8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): July 15, 2021

Penske Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12297	22-3086739
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2555 Telegraph Road, Bloomfield Hills, Michigan		48302
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		248-648-2500
	Not Applicable
Former name or former address, if changed since last report

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition

On July 15, 2021, we issued a press release preannouncing our preliminary estimated second quarter 2021 financial results and other information. A copy of the press release is furnished as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

The following information is furnished pursuant to Item 7.01 “Regulation FD Disclosure.”

On July 15, 2021, we issued a press release preannouncing our preliminary estimated second quarter 2021 financial results and other information. A copy of the press release is furnished as Exhibit 99.1.

Item 8.01 Other Events.

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

● Penske Automotive’s Twitter feed (www.twitter.com/penskecarscorp)

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

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

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

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit Index

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

SIGNATURES

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

	Penske Automotive Group, Inc.
July 15, 2021	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Executive Vice President

EX-99.1

Exhibit 99.1

Press Release

Penske Automotive Group, Inc.

2555 Telegraph Road

Bloomfield Hills. MI 48302-0954

FOR IMMEDIATE RELEASE

PENSKE AUTOMOTIVE ANNOUNCES RECORD PRELIMINARY

SECOND QUARTER 2021 RESULTS

Earnings Before Taxes Expected To Be More Than $450 Million

Earnings Before Taxes, Income From Continuing Operations and Earnings Per Share Expected To Increase By More than 600%

Schedules Second Quarter 2021 Earnings Call for July 28, 2021

BLOOMFIELD HILLS, MI, July 15, 2021 -- Penske Automotive Group, Inc. (NYSE: PAG), a diversified international transportation services company and one of the world’s premier automotive and commercial truck retailers, today announced preliminary estimates of its financial results for the three months ended June 30, 2021. Penske Automotive Group expects to report earnings before taxes of more than $450 million, income from continuing operations of more than $325 million and related earnings per share of more than $4.00, each representing an increase of more than 600% when compared to the three months ended June 30, 2020. These results include a net charge of approximately $13 million ($0.16 per share) relating to the previously completed refinancing of the company’s $500 million 5.50% senior subordinated notes due 2026 with $500 million 3.75% senior subordinated notes due 2029. Additionally, when compared to the three months ended June 30, 2019, earnings before taxes, income from continuing operations and related earnings per share is expected to increase by more than 175%.

Penske Automotive Group CEO and Chair said, “Our business produced a record second quarter driven by strength across all areas of our business. Strong volume and vehicle margins, a reopening of the U.K. market, a growing Class 8 commercial truck market, record performance at Penske Transportation Solutions and continuing cost controls all contributed to the record performance.” Penske continued, “Despite the ongoing disruption to new vehicle supply, our performance in the quarter demonstrates the strength of the auto and commercial truck retail model and the benefit from our diversification.”

The foregoing estimated results are based on preliminary information as of this date and are subject to change following completion of the quarter-end review process and other developments arising between now and the time financial results are finalized. In addition, these preliminary unaudited results are not comprehensive financial results for the three months ending June 30, 2021, should not be viewed as a substitute for complete GAAP financial statements or more comprehensive financial information, and are not indicative of the results for any future period.

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Penske Automotive Group also announced that it will host its second quarter 2021 financial results conference call as follows:

WHEN:Wednesday, July 28, 2021

TIME:2:00 p.m. (Eastern Daylight Time)

PHONE:United States, please call (866) 996-5381

International, please call (602) 585-9891

Conference ID: 9670988

Note: Callers should dial in 5-10 minutes before the call begins.

The call will follow the release that morning of second quarter 2021 earnings for Penske Automotive Group and will be simultaneously broadcast over the Internet. This simultaneous webcast may be accessed through the Investors section on the Penske Automotive Group website at www.penskeautomotive.com.

If you are unable to participate, a replay of the conference call will be available until Wednesday, August 4, 2021. To listen to the replay, please dial:

United States, please call (855) 859-2056

International, please call (404) 537-3406

Conference ID: 9670988

A rebroadcast of the conference call will also be available on www.penskeautomotive.com beginning approximately one hour after completion of the live broadcast.

About Penske Automotive

Penske Automotive Group, Inc., (NYSE:PAG) headquartered in Bloomfield Hills, Michigan, is a diversified international transportation services company and one of the world’s premier automotive and commercial truck retailers. PAG operates dealerships principally in the United States, the United Kingdom, Germany and Italy and is the largest retailer of commercial trucks in North America for Freightliner. PAG also distributes and retails commercial vehicles, diesel and gas engines, power systems and related parts and services principally in Australia and New Zealand. Additionally, PAG owns 28.9% of Penske Transportation Solutions, a business that manages a fleet of over 330,000 vehicles providing innovative transportation, supply chain and technology solutions to North American fleets. PAG is a member of the Fortune 500, Russell 1000, and Russell 3000 indexes, and is ranked among the World’s Most Admired Companies by Fortune Magazine. For additional information, visit the company’s website at www.penskeautomotive.com.

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Caution Concerning Forward Looking Statements

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding Penske Automotive Group, Inc.’s financial performance. Actual results may vary materially because of risks and uncertainties that are difficult to predict. These risks and uncertainties include, among others:, the duration, severity and resolution of the COVID-19 pandemic, government mandated restrictions on our business in light of COVID-19 or otherwise, economic conditions generally, conditions in the credit markets, changes in interest rates and foreign currency exchange rates, changes in tariff rates, new rules in place after the recent Brexit accord between the European Union and the U.K. could slow parts originating in the U.K. or Europe for distribution to our dealerships, adverse conditions affecting a particular manufacturer, including the adverse impact to the vehicle and parts supply chain due to limited vehicle availability due to the COVID-19 pandemic, the shortage of automotive semiconductor chips or other components, natural disasters, recall 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 Group’s business, markets, conditions, and other uncertainties, which could affect Penske Automotive Group’s future performance. These risks and uncertainties are addressed in Penske Automotive Group’s Form 10-K for the year ended December 31, 2020, and its other filings with the Securities and Exchange Commission (“SEC”). This press release speaks only as of its date, and Penske Automotive Group disclaims any duty to update the information herein.

Inquiries should contact:

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

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XML

Document and Entity Information	Jul. 15, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 15, 2021
Entity File Number	1-12297
Entity Registrant Name	Penske Automotive Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-3086739
Entity Address, Address Line One	2555 Telegraph Road
Entity Address, City or Town	Bloomfield Hills
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48302
City Area Code	248
Local Phone Number	648-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Voting Common Stock, par value $0.0001 per share
Trading Symbol	PAG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001019849
Amendment Flag	false