Penske Automotive Reports Second Quarter Results

July 29, 2009

BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)-- Penske Automotive Group, Inc. (NYSE: PAG), an international automotive retailer, today reported second quarter income from continuing operations attributable to PAG of $19.8 million, or $0.22 per share attributable to common shareowners, which compares to $39.0 million, or $0.41 per share, in the second quarter last year. Total revenue in the second quarter was $2.3 billion compared to $3.3 billion in the same period last year.

Total retail sales revenues decreased 28.1% versus the comparable prior year period, driven principally by continuing broad-based weakness in the new vehicle market in the U.S. and the U.K. Same-store total retail revenues declined 31.3%. Excluding changes relating to exchange rates, total retail revenues on a same-store basis declined 24.9%. Despite the challenging operating environment, same-store service and parts revenues declined only 4.4% excluding changes relating to exchange rates.

During the second quarter, the Company further reduced its inventories and debt. As of June 30, 2009, inventories were $1.3 billion and total debt, including floor plan debt, was $2.2 billion, which represent reductions of $324 million and $368 million, respectively, since December 31, 2008. As of June 30, 2009, the Company had availability of $361 million under its revolving credit agreements.

"The performance of our business in the second quarter improved over the first quarter," said Penske Automotive Group Chairman Roger Penske. "While market conditions are difficult, the cost reduction initiatives we implemented helped us remain profitable this year despite our decreased revenues. I am encouraged that our sales levels continued to improve sequentially. In fact, same-store retail revenues in the second quarter increased 8.1% compared to the first quarter of this year, including increases of 11.9% and 5.9%, respectively, in new and used retail sales revenues."

Total revenues for the six months ended June 30, 2009, decreased 31.2% to $4.5 billion. Income from continuing operations attributable to PAG for the six months was $36.0 million, or $0.39 per share attributable to common shareowners, which compares to $70.8 million and $0.74 per share, respectively, in the comparable period in the prior year. The 2009 results include $6.5 million, or $0.07 per share, of after-tax gain relating to the repurchase in the first quarter of $69 million principal amount of the Company's 3.5% Senior Subordinated Convertible Notes due 2026. Excluding this gain, adjusted income from continuing operations attributable to PAG amounted to $29.5 million, or $0.32 per share attributable to common shareowners.

Securities Repurchase Authority

The Company's Board of Directors previously approved repurchases of up to $150 million of the Company's outstanding common stock, debt and convertible debt. During the second quarter, the Company did not repurchase any securities and has $44 million remaining under the program.

smart USA

During the second quarter, smart USA wholesaled 3,659 units. Consistent with other smaller, fuel efficient vehicles, lower gasoline prices and the challenging new vehicle sales environment in the U.S. are impacting smart fortwo vehicle sales. In response to the challenging retail environment, smart USA has launched finance and marketing campaigns to drive retail activity, and has implemented initiatives which it expects will result in annualized cost savings of approximately $3.5 million. During the quarter, smart USA also approved new retail centers in Nashville, TN, Oxnard, CA and New Orleans, LA, expanding the smart retail network in the U.S. to 78 franchises. For the year, smart USA now expects to wholesale approximately 18,000 units.

Saturn Memorandum of Understanding

In June 2009, the Company announced that it had entered into a Memorandum of Understanding (the "MOU") with General Motors regarding the potential acquisition of certain assets relating to the Saturn automotive brand. Pursuant to the MOU, we would obtain the rights to the Saturn brand, acquire certain assets including the Saturn parts inventory, and have the right to distribute vehicles and parts through the Saturn dealership network. General Motors would continue to provide Saturn Aura, Vue and Outlook vehicles, on a contract basis, for an interim period. Due diligence and negotiations related to this transaction continue, and consummation of a transaction is subject to the completion of additional due diligence, regulatory and other approvals.

Conference Call

Penske Automotive will host a conference call discussing financial results relating to the second quarter of 2009 on July 29, 2009, at 2:00 p.m. EDT. To listen to the conference call, participants must dial (800) 230-1092 [International, please dial (612) 234-9959]. The call will be simultaneously broadcast over the Internet through the Penske Automotive Group website at www.penskeautomotive.com.

About Penske Automotive

Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 310 retail automotive franchises, representing 40 different brands and 25 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 160 franchises in 17 states and Puerto Rico and 150 franchises located outside the United States, primarily in the United Kingdom. Penske Automotive is also the exclusive distributor of the smart fortwo through its wholly-owned subsidiary smart USA Distributor LLC. smart USA supports 78 smart retail centers in the United States. Penske Automotive is a member of the Fortune 200 and Russell 1000 and has approximately 14,000 employees. smart and fortwo are registered trademarks of Daimler AG.

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 and earnings potential, its ability to reduce its variable expenses, and the potential Saturn transaction noted above. Actual results may vary materially because of risks and uncertainties, including external factors such as consumer credit conditions, any potential restructuring of the U.S. automotive sector, macro-economic factors, interest rate fluctuations, changes in consumer spending and other factors over which management has no control and, with respect to the potential Saturn transaction, satisfaction of various conditions, such as required regulatory approvals, satisfactory completion of due diligence and other conditions, many of which are outside of our 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, 2008, 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.

This release contains certain non-GAAP financial measures as defined under SEC rules, such as adjusted income from continuing operations and related earnings per share, which exclude certain items disclosed in the release. The Company has reconciled these measures to the most directly comparable GAAP measures in the release. The Company believes that these non-GAAP financial measures improve the transparency of the Company's disclosure and the period-to-period comparability of the Company's results from operations.

PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Statements of Income

(Amounts In Thousands, Except Per Share Data)

(Unaudited)

                                                     Second Quarter

                                                     2009          2008

Revenues:

New Vehicle                                          $1,091,374    $1,726,632

Used Vehicle                                         657,464       806,864

Finance and Insurance, Net                           54,572        75,262

Service and Parts                                    332,108       359,389

Distribution                                         53,152        98,421

Fleet and Wholesale Vehicle                          130,747       264,486

Total Revenues                                       2,319,417     3,331,054

Cost of Sales:

New Vehicle                                          1,005,265     1,582,160

Used Vehicle                                         598,154       746,588

Service and Parts                                    149,143       157,749

Distribution                                         45,702        82,605

Fleet and Wholesale Vehicle                          126,823       265,790

Total Cost of Sales                                  1,925,087     2,834,892

Gross Profit                                         394,330       496,162

SG&A Expenses                                        328,035       393,042

Depreciation and Amortization                        13,789        13,396

Operating Income                                     52,506        89,724

Floor Plan Interest Expense                          (9,009     )  (16,247    )

Other Interest Expense                               (13,663    )  (12,423    )

Debt Discount Amortization                           (3,135     )  (3,496     )

Equity in Earnings of Affiliates                     3,466         3,011

Income from Continuing Operations Before Income      30,165        60,569
Taxes

Income Taxes                                         (10,316    )  (21,122    )

Income from Continuing Operations                    19,849        39,447

Loss from Discontinued Operations, Net of Tax        (5,682     )  (1,189     )

Net Income                                           14,167        38,258

Income Attributable to Non-Controlling Interests     (88        )  (428       )

Net Income Attributable to Common Shareholders       $14,079       $37,830

Income from Continuing Operations Per Diluted Share  $0.22         $0.41

Income Per Diluted Share                             $0.15         $0.40

Diluted Weighted Average Shares Outstanding          91,592        95,499

Amounts Attributable to Common Shareholders:

Reported Income from Continuing Operations           $19,849       $39,447

Income Attributable to Non-Controlling Interests     (88        )  (428       )

Income from Continuing Operations, net of tax        19,761        39,019

Loss from Discontinued Operations, net of tax        (5,682     )  (1,189     )

Net Income                                           $14,079       $37,830



PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Statements of Income

(Amounts In Thousands, Except Per Share Data)

(Unaudited)

                                                     Six Months

                                                     2009          2008

Revenues:

New Vehicle                                          $2,062,462    $3,350,762

Used Vehicle                                         1,271,334     1,597,706

Finance and Insurance, Net                           102,903       148,979

Service and Parts                                    659,143       717,715

Distribution                                         133,265       162,191

Fleet and Wholesale Vehicle                          245,649       522,379

Total Revenues                                       4,474,756     6,499,732

Cost of Sales:

New Vehicle                                          1,905,050     3,069,868

Used Vehicle                                         1,156,115     1,471,903

Service and Parts                                    299,392       315,332

Distribution                                         114,016       136,222

Fleet and Wholesale Vehicle                          238,134       522,843

Total Cost of Sales                                  3,712,707     5,516,168

Gross Profit                                         762,049       983,564

SG&A Expenses                                        640,554       786,268

Depreciation and Amortization                        26,643        26,657

Operating Income                                     94,852        170,639

Floor Plan Interest Expense                          (18,491    )  (33,200    )

Other Interest Expense                               (28,142    )  (24,292    )

Debt Discount Amortization                           (6,773     )  (6,992     )

Equity in Earnings of Affiliates                     4,180         4,403

Gain on Debt Repurchase                              10,429        --

Income from Continuing Operations Before Income      56,055        110,558
Taxes

Income Taxes                                         (20,026    )  (38,905    )

Income from Continuing Operations                    36,029        71,653

Loss from Discontinued Operations, Net of Tax        (5,660     )  (1,065     )

Net Income                                           30,369        70,588

Income Attributable to Non-Controlling Interests     (8         )  (863       )

Net Income Attributable to Common Shareholders       $30,361       $69,725

Income from Continuing Operations Per Diluted Share  $0.39         $0.74

Income Per Diluted Share                             $0.33         $0.73

Diluted Weighted Average Shares Outstanding          91,537        95,377

Amounts Attributable to Common Shareholders:

Reported Income from Continuing Operations           $36,029       $71,653

Income Attributable to Non-Controlling Interests     (8         )  (863       )

Income from Continuing Operations, net of tax        36,021        70,790

Loss from Discontinued Operations, net of tax        (5,660     )  (1,065     )

Net Income                                           $30,361       $69,725



PENSKE AUTOMOTIVE GROUP, INC.

Consolidated Condensed Balance Sheets

(Amounts In Thousands)

(Unaudited)

                                      6/30/09     12/31/08

Assets

Cash and Cash Equivalents             $21,871     $20,108

Accounts Receivable, Net              321,654     294,048

Inventories                           1,264,758   1,589,105

Other Current Assets                  99,924      88,251

Assets Held for Sale                  5,550       15,428

Total Current Assets                  1,713,757   2,006,940

Property and Equipment, Net           710,853     662,121

Intangibles                           1,021,473   974,141

Other Long-Term Assets                305,443     318,947

Total Assets                          $3,751,526  $3,962,149

Liabilities and Equity

Floor Plan Notes Payable              $777,803    $964,783

Floor Plan Notes Payable - Non-Trade  427,731     506,688

Accounts Payable                      215,643     178,282

Accrued Expenses                      203,307     195,994

Current Portion Long-Term Debt        12,623      11,305

Liabilities Held for Sale             8,213       23,060

Total Current Liabilities             1,645,320   1,880,112

Long-Term Debt                        949,043     1,052,060

Other Long-Term Liabilities           259,167     221,556

Total Liabilities                     2,853,530   3,153,728

Equity                                897,996     808,421

Total Liabilities and Equity          $3,751,526  $3,962,149



PENSKE AUTOMOTIVE GROUP, INC.

Selected Data

                     Second Quarter                Six Months

                     2009           2008           2009           2008

Total Retail Units:

New Retail           33,126         50,072         63,760         95,225

Used Retail          26,004         27,624         52,789         53,957

Total Retail         59,130         77,696         116,549        149,182

smart Wholesale      3,659          7,731          9,373          12,644
Units

Same-Store Retail
Units:

New Same-Store       31,547         49,224         60,293         93,616
Retail

Used Same-Store      24,442         27,291         49,299         53,179
Retail

Total Same-Store     55,989         76,515         109,592        146,795
Retail

Same-Store Retail
Revenue:

New Vehicles         $1,032,005     $1,700,979     $1,942,844     $3,296,339

Used Vehicles        613,578        797,035        1,180,459      1,572,843

Finance and          51,927         74,231         97,695         146,810
Insurance, Net

Service and Parts    312,656        352,979        621,356        704,167

Total Same-Store     $2,010,166     $2,925,224     $3,842,354     $5,720,159
Retail

Same-Store Retail
Revenue Growth:

New Vehicles         (39.3      %)  (8.4       %)  (41.1      %)  (6.9       %)

Used Vehicles        (23.0      %)  (2.8       %)  (24.9      %)  (0.5       %)

Finance and          (30.0      %)  (3.4       %)  (33.5      %)  0.3        %
Insurance, Net

Service and Parts    (11.4      %)  0.7        %   (11.8      %)  0.8        %

Revenue Mix:

New Vehicles         47.1       %   51.8       %   46.1       %   51.6       %

Used Vehicles        28.3       %   24.2       %   28.4       %   24.6       %

Finance and          2.4        %   2.3        %   2.3        %   2.3        %
Insurance, Net

Service and Parts    14.3       %   10.8       %   14.7       %   11.0       %

Distribution         2.3        %   3.0        %   3.0        %   2.5        %

Fleet and Wholesale  5.6        %   7.9        %   5.5        %   8.0        %

Average Retail
Selling Price:

New Vehicles         $32,946        $34,483        $32,347        $35,188

Used Vehicles        25,283         29,209         24,083         29,611

Gross Margin         17.0       %   14.9       %   17.0       %   15.1       %

Retail Gross Margin
- by Product:

New Vehicles         7.9        %   8.4        %   7.6        %   8.4        %

Used Vehicles        9.0        %   7.5        %   9.1        %   7.9        %

Service and Parts    55.1       %   56.1       %   54.6       %   56.1       %



PENSKE AUTOMOTIVE GROUP, INC.

Selected Data (Continued)

                             Second Quarter              Six Months

                             2009       2008             2009       2008

Gross Profit per Retail
Transaction:

New Vehicles                 $2,599     $2,885           $2,469     $2,950

Used Vehicles                2,281      2,182            2,183      2,332

Finance and Insurance        923        969              883        999

Brand Mix:

BMW                          21      %  21      %        22      %  21      %

Toyota / Lexus               18      %  19      %        18      %  19      %

Honda / Acura                15      %  15      %        15      %  15      %

Audi                         11      %  9       %        10      %  9       %

Mercedes Benz                10      %  10      %        10      %  10      %

Porsche                      4       %  3       %        4       %  3       %

Land Rover                   3       %  4       %        4       %  5       %

Ferrari / Maserati           3       %  4       %        3       %  4       %

Other                        15      %  15      %        14      %  14      %

                             100     %  100     %        100     %  100     %

Premium                      65      %  65      %        65      %  65      %

Foreign                      30      %  30      %        30      %  30      %

Domestic Big 3               5       %  5       %        5       %  5       %

                             100     %  100     %        100     %  100     %

Revenue Mix:

U.S.                         64      %  64      %        64      %  62      %

International                36      %  36      %        36      %  38      %

                             100     %  100     %        100     %  100     %

Rent Expense                 $42,699    $39,808          $82,281    $79,617

                                                         6/30/09    12/31/08

Debt to Total Capital Ratio                              52      %  57      %

Debt Covenant Compliance (U.S.):

Current Ratio (min 1.00:1)                               1.04:1     1.07:1

Fixed Charge Coverage Ratio (min 1.00:1)                 1.18:1     1.24:1

Ratio of Non-Floorplan Debt to Stockholders' Equity      0.69:1     0.86:1
(max 1.30:1)

Funded Debt to EBITDA Ratio (max                         1.42:1     1.26:1
2.50:1)

Debt Covenant Compliance (U.K.):

Capital Expenditures (max 50                             GBP23.8    GBP29.5
million)

EBITAR to Fixed Charges (min 1.40:1)                     1.91x      1.76x

Debt to EBITAR (max 3.25:1)                              0.77x      1.45x



    Source: Penske Automotive Group, Inc.
Contact: Penske Automotive Group, Inc. Bob O'Shaughnessy Chief Financial Officer 248-648-2800 boshaughnessy@penskeautomotive.com or Anthony R. Pordon Senior Vice President 248-648-2540 tpordon@penskeautomotive.com