Penske Automotive Reports Fourth Quarter and Full Year Results

  Penske Automotive Reports Fourth Quarter and Full Year Results

 Reports Record Fourth Quarter Income from Continuing Operations and Earnings
                                  per Share

      Earnings per Share from Continuing Operations Rises 21.3% to $0.57

              Completes Most Profitable Year in Company History

Business Wire

BLOOMFIELD HILLS, Mich. -- February 6, 2013

Penske Automotive Group, Inc. (NYSE:PAG):

                                      
Fourth Quarter 2012                    Full Year 2012
  *Revenue Increases 17.9% to $3.4      *Revenue Increases 18.3% to $13.2
    Billion                                 Billion
  *Same-store Retail Revenue             *Same-store Retail Revenue
    Increases 11.4 %                        Increases 9.9%
  *Income from Continuing Operations     *Adjusted Inc. from Continuing
    Increases 19.5% to $51.0 Million        Operations Increases 25.8% to
                                            $206.0 Million
  *EPS from Continuing Operations        *Adjusted EPS from Continuing
    Increases 21.3% to $0.57 per            Operations Increases 26.7% to
    share                                   $2.28 per share
  *EBITDA Increases 14.4% to $102.2     *Adjusted EBITDA Increases 19.6% to
    Million                                 $407.6 Million
                                        

Penske Automotive Group, Inc. (NYSE:PAG), an international automotive
retailer, announced today record fourth quarter income from continuing
operations and related earnings per share. For the fourth quarter 2012, income
from continuing operations attributable to common shareholders increased 19.5%
to $51.0 million and related earnings per share increased 21.3% to $0.57 per
share. This compares to income from continuing operations attributable to
common shareholders of $42.7 million, or $0.47 per share in the same period
last year. Fourth quarter results include $1.7 million ($1.2 million
after-taxes, or $0.01 per share) in expenses for insurance deductibles and
clean-up costs associated with Superstorm Sandy.

Total revenue increased 17.9% to $3.4 billion, including a same-store retail
revenue increase of 11.4% in the fourth quarter. The revenue increase was
driven by a 19.3% increase in total retail unit sales, including an 11.5%
increase on a same-store basis. Gross profit improved 16.9% to $515.1 million
while operating income increased 19.9% to $91.5 million.

Highlights of the Fourth Quarter

  *Total Retail Unit Sales increased 19.3% to 81,383

       *+15.3% in the United States; +30.3% Internationally
       *New unit retail sales +21.7%
       *Used unit retail sales +16.2%

  *Same-store Retail Revenue increased 11.4%

       *New +16.1%; Used +6.0%; Finance & Insurance +13.0%; Service and Parts
         +3.2%
       *+12.8% in the United States; +8.5% Internationally

  *Average Transaction Price Per Unit

       *New $38,881; (0.4%)
       *Used $25,791; (2.5%)

  *Average Gross Profit Per Unit

       *New $3,197, ($58/unit); Gross Margin 8.2%, (10 basis points)
       *Used $1,857, ($61/unit); Gross Margin 7.2%, (10 basis points)
       *Finance & Insurance $986, +$1/unit

Chairman Roger Penske said, “I’m pleased that our retail automotive business
reported record profitability in the fourth quarter, producing double-digit
growth in operating income, income from continuing operations and earnings per
share during the fourth quarter, despite the effects of Superstorm Sandy which
impacted operations in the northeast U.S. during the quarter. I am
particularly pleased that our same-store retail revenues improved by 11.4%
while gross profit per retail unit stabilized, and service and parts margin
improved 110 basis points to 58.8%.”

For the year ended December 31, 2012, total revenue increased 18.3% to $13.2
billion. Adjusted income from continuing operations attributable to common
shareholders increased 25.8% to $206.0 million and adjusted earnings per share
attributable to common shareholders increased 26.7% to $2.28 per share. This
compares to adjusted income from continuing operations attributable to common
shareholders of $163.8 million, and adjusted earnings per share of $1.80 per
share in the same period last year.

The full year 2012 results exclude after-tax costs of $13.0 million, or $0.14
per share, of debt redemption costs associated with the redemption of the
Company’s $375 million of 7.75% senior subordinated notes due 2016. The full
year 2011 results exclude $11.0 million, or $0.12 per share, of net income tax
benefits reflecting a positive adjustment from the resolution of certain tax
items in the U.K. of $17.0 million, or $0.19 per share, partially offset by a
reduction in deferred tax assets of $6.0 million, or $0.07 per share. Income
from continuing operations attributable to common shareholders for the twelve
months ended December 31, 2012, was $193.0 million, or $2.14 per share,
compared to income from continuing operations attributable to common
shareholders of $174.8 million, or $1.92 in the same period last year.

Penske continued, “2012 was a very solid year of growth and profitability for
our Company. We expanded our presence globally by completing acquisitions in
Northern Ireland and Italy, and we entered the Madison, Wisconsin, market in
the U.S. In total, our business added $750 million in estimated annualized
revenue through acquisitions during the year, and generated a 9.9% increase in
same-store retail revenue, resulting in revenue growth of 18.3%, which
contributed to a 23.4% increase in operating income and a 26.7% increase in
adjusted earnings per share.”

Conference Call

Penske Automotive will host a conference call discussing financial results
relating to the fourth quarter of 2012 on February 6, 2013, at 2:00 p.m.
Eastern Standard Time. To listen to the conference call, participants must
dial (800) 230-1092 [International, please dial (612) 234-9959]. The call will
also be simultaneously broadcast over the Internet through the Investors
Relations section of the Penske Automotive Group website. Additionally, an
investor presentation relating to the fourth quarter and full year 2012
financial results has been posted to the Company’s website. To access the
presentation or to listen to the Company’s webcast, please refer to
www.penskeautomotive.com.

About Penske Automotive

Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan,
operates 344 retail automotive franchises, representing 40 different brands
and 30 collision repair centers. Penske Automotive, which sells new and
previously owned vehicles, finance and insurance products and replacement
parts, and offers maintenance and repair services on all brands it represents,
has 173 franchises in 18 states and Puerto Rico and 171 franchises located
outside the United States, primarily in the United Kingdom. Penske Automotive
is a member of the Fortune 500 and Russell 2000 and has approximately 16,700
employees.

Non-GAAP Financial Measures

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

Caution Concerning Forward Looking Statements

Statements in this press release may involve forward-looking statements,
including forward-looking statements regarding Penske Automotive Group, Inc.’s
future sales potential and outlook. Actual results may vary materially because
of risks and uncertainties that are difficult to predict. These risks and
uncertainties include, among others: economic conditions generally, conditions
in the credit markets and changes in interest rates, adverse conditions
affecting a particular manufacturer, including the adverse impact to the
vehicle and parts supply chain due to natural disasters or other disruptions
that interrupt the supply of vehicles or parts to us; changes in consumer
credit availability, the outcome of legal and administrative matters, and
other factors over which management has limited control. These forward-looking
statements should be evaluated together with additional information about
Penske Automotive’s business, markets, conditions and other uncertainties,
which could affect Penske Automotive’s future performance. These risks and
uncertainties are addressed in Penske Automotive’s Form 10-K for the year
ended December 31, 2011, and its other filings with the Securities and
Exchange Commission (“SEC”). This press release speaks only as of its date,
and Penske Automotive disclaims any duty to update the information herein.

Find a vehicle: http://www.penskecars.com

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PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Condensed Statements of Income
(Amounts In Thousands, Except Per Share Data)
(Unaudited)
                                                  
                  Three Months Ended              Twelve Months Ended
                  December 31,                    December 31,
                  2012           2011            2012            2011
Revenues:
New Vehicle       $ 1,803,763     $ 1,487,524     $ 6,782,389      $ 5,639,381
Used Vehicle        902,471         797,005         3,747,236        3,238,152
Finance and         80,244          67,240          322,567          270,579
Insurance, Net
Service and         363,528         332,770         1,446,729        1,329,064
Parts
Fleet,
Wholesale and      221,246       173,928       864,596        650,316    
Other
Total Revenues    $ 3,371,252     $ 2,858,467     $ 13,163,517     $ 11,127,492
Cost of Sales:
New Vehicle       $ 1,655,437     $ 1,363,453     $ 6,233,338      $ 5,169,968
Used Vehicle        837,498         739,212         3,462,908        2,984,267
Service and         149,791         140,915         603,682          566,380
Parts
Fleet,
Wholesale and      213,413       174,394       850,641        645,055    
Other
Total Cost of       2,856,139       2,417,974       11,150,569       9,365,670
Sales
Gross Profit        515,113         440,493         2,012,948        1,761,822
SG&A Expenses       409,505         352,076         1,594,095        1,419,123
Depreciation       14,140        12,141        53,995         47,101     
Operating           91,468          76,276          364,858          295,598
Income
Floor Plan
Interest            (9,584    )     (7,001    )     (38,797    )     (27,218    )
Expense
Other Interest      (11,656   )     (11,657   )     (46,892    )     (44,256    )
Expense
Equity in
Earnings of         6,180           7,924           27,572           25,451
Affiliates
Debt Redemption     ---             ---             (17,753    )     ---
Costs
Debt Discount      ---           ---           ---            (1,718     )
Amortization
Income from
Continuing
Operations          76,408          65,542          288,988          247,857
Before Income
Taxes
Income Taxes       (24,726   )    (22,373   )    (94,330    )    (71,690    )
Income from
Continuing          51,682          43,169          194,658          176,167
Operations
(Loss) Income
from
Discontinued       (2,446    )    4,988         (7,491     )    2,091      
Operations, Net
of Tax
Net Income          49,236          48,157          187,167          178,258
Less: Income
Attributable to    (637      )    (470      )    (1,627     )    (1,377     )
Non-Controlling
Interests
Net Income
Attributable to   $ 48,599       $ 47,687       $ 185,540       $ 176,881    
Common
Shareholders
Income from
Continuing        $ 0.57         $ 0.47         $ 2.14          $ 1.92       
Operations Per
Share
Income Per        $ 0.54         $ 0.53         $ 2.05          $ 1.94       
Share
Weighted
Average Shares     90,291        90,553        90,342         91,274     
Outstanding
Amounts
Attributable to
Common
Shareholders:
Reported Income
from Continuing   $ 51,682        $ 43,169      $ $ 194,658        $ 176,167
Operations
Less: Income
Attributable to    (637      )    (470      )    (1,627     )    (1,377     )
Non-Controlling
Interests
Income from
Continuing        $ 51,045        $ 42,699        $ 193,031        $ 174,790
Operations, net
of tax
(Loss) Income
from
Discontinued       (2,446    )    4,988         (7,491     )    2,091      
Operations, net
of tax
Net Income        $ 48,599       $ 47,687       $ 185,540       $ 176,881    

                                                   
PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Condensed Balance Sheets
(Amounts In Thousands)
(Unaudited)
                                                      
                                       December 31,   December 31,
                                       2012           2011
Assets
Cash and Cash Equivalents              $  43,753      $  27,201
Accounts Receivable, Net                  552,868        429,633
Inventories                               1,991,167      1,535,386
Other Current Assets                      90,854         72,981
Assets Held for Sale                     94,441        159,243
Total Current Assets                      2,773,083      2,224,444
Property and Equipment, Net               1,023,781      839,630
Intangibles                               1,258,012      1,123,206
Other Long-Term Assets                   324,114       312,121
Total Assets                           $  5,378,990   $  4,499,401
                                                      
Liabilities and Equity
Floor Plan Notes Payable               $  1,408,363   $  966,579
Floor Plan Notes Payable – Non-Trade      716,621        668,581
Accounts Payable                          263,349        214,870
Accrued Expenses                          223,574        195,108
Current Portion Long-Term Debt            19,493         3,414
Liabilities Held for Sale                62,156        103,001
Total Current Liabilities                 2,693,556      2,151,553
Long-Term Debt                            918,024        846,777
Other Long-Term Liabilities              451,089       351,499
Total Liabilities                         4,062,669      3,349,829
Equity                                   1,316,321     1,149,572
Total Liabilities and Equity           $  5,378,990   $  4,499,401

                                 
PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Condensed Statements of Income
(Amounts In Thousands, Except Per Share Data)
(Unaudited)
                                   
                                   Three Months Ended
                                   December 31,
                                                                  % Increase/
                                   2012            2011            (Decrease)
Revenues:
New Vehicle                        $ 1,803,763     $ 1,487,524     21.3    %
Used Vehicle                         902,471         797,005       13.2    %
Finance and Insurance, Net           80,244          67,240        19.3    %
Service and Parts                    363,528         332,770       9.2     %
Fleet, Wholesale and Other          221,246       173,928      27.2    %
Total Revenues                     $ 3,371,252     $ 2,858,467     17.9    %
Cost of Sales:
New Vehicle                        $ 1,655,437     $ 1,363,453     21.4    %
Used Vehicle                         837,498         739,212       13.3    %
Service and Parts                    149,791         140,915       6.3     %
Fleet, Wholesale and Other          213,413       174,394      22.4    %
Total Cost of Sales                  2,856,139       2,417,974     18.1    %
Gross Profit                         515,113         440,493       16.9    %
SG&A Expenses                        409,505         352,076       16.3    %
Depreciation                        14,140        12,141       16.5    %
Operating Income                     91,468          76,276        19.9    %
Floor Plan Interest Expense          (9,584    )     (7,001    )   36.9    %
Other Interest Expense               (11,656   )     (11,657   )   ---
Equity in Earnings of Affiliates    6,180         7,924        (22.0   %)
Income from Continuing               76,408          65,542        16.6    %
Operations Before Income Taxes
Income Taxes                        (24,726   )    (22,373   ) ( 10.5    %
Income from Continuing               51,682          43,169        19.7    %
Operations
(Loss) Income from Discontinued     (2,446    )    4,988        nm
Operations, Net of Tax
Net Income                           49,236          48,157        2.2     %
Less: Income Attributable to        (637      )    (470      )   35.5    %
Non-Controlling Interests
Net Income Attributable to         $ 48,599       $ 47,687       1.9     %
Common Shareholders
Income from Continuing             $ 0.57         $ 0.47         21.3    %
Operations Per Share
Income Per Share                   $ 0.54         $ 0.53         1.9     %
Weighted Average Shares             90,291        90,553       (0.3    %)
Outstanding
Amounts Attributable to Common
Shareholders:
Reported Income from Continuing    $ 51,682        $ 43,169        19.7    %
Operations
Less: Income Attributable to        (637      )    (470      )   35.5    %
Non-Controlling Interests
Income from Continuing             $ 51,045        $ 42,699        19.5    %
Operations, net of tax
(Loss) Income from Discontinued     (2,446    )    4,988        nm
Operations, net of tax
Net Income                         $ 48,599       $ 47,687       1.9     %

nm – not meaningful

                                 
PENSKE AUTOMOTIVE GROUP, INC.
Selected Data
(Unaudited)
                                   
                                   Three Months Ended
                                   December 31,
                                                                 % Increase/
                                   2012            2011            (Decrease)
Total Retail Units:
New Retail                           46,392          38,120        21.7   %
Used Retail                         34,991        30,124       16.2   %
Total Retail                        81,383        68,244       19.3   %
                                                                   
Same-Store Retail Units:
New Same-Store Retail                43,300          37,739        14.7   %
Used Same-Store Retail              32,036        29,818       7.4    %
Total Same-Store Retail             75,336        67,557       11.5   %
                                                                   
Same-Store Retail Revenue:
(Amounts in thousands)
New Vehicles                       $ 1,711,068     $ 1,473,813     16.1   %
Used Vehicles                        838,745         791,132       6.0    %
Finance and Insurance, Net           75,396          66,722        13.0   %
Service and Parts                   341,367       330,670      3.2    %
Total Same-Store Retail            $ 2,966,576    $ 2,662,337    11.4   %
                                                                   
Revenue Mix:
New Vehicles                         53.5      %     52.0      %   150 bps
Used Vehicles                        26.8      %     27.9      %   (110 bps)
Finance and Insurance, Net           2.4       %     2.4       %   ---
Service and Parts                    10.8      %     11.6      %   (80 bps)
Fleet, Wholesale and Other           6.5       %     6.1       %   40 bps
                                                                   
Average Revenue per Vehicle
Retailed:
New Vehicles                       $ 38,881        $ 39,022        (0.4   %)
Used Vehicles                        25,791          26,457        (2.5   %)
                                                                   
Gross Profit per Vehicle
Retailed:
New Vehicles                       $ 3,197         $ 3,255         (1.8   %)
Used Vehicles                        1,857           1,918         (3.2   %)
Finance and Insurance                986             985           0.1    %
                                                                   
Operating items as a percentage
of revenue:
New Vehicle Gross Profit             8.2       %     8.3       %   (10 bps)
Used Vehicle Gross Profit            7.2       %     7.3       %   (10 bps)
Service and Parts Gross Profit       58.8      %     57.7      %   110 bps
Total Gross Profit                   15.3      %     15.4      %   (10 bps)
Selling, General and Admin.          12.1      %     12.3      %   (20 bps)
Expenses
Operating Income                     2.7       %     2.7       %   ---
Inc. From Cont. Ops. Before Inc.     2.3       %     2.3       %   ---
Taxes
                                                                   
Operating items as a percentage
of total gross profit:
Selling, General and                 79.5      %     79.9      %   (40 bps)
Administrative Expenses
Operating Income                     17.8      %     17.3      %   50 bps

                              
PENSKE AUTOMOTIVE GROUP, INC.
Selected Data (Continued)
(Unaudited)
                                
                                Three Months Ended
                                December 31,
                                                     % Increase/
                                2012        2011       (Decrease)
                                                       
Other (Amounts in Thousands):
EBITDA *                        $ 102,204   $ 89,340   14.4    %
Rent Expense                      43,891      41,712   5.2     %
Floorplan Credits                 6,280       4,847    29.6    %

* See the following Non-GAAP reconciliation tables

                               
PENSKE AUTOMOTIVE GROUP, INC.
Consolidated Condensed Statements of Income
(Amounts In Thousands, Except Per Share Data)
(Unaudited)
                                 
                                 Twelve Months Ended
                                 December 31,
                                                                 % Increase/
                                 2012             2011             (Decrease)
Revenues:
New Vehicle                      $ 6,782,389      $ 5,639,381      20.3   %
Used Vehicle                       3,747,236        3,238,152      15.7   %
Finance and Insurance, Net         322,567          270,579        19.2   %
Service and Parts                  1,446,729        1,329,064      8.9    %
Fleet, Wholesale and Other        864,596        650,316       33.0   %
Total Revenues                   $ 13,163,517     $ 11,127,492     18.3   %
Cost of Sales:
New Vehicle                      $ 6,233,338      $ 5,169,968      20.6   %
Used Vehicle                       3,462,908        2,984,267      16.0   %
Service and Parts                  603,682          566,380        6.6    %
Fleet, Wholesale and Other        850,641        645,055       31.9   %
Total Cost of Sales                11,150,569       9,365,670      19.1   %
Gross Profit                       2,012,948        1,761,822      14.3   %
SG&A Expenses                      1,594,095        1,419,123      12.3   %
Depreciation                      53,995         47,101        14.6   %
Operating Income                   364,858          295,598        23.4   %
Floor Plan Interest Expense        (38,797    )     (27,218    )   42.5   %
Other Interest Expense             (46,892    )     (44,256    )   6.0    %
Equity in Earnings of              27,572           25,451         8.3    %
Affiliates
Debt Redemption Costs              (17,753    )     ---            nm
Debt Discount Amortization        ---            (1,718     )   nm
Income from Continuing             288,988          247,857        16.6   %
Operations Before Income Taxes
Income Taxes                      (94,330    )    (71,690    )   31.6   %
Income from Continuing             194,658          176,167        10.5   %
Operations
(Loss) Income from
Discontinued Operations, Net      (7,491     )    2,091         nm
of Tax
Net Income                         187,167          178,258        5.0    %
Less: Income Attributable to      (1,627     )    (1,377     )   18.2   %
Non-Controlling Interests
Net Income Attributable to       $ 185,540       $ 176,881       4.9    %
Common Shareholders
Income from Continuing           $ 2.14          $ 1.92          11.5   %
Operations Per Share
Income Per Share                 $ 2.05          $ 1.94          5.7    %
Weighted Average Shares           90,342         91,274        (1.0   %)
Outstanding
Amounts Attributable to Common
Shareholders:
Reported Income from             $ 194,658        $ 176,167        10.5   %
Continuing Operations
Less: Income Attributable to      (1,627     )    (1,377     )   18.2   %
Non-Controlling Interests
Income from Continuing           $ 193,031        $ 174,790        10.4   %
Operations, net of tax
(Loss) Income from
Discontinued Operations, net      (7,491     )    2,091         nm
of tax
Net Income                       $ 185,540       $ 176,881       4.9    %

nm = not meaningful

                               
PENSKE AUTOMOTIVE GROUP, INC.
Selected Data
(Unaudited)
                                 
                                 Twelve Months Ended
                                 December 31,
                                                                 % Increase/
                                 2012             2011             (Decrease)
Total Retail Units:
New Retail                         180,764          149,068        21.3   %
Used Retail                       145,580        121,501       19.8   %
Total Retail                      326,344        270,569       20.6   %
                                                                   
Same-Store Retail Units:
New Same-Store Retail              162,901          144,289        12.9   %
Used Same-Store Retail            131,987        118,295       11.6   %
Total Same-Store Retail           294,888        262,584       12.3   %
                                                                   
Same-Store Retail Revenue:
(Amounts in thousands)
New Vehicles                     $ 6,121,846      $ 5,434,368      12.7   %
Used Vehicles                      3,421,430        3,161,317      8.2    %
Finance and Insurance, Net         298,785          263,534        13.4   %
Service and Parts                 1,315,925      1,289,767     2.0    %
Total Same-Store Retail          $ 11,157,986    $ 10,148,986    9.9    %
                                                                   
Revenue Mix:
New Vehicles                       51.5       %     50.7       %   80 bps
Used Vehicles                      28.5       %     29.1       %   (60 bps)
Finance and Insurance, Net         2.5        %     2.4        %   10 bps
Service and Parts                  11.0       %     11.9       %   (90 bps)
Fleet, Wholesale and Other         6.5        %     5.9        %   60 bps
                                                                   
Average Revenue per Vehicle
Retailed:
New Vehicles                     $ 37,521         $ 37,831         (0.8   %)
Used Vehicles                      25,740           26,651         (3.4   %)
                                                                   
Gross Profit per Vehicle
Retailed:
New Vehicles                     $ 3,037          $ 3,149          (3.5   %)
Used Vehicles                      1,953            2,089          (6.5   %)
Finance and Insurance              988              1,000          (1.2   %)
                                                                   
Operating items as a
percentage of revenue:
New Vehicle Gross Profit           8.1        %     8.3        %   (20 bps)
Used Vehicle Gross Profit          7.6        %     7.8        %   (20 bps)
Service and Parts Gross Profit     58.3       %     57.4       %   90 bps
Total Gross Profit                 15.3       %     15.8       %   (50 bps)
Selling, General and Admin.        12.1       %     12.8       %   (70 bps)
Expenses
Operating Income                   2.8        %     2.7        %   10 bps
Inc. From Cont. Ops. Before        2.2        %     2.2        %   ---
Inc. Taxes
                                                                   
Operating items as a
percentage of total gross
profit:
Selling, General and               79.2       %     80.5       %   (130 bps)
Administrative Expenses
Operating Income                   18.1       %     16.8       %   130 bps

                              
PENSKE AUTOMOTIVE GROUP, INC.
Selected Data (Continued)
(Unaudited)
                                
                                Twelve Months Ended
                                December 31,
                                                      % Increase/
                                2012        2011        (Decrease)
                                                        
Other (Amounts in Thousands):
EBITDA *                        $ 389,875   $ 340,932   14.4    %
Adjusted EBITDA *                 407,628     340,932   19.6    %
Rent Expense                      173,280     165,346   4.8     %
Floorplan Credits                 22,976      19,703    16.6    %

* See the following Non-GAAP reconciliation tables

                                                     
PENSKE AUTOMOTIVE GROUP, INC.
Selected Data
Brand Revenue Mix
(Unaudited)
                                                        
                                   Three Months Ended   Twelve Months Ended
                                   December 31,         December 31,
                                   2012       2011     2012        2011
Brand Revenue Mix:
Premium:
BMW                                28   %      25  %    26   %       24  %
Audi                               12   %      12  %    12   %       12  %
Mercedes-Benz                      11   %      12  %    11   %       11  %
Lexus                              4    %      4   %    4    %       4   %
Land Rover                         4    %      5   %    4    %       4   %
Porsche                            5    %      4   %    4    %       5   %
Ferrari / Maserati                 3    %      3   %    3    %       3   %
Acura                              1    %      2   %    2    %       2   %
Other                              4    %      4   %    4    %       5   %
Total Premium                      72   %      71  %    70   %       70  %
Foreign:
Toyota                             10   %      10  %    10   %       10  %
Honda                              9    %      10  %    11   %       11  %
Nissan                             1    %      2   %    1    %       2   %
Volkswagen                         2    %      2   %    2    %       2   %
Other                              2    %      1   %    2    %       1   %
Total Foreign                      24   %      25  %    26   %       26  %
Domestic Big 3
General Motors / Chrysler / Ford   4    %      4   %    4    %       4   %
                                                                     
Revenue Mix:
U.S.                               67   %      68  %    64   %       64  %
International                      33   %      32  %    36   %       36  %

                                                
PENSKE AUTOMOTIVE GROUP, INC.
Non-GAAP Reconciliation
(Unaudited)
                                                   
                    Income                         Earnings Per Share
                    Twelve Months Ended            Twelve Months Ended
                    December 31,                   December 31,
                    2012     2011                2012    2011      
                                                                        
Income from
Continuing
Operations net of   $ 193.0   $ 174.8              $ 2.14   $ 1.92
tax and Earnings
per Share
Debt Redemption       13.0      ---                  0.14     ---
Costs ^(1)
Net Tax Benefits     ---      (11.0 )             ---     (0.12 )
^(2)
Adjusted Income
from Continuing
Operations and      $ 206.0   $ 163.8    25.8 %   $ 2.28   $ 1.80     26.7 %
Adjusted Earnings
per Share

      Costs associated with the redemption of the Company’s $375 million of
(1)  7.75% senior subordinated notes due 2016 of $17.8 million ($13.0 million
      net of taxes), or $0.14 per share.
      
      Net income tax benefit reflecting a positive adjustment from the
(2)   resolution of certain tax items in the U.K. of $17.0 million, or $0.19
      per share, partially offset by a reduction in deferred tax assets of
      $6.0 million, or $0.07 per share.
      

                                      
PENSKE AUTOMOTIVE GROUP, INC.
Non-GAAP Reconciliation
(Unaudited)

Reconciliation of 2012 and 2011 net income to EBITDA and Adjusted EBITDA:
                                         
                                         Three Months Ended
                                         December 31,
                                                                 % Increase/
(Amounts in Thousands)                     2012       2011      (Decrease)
                                                                   
Net Income                               $  49,236    $ 48,157     2.2     %
Depreciation                                14,140      12,141     16.5    %
Other Interest Expense                      11,656      11,657     ---
Income Taxes                                24,726      22,373     10.5    %
Loss (income) from Discontinued            2,446      (4,988 )   nm
Operations, net
EBITDA                                   $  102,204   $ 89,340    14.4    %

                                       
                                         Twelve Months Ended
                                         December 31,
                                                                 % Increase/
(Amounts in Thousands)                   2012        2011          (Decrease)
                                                                   
Net Income                               $ 187,167   $ 178,258     5.0     %
Depreciation                               53,995      47,101      14.6    %
Other Interest Expense                     46,892      44,256      6.0     %
Debt Discount Amortization                 ---         1,718       nm
Income Taxes                               94,330      71,690      31.6    %
Loss (income) from Discontinued           7,491      (2,091  )   nm
Operations, net
EBITDA                                   $ 389,875   $ 340,932     14.4    %
Add back: Debt Redemption Costs           17,753     ---        nm
Adjusted EBITDA                          $ 407,628   $ 340,932    19.6    %

nm = not meaningful

Contact:

Penske Automotive Group, Inc.
David K. Jones
Executive Vice President and
Chief Financial Officer
248-648-2800
dave.jones@penskeautomotive.com
or
Penske Automotive Group, Inc.
Anthony R. Pordon
Executive Vice President Investor Relations and Corporate Development
248-648-2540
tpordon@penskeautomotive.com