalty to the Corporation or its stockholders, (B) shall not have acted in good faith or, in failing to act, shall not have acted in good faith, (C) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law or (D) shall have derived an improper personal benefit.

Any repeal or modification of this Article X shall not adversely affect any right or protection of a director or officer with respect to any act or omission occurring prior to such repeal or modification. If the DGCL is amended after the date of incorporation to authorize corporate

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action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

ARTICLE XI SEVERABILITY

If any provisions contained in this Certificate of Incorporation shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not invalidate this entire Certificate of Incorporation or any other provisions hereof. Such provision shall be deemed to be modified to the extent necessary to render it valid and enforceable and if no such modification shall render it valid and enforceable, then this Certificate of Incorporation shall be construed as if not containing such provision.

* * * * *

IN WITNESS WHEREOF, said Corporation has caused this Fourth Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct.

Dated: May 11, 2023

PENSKE AUTOMOTIVE GROUP, INC.

By: /s/ Shane M. Spradlin

Shane M. Spradlin

Its: Secretary

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Exhibit 22.1

List of Guarantor Subsidiaries of Penske Automotive Group, Inc.

Penske Automotive Group, Inc. is the issuer of (i) 3.50% senior subordinated notes due 2025 and (ii) 3.75% senior subordinated notes due 2029 (collectively, the “Notes”). The following subsidiaries are guarantors of these Notes as of June 30, 2023:

ATC CHATTANOOGA, LLC

ATC KNOXVILLE, LLC

ATC REALTY INVESTMENTS, LLC

ATC WEST TEXAS, LLC

AUTO MALL PAYROLL SERVICES, INC.

BOWEN REALTY INVESTMENTS, LLC

CARSHOP HOLDINGS, LLC

CARSHOP, LLC

CARSHOP SUPERCENTERS, LLC

CJNS, LLC

CLASSIC AUTO GROUP, INC.

CLASSIC ENTERPRISES, LLC

CLASSIC IMPORTS, INC.

CLASSIC MANAGEMENT COMPANY, INC.

CLASSIC MOTOR SALES, LLC

CLASSIC NISSAN OF TURNERSVILLE, LLC

CLASSIC OLDSMOBILE-PONTIAC-GMC TRUCK, LTD.

CLASSIC SPECIAL ADVERTISING, INC.

CLASSIC SPECIAL AUTOMOTIVE GP, LLC

CLASSIC SPECIAL AUTOMOTIVE, LTD.

CLASSIC SPECIAL HYUNDAI, LTD.

CLASSIC SPECIAL, LLC

CLASSIC TURNERSVILLE, INC.

D. YOUNG CHEVROLET, LLC

DAN YOUNG CHEVROLET, INC.

DAN YOUNG MOTORS, LLC

DANBURY AUTO PARTNERSHIP

DEALER ACCESSORIES, LLC

DIFEO NISSAN PARTNERSHIP

DIFEO PARTNERSHIP, LLC

DIFEO TENAFLY PARTNERSHIP

ECARSHOP, LLC

EUROPA AUTO IMPORTS, INC.

FLORIDA CHRYSLER PLYMOUTH, INC.

FRN OF TULSA, LLC

GENE REED CHEVROLET, INC.

GMG MOTORS, INC.

GOODSON NORTH, LLC

GOODSON SPRING BRANCH, LLC

HBL, LLC

HILL COUNTRY IMPORTS, LTD.

HT AUTOMOTIVE, LLC

HUDSON MOTORS PARTNERSHIP

KMT/UAG, INC.

LANDERS AUTO SALES, LLC

LANDERS FORD NORTH, INC.

LATE ACQUISITION I, LLC

LATE ACQUISITION II, LLC

MICHAEL CHEVROLET-OLDSMOBILE, INC.

MOTORCARS ACQUISITION IV, LLC

MOTORCARS ACQUISITION V, LLC

MOTORCARS ACQUISITION VI, LLC

MOTORCARS ACQUISITION, LLC

OCT PARTNERSHIP

PAG ACQUISITION 27, LLC

PAG ACQUISITION 28, LLC

PAG ANNAPOLIS JL1, LLC

PAG ATLANTA MANAGEMENT, LLC

PAG AUSTIN L1, LLC

PAG AZ PROPERTIES, LLC

PAG BEDFORD A1, LLC

PAG BEDFORD P1, LLC

PAG BEDFORD PROPERTIES, LLC

PAG CENTRAL 262, LLC

PAG CENTRAL 266, LLC

PAG CHANDLER JLR, LLC

PAG CHANTILLY M1, LLC

PAG CHANTILLY P1, LLC

PAG CHARLOTTE M1, LLC

PAG CLOVIS T1, INC.

PAG CONNECTICUT LR1, LLC

PAG DAVIE P1, LLC

PAG DISTRIBUTOR S1, LLC

PAG EAST, LLC

PAG EAST 295, LLC

PAG EAST 296, LLC

PAG GOODYEAR F1, LLC

PAG GREENWICH B1, LLC

PAG GREENWICH HOLDINGS, LLC

PAG INDIANA G1, LLC

PAG INDIANA H1, LLC

PAG INTERNATIONAL SERVICES, LLC

PAG INVESTMENTS, LLC

PAG LEANDER H1, LLC

PAG LEANDER H2, LLC

PAG MADISON L1, LLC

PAG MADISON T1, LLC

PAG MARIN M1, INC.

PAG MCALLEN H1, LLC

PAG MCALLEN T1, LLC

PAG MENTOR A1, INC.

PAG NEW JERSEY A1, LLC

PAG NEW JERSEY CS, LLC

PAG NEW JERSEY JL1, LLC

PAG NEW JERSEY JL2, LLC

PAG NEW JERSEY JL3, LLC

PAG NEW JERSEY P1, LLC

PAG NORTH ORANGE A1, INC.

PAG NORTH SCOTTSDALE BE, LLC

PAG NORTH SCOTTSDALE M1, LLC

PAG NORTH SCOTTSDALE PP1, LLC

PAG NORTHERN CALIFORNIA MANAGEMENT, INC.

PAG ONTARIO B1, INC.

PAG ORANGE COUNTY L1, INC.

PAG ORANGE COUNTY MANAGEMENT COMPANY, INC.

PAG ORANGE COUNTY RR1, INC.

PAG ORANGE COUNTY S1, INC.

PAG ORLANDO GENERAL, LLC

PAG ORLANDO LIMITED, LLC

PAG ORLANDO PARTNERSHIP, LTD.

PAG PENNSYLVANIA CS, LLC

PAG ROSWELL B1, LLC

PAG SAN FRANCISCO N1, INC.

PAG SANTA ANA AVW, INC.

PAG SANTA ANA B1, INC.

PAG SURPRISE T1, LLC

PAG TEMPE M1, LLC

PAG TEXAS MANAGEMENT COMPANY, LLC

PAG TURNERSVILLE AU, LLC

PAG WEST 293, INC.

PAG WEST, LLC

PALM AUTO PLAZA, LLC

PEACHTREE NISSAN, INC.

PENSKE COMMERCIAL VEHICLES US, LLC

PETER PAN MOTORS, INC.

PMRC, LLC

PREMIER PROTECTION LICENSING, LLC

PREMIER PROTECTION PRODUCTS, LLC

PTG OF IDAHO, LLC

PTG OF UTAH, LLC

PTG MISSOURI, LLC

PTG OREGON, LLC

RELENTLESS PURSUIT ENTERPRISES, INC.

SA AUTOMOTIVE, LTD.

SAU AUTOMOTIVE, LTD.

SCOTTSDALE 101 MANAGEMENT, LLC

SCOTTSDALE FERRARI, LLC

SCOTTSDALE MANAGEMENT GROUP, LTD.

SCOTTSDALE PAINT & BODY, LLC

SDG AUTOMOTIVE INVESTMENTS, LLC

SIGMA MOTORS INC.

SINGLE SOURCE TRUCK PARTS, LLC

SK MOTORS, LLC

SL AUTOMOTIVE, LLC

SUN MOTORS, LLC

TAMBURRO ENTERPRISES, INC.

THE AROUND THE CLOCK FREIGHTLINER GROUP, LLC

UAG ATLANTA H1, LLC

UAG ATLANTA IV MOTORS, LLC

UAG CAPITOL, INC.

UAG CAROLINA, INC.

UAG CENTRAL REGION MANAGEMENT, LLC

UAG CHANTILLY AU, LLC

UAG CLASSIC, INC.

UAG CLOVIS, INC.

UAG CONNECTICUT, LLC

UAG DULUTH, INC.

UAG EAST, LLC

UAG ESCONDIDO A1, INC.

UAG ESCONDIDO H1, INC.

UAG ESCONDIDO M1, INC.

UAG FAYETTEVILLE I, LLC

UAG FAYETTEVILLE II, LLC

UAG FAYETTEVILLE III, LLC

UAG FINANCE COMPANY, INC.

UAG HOUSTON ACQUISITION, LTD.

UAG HUDSON CJD, LLC

UAG HUDSON, INC.

UAG INTERNATIONAL HOLDINGS, INC.

UAG KISSIMMEE MOTORS, LLC

UAG LANDERS SPRINGDALE, LLC

UAG LOS GATOS, INC.

UAG MARIN, INC.

UAG MEMPHIS II, INC.

UAG MEMPHIS MANAGEMENT, INC.

UAG MENTOR ACQUISITION, LLC

UAG MINNEAPOLIS B1, LLC

UAG NORTHEAST, LLC

UAG REALTY, LLC

UAG ROYAL PALM M1, LLC

UAG SAN DIEGO A1, INC.

UAG SAN DIEGO AU, INC.

UAG SAN DIEGO H1, INC.

UAG SAN DIEGO MANAGEMENT, INC.

UAG STEVENS CREEK II, INC.

UAG TEXAS II, INC.

UAG TEXAS, LLC

UAG TULSA HOLDINGS, LLC

UAG TURNERSVILLE REALTY, LLC

UAG VK, LLC

UAG WEST BAY AM, LLC

UAG WEST BAY IAU, LLC

UAG WEST BAY II, LLC

UAG WEST BAY IL, LLC

UAG WEST BAY IM, LLC

UAG WEST BAY IP, LLC

UAG WEST BAY IW, LLC

UAG YOUNG II, INC.

UAG-CARIBBEAN, INC.

UNITED AUTO SCOTTSDALE PROPERTY HOLDINGS, LLC

UNITED NISSAN, INC.

UNITED RANCH AUTOMOTIVE, LLC

UNITEDAUTO FINANCE, INC.

WEST PALM AUTO MALL, INC.

WTA MOTORS, LTD.

Exhibit 31.1

CERTIFICATION

I, Roger Penske, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Penske Automotive Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


			/s/ Roger Penske
			Roger Penske
			Chief Executive Officer

July 27, 2023

Exhibit 31.2

CERTIFICATION

I, Michelle Hulgrave, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Penske Automotive Group, Inc.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


			/s/ Michelle Hulgrave
			Michelle Hulgrave
			Chief Financial Officer

July 27, 2023

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Penske Automotive Group, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Roger Penske and Michelle Hulgrave, Principal Executive Officer and Principal Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


			/s/ Roger Penske
			Roger Penske
			Chief Executive Officer

July 27, 2023


			/s/ Michelle Hulgrave
			Michelle Hulgrave
			Chief Financial Officer

July 27, 2023

A signed original of this written statement required by Section 906 has been provided to Penske Automotive Group, Inc. and will be retained by Penske Automotive Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.