Penske Automotive (PAG) 10-Q 27 Oct 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 21, 2016
Document and Entity Information
Entity Registrant Name	PENSKE AUTOMOTIVE GROUP, INC.
Entity Central Index Key	1,019,849
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		85,176,155
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

CONSOLIDATED CONDENSED BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
ASSETS
Cash and cash equivalents	$ 89.4	$ 62.4
Accounts receivable, net of allowance for doubtful accounts of $4.6 and $4.2	853.9	782.3
Inventories	3,279.7	3,463.5
Other current assets	105.3	85.6
Assets held for sale	7.5	12.7
Total current assets	4,335.8	4,406.5
Property and equipment, net	1,587.8	1,520.1
Goodwill	1,313.8	1,323.2
Other indefinite-lived intangible assets	411.4	408
Equity method investments	891.3	336.4
Other long-term assets	19.3	19.2
Total assets	8,559.4	8,013.4
LIABILITIES AND EQUITY
Floor plan notes payable	2,073.2	2,247.2
Floor plan notes payable - non-trade	1,145.1	1,132.4
Accounts payable	506.1	493.8
Accrued expenses	389.2	378.1
Current portion of long-term debt	44.1	28
Liabilities held for sale	5.1	6.2
Total current liabilities	4,162.8	4,285.7
Long-term debt	1,833.5	1,247
Deferred tax liabilities	525.6	433.4
Other long-term liabilities	248.8	212.4
Total liabilities	6,770.7	6,178.5
Commitments and contingent liabilities (Note 9)
Penske Automotive Group stockholders' equity:
Common Stock
Additional paid-in-capital	494.3	656
Retained earnings	1,446.7	1,256.7
Accumulated other comprehensive income (loss)	(188.7)	(122.5)
Total Penske Automotive Group stockholders' equity	1,752.3	1,790.2
Non-controlling interest	36.4	44.7
Total equity	1,788.7	1,834.9
Total liabilities and equity	8,559.4	8,013.4
Non-voting Common Stock
Penske Automotive Group stockholders' equity:
Common Stock
Class C Common Stock
Penske Automotive Group stockholders' equity:
Common Stock

CONSOLIDATED CONDENSED BALANCE3

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 4.6	$ 4.2
Preferred Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	100,000	100,000
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	240,000,000	240,000,000
Common Stock, shares issued	85,176,155	89,524,724
Common Stock, shares outstanding	85,176,155	89,524,724
Non-voting Common Stock
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	7,125,000	7,125,000
Common Stock, shares issued	0	0
Common Stock, shares outstanding	0	0
Class C Common Stock
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	20,000,000	20,000,000
Common Stock, shares issued	0	0
Common Stock, shares outstanding	0	0

CONSOLIDATED CONDENSED STATEMEN

CONSOLIDATED CONDENSED STATEMENTS OF INCOME - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue:
Total revenues	$ 5,152	$ 4,960.1	$ 15,230.7	$ 14,363.6
Cost of sales:
Total cost of sales	4,407.8	4,230.9	12,991.4	12,213.2
Gross profit	744.2	729.2	2,239.3	2,150.4
Selling, general and administrative expenses	581.2	563.4	1,722.8	1,652.3
Depreciation	21.5	19.8	66.8	57.7
Operating income	141.5	146	449.7	440.4
Floor plan interest expense	(11.9)	(11.4)	(37.8)	(32.7)
Other interest expense	(25.1)	(16.3)	(61.8)	(49)
Equity in earnings of affiliates	25.6	11	43.1	29.7
Income from continuing operations before income taxes	130.1	129.3	393.2	388.4
Income taxes	(41.7)	(41.7)	(128.4)	(128.2)
Income from continuing operations	88.4	87.6	264.8	260.2
Income (loss) from discontinued operations, net of tax	0.1	(0.1)	(1.1)	(1.1)
Net income	88.5	87.5	263.7	259.1
Less: Income attributable to non-controlling interests	1	0.9	3.4	3.3
Net income attributable to Penske Automotive Group common stockholders	$ 87.5	$ 86.6	$ 260.3	$ 255.8
Basic earnings per share attributable to Penske Automotive Group common stockholders:
Continuing operations (in dollars per share)	$ 1.03	$ 0.96	$ 3.03	$ 2.85
Discontinued operations (in dollars per share)	0	0	(0.01)	(0.01)
Net income attributable to Penske Automotive Group common stockholders (in dollars per share)	$ 1.03	$ 0.96	$ 3.02	$ 2.84
Shares used in determining basic earnings per share (in shares)	85.2	90.1	86.2	90.2
Diluted earnings per share attributable to Penske Automotive Group common stockholders:
Continuing operations (in dollars per share)	$ 1.03	$ 0.96	$ 3.03	$ 2.85
Discontinued operations (in dollars per share)	0	0	(0.01)	(0.01)
Net income attributable to Penske Automotive Group common stockholders (in dollars per share)	$ 1.03	$ 0.96	$ 3.02	$ 2.84
Shares used in determining diluted earnings per share (in shares)	85.2	90.1	86.3	90.2
Amounts attributable to Penske Automotive Group common stockholders:
Income from continuing operations	$ 88.4	$ 87.6	$ 264.8	$ 260.2
Less: Income attributable to non-controlling interests	1	0.9	3.4	3.3
Income from continuing operations, net of tax	87.4	86.7	261.4	256.9
Income (loss) from discontinued operations, net of tax	0.1	(0.1)	(1.1)	(1.1)
Net income attributable to Penske Automotive Group common stockholders	$ 87.5	$ 86.6	$ 260.3	$ 255.8
Cash dividends per share (in dollars per share)	$ 0.28	$ 0.24	$ 0.81	$ 0.69
Retail Automotive Dealership
Revenue:
Total revenues	$ 4,772.1	$ 4,585.8	$ 14,121.8	$ 13,327.5
Cost of sales:
Total cost of sales	4,097.4	3,923.4	12,080.1	11,373.2
Retail Commercial Truck Dealership
Revenue:
Total revenues	266.1	268.5	782.3	703.1
Cost of sales:
Total cost of sales	227.9	228.5	672.6	592
Commercial Vehicle Distribution and Other
Revenue:
Total revenues	113.8	105.8	326.6	333
Cost of sales:
Total cost of sales	$ 82.5	$ 79	$ 238.7	$ 248

CONSOLIDATED CONDENSED STATEME5

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 88.5	$ 87.5	$ 263.7	$ 259.1
Other comprehensive income:
Foreign currency translation adjustment	(9.6)	(42)	(65.4)	(57)
Other adjustments to comprehensive income, net	(1.2)	(0.5)	0.3	(2.3)
Other comprehensive income (loss), net of tax	(10.8)	(42.5)	(65.1)	(59.3)
Comprehensive income	77.7	45	198.6	199.8
Less: Comprehensive income attributable to non-controlling interests	1.3	1.5	4.5	3.1
Comprehensive income attributable to Penske Automotive Group common stockholders	$ 76.4	$ 43.5	$ 194.1	$ 196.7

CONSOLIDATED CONDENSED STATEME6

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating Activities:
Net income	$ 263.7	$ 259.1
Adjustments to reconcile net income to net cash from continuing operating activities:
Depreciation	66.8	57.7
Earnings of equity method investments	(37.3)	(22.9)
Loss from discontinued operations, net of tax	1.1	1.1
Deferred income taxes	96.4	(9.9)
Changes in operating assets and liabilities:
Accounts receivable	(67.1)	(16.6)
Inventories	246.6	(180.4)
Floor plan notes payable	(174.1)	209.5
Accounts payable and accrued expenses	15.5	60.3
Other	45.6	15.5
Net cash provided by continuing operating activities	457.2	373.4
Investing Activities:
Purchase of equipment and improvements	(171.7)	(151.1)
Acquisition of additional ownership interest in Penske Truck Leasing	(498.5)
Acquisitions net, including repayment of sellers’ floor plan notes payable of $59.1 and $41.2, respectively	(106)	(85.4)
Other	(9.5)	0.2
Net cash used in continuing investing activities	(785.7)	(236.3)
Financing Activities:
Proceeds from borrowings under U.S. credit agreement revolving credit line	1,172.5	1,060.4
Repayments under U.S. credit agreement revolving credit line	(1,127.5)	(982.4)
Repayment of U.S. credit agreement term loan		(88)
Repayment of U.S. commercial truck capital loan		(60.5)
Issuance of 5.50% senior subordinated notes	500
Net borrowings (repayments) of other long-term debt	74.3	(95.2)
Net borrowings of floor plan notes payable — non-trade	12.8	94.6
Payment of debt issuance costs	(6.7)	(1.8)
Repurchases of common stock	(173.6)	(22)
Dividends	(70.3)	(62.3)
Other	(9.7)	(5.9)
Net cash provided by (used in) continuing financing activities	371.8	(163.1)
Discontinued operations:
Net cash provided by (used in) discontinued operating activities	1.3	(2.8)
Net cash provided by discontinued investing activities	1.7	129.6
Net cash used in discontinued financing activities		(87.1)
Net cash provided by discontinued operations	3	39.7
Effect of exchange rate changes on cash and cash equivalents	(19.3)	(0.3)
Net change in cash and cash equivalents	27	13.4
Cash and cash equivalents, beginning of period	62.4	36.3
Cash and cash equivalents, end of period	89.4	49.7
Cash paid for:
Interest	76.2	67.8
Income taxes	$ 37.2	100.3
Seller financed/assumed debt		$ 2.6

CONSOLIDATED CONDENSED STATEME7

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Repayment of Sellers' Floor Plan Notes Payable Dealership Acquisitions	$ 59.1	$ 41.2
5.375% Senior Subordinated Notes Due 2024
Interest rate (as a percent)	5.375%

CONSOLIDATED CONDENSED STATEME8

CONSOLIDATED CONDENSED STATEMENT OF EQUITY - 9 months ended Sep. 30, 2016 - USD ($) $ in Millions	Total Stockholders' Equity Attributable to Penske Automotive Group	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interest	Total
Balance at Dec. 31, 2015	$ 1,790.2		$ 656	$ 1,256.7	$ (122.5)	$ 44.7	$ 1,834.9
Balance (in shares) at Dec. 31, 2015		89,524,724
Increase (decrease) in stockholders' equity
Equity compensation	11.5		11.5				11.5
Equity compensation (in shares)		308,473
Repurchases of common stock	(173.6)		(173.6)				(173.6)
Repurchases of common stock (in shares)		(4,657,042)
Dividends	(70.3)			(70.3)			(70.3)
Purchase of subsidiary shares from non-controlling interest	(0.3)		(0.3)			(10.4)	(10.7)
Distributions to non-controlling interests						(2.3)	(2.3)
Foreign currency translation	(66.5)				(66.5)	1.1	(65.4)
Other	1		0.7		0.3	(0.1)	0.9
Net income	260.3			260.3		3.4	263.7
Balance at Sep. 30, 2016	$ 1,752.3		$ 494.3	$ 1,446.7	$ (188.7)	$ 36.4	$ 1,788.7
Balance (in shares) at Sep. 30, 2016		85,176,155

Interim Financial Statements

Interim Financial Statements	9 Months Ended
	Sep. 30, 2016
Interim Financial Statements.
Interim Financial Statements	1. Interim Financial Statements Business Overview 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. We are an international transportation services company that operates automotive and commercial truck dealerships principally in the United States, Canada and Western Europe, and distributes commercial vehicles, diesel engines, gas engines, power systems and related parts and services principally in Australia and New Zealand. Retail Automotive Dealership. We believe we are the second largest automotive retailer headquartered in the U.S. as measured by the $17.9 billion in total retail automotive dealership revenue we generated in 2015. As of September 30, 2016, we operated 349 automotive retail franchises, of which 163 franchises are located in the U.S. and 186 franchises are located outside of the U.S. The franchises outside the U.S. are located primarily in the U.K. In the nine months ended September 30, 2016, we retailed and wholesaled more than 419,000 vehicles. We are diversified geographically, with 59% of our total retail automotive dealership revenues in the nine months ended September 30, 2016 generated in the U.S. and Puerto Rico and 41% generated outside the U.S. We offer over 40 vehicle brands, with 72% of our retail automotive dealership revenue in the nine months ended September 30, 2016 generated from premium brands, such as Audi, BMW, Mercedes-Benz and Porsche. Each of our dealerships offer 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 and the sale and placement of third-party finance and insurance products, third-party extended service and maintenance contracts and replacement and aftermarket automotive products. We operate these dealerships under franchise agreements with a number of automotive manufacturers and distributors that are subject to certain rights and restrictions typical of the industry. During the nine months ended September 30, 2016, we acquired thirteen retail automotive franchises in the U.K., twelve of which we acquired in July and represent our acquisition of a dealer group in the U.K. which includes seven Volkswagen franchises, one BMW franchise, one MINI franchise, one Audi franchise, one Skoda franchise, and one SEAT franchise. During the nine months ended September 30, 2016, we were also awarded six retail automotive franchises, disposed of eight retail automotive franchises and transitioned seventeen franchises which represented the Scion brand to Toyota. During the first quarter of 2016, we acquired an additional 8% interest in the Jacobs Group, one of our German automotive dealership joint ventures and now own 68% of that joint venture. We began consolidating this joint venture during the third quarter of 2015. We also acquired a 49% interest in the Nicole Group, a luxury dealership group in Tokyo and nearby suburbs in January 2016. The Nicole Group operates four BMW and three MINI dealerships, a Rolls-Royce dealership and a Ferrari dealership, and is the exclusive importer and distributor of ALPINA. This investment is accounted for under the equity method. Subsequent to September 30, 2016, we made an additional investment in our Italian automotive dealership joint venture, which increased our ownership interest in that joint venture to 84%. This additional investment funded our acquisition of six retail automotive franchises in October 2016, consisting of three Porsche franchises, one Audi franchise, one Land Rover franchise, and one Volvo franchise in the Bologna, Italy market. Retail Commercial Truck Dealership. In November 2014, we acquired a controlling interest in a heavy and medium duty truck dealership group located primarily in Texas and Oklahoma, which we renamed Premier Truck Group (“PTG”). Prior to the 2014 transaction, we held a 32% interest in PTG and accounted for this investment under the equity method. During 2015, we acquired an additional 5% of PTG, bringing our ownership interest to 96%. In April 2016, we acquired the remaining ownership interests of PTG, bringing our total ownership interest to 100%. As of September 30, 2016, PTG operated nineteen locations, including fourteen full-service dealerships offering primarily Freightliner and Western Star branded trucks. Two of these locations, Chattanooga and Knoxville, were acquired in February 2015. Five of these locations were acquired in April 2016 and represent Freightliner and Western Star in the greater Toronto, Canada market area and service Highway 401, a major truck thoroughfare between Buffalo, New York and Detroit, Michigan. PTG also offers a full range of used trucks available for sale as well as service and parts departments, many of which are open 24 hours a day, seven days a week. Commercial Vehicle Distribution . We are 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. This business, known as Penske Commercial Vehicles Australia, distributes commercial vehicles and parts to a network of more than 70 dealership locations, including three company-owned retail commercial vehicle dealerships. We are also a leading distributor of diesel and gas engines and power systems, principally representing MTU, Detroit Diesel, Mercedes-Benz Industrial, Allison Transmission and MTU Onsite Energy. This business, known as Penske Power Systems, offers products across the on- and off-highway markets in Australia, New Zealand and portions of the Pacific and supports full parts and aftersales service through a network of branches, field locations and dealers across the region. The on-highway portion of this business complements our existing Penske Commercial Vehicles Australia distribution business. Penske Truck Leasing. We currently hold a 23.4% ownership interest in Penske Truck Leasing Co., L.P. (“PTL”), a leading provider of transportation and supply chain services. PTL operates and maintains more than 240,000 vehicles and serves customers in North America, South America, Europe, Australia and Asia and is one of the largest purchasers of commercial trucks in North America. Product lines include full-service truck leasing, contract maintenance, commercial and consumer truck rentals, used truck sales, transportation and warehousing management and supply chain management solutions. On July 27, 2016, we acquired an additional 14.4% ownership interest in PTL from subsidiaries of GE Capital Global Holdings, LLC (collectively, “GE Capital”) for approximately $498.5 million in cash to bring our total ownership interest to 23.4%. Prior to this acquisition, we held a 9.0% ownership interest in PTL. PTL is currently owned 41.1% by Penske Corporation, 23.4% by us, 20.0% by affiliates of Mitsui & Co., Ltd. (“Mitsui”), and 15.5% by GE Capital. 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. 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 have been condensed or omitted pursuant to the SEC rules and regulations. The information presented as of September 30, 2016 and December 31, 2015 and for the three and nine month periods ended September 30, 2016 and 2015 is unaudited, but includes all adjustments which our management believes to be necessary for the fair presentation of results for the periods presented. The consolidated condensed financial statements for prior periods have been revised for entities that have been treated as discontinued operations, and 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, 2015, which are included as part of our Annual Report on Form 10-K. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers using a five-step model that requires entities to exercise judgment when considering the terms of contracts with customers. This ASU can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date” providing for a one-year deferral of the effective date of ASU 2014-09 from January 1, 2017 to January 1, 2018; however, early adoption is still permissible as of January 1, 2017 for public entities. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations.” The amendments under this ASU clarify the implementation guidance on principal versus agent considerations included within ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing.” This ASU includes updates which are intended to reduce the cost and complexity of applying guidance on identifying promised goods and services under Topic 606. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients.” This ASU clarifies several aspects of Topic 606 such as the assessment of collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. We are currently assessing the impact the adoption of these accounting standard updates will have on our consolidated financial position, results of operations, and cash flows. In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU No. 2015-15, “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which clarifies the treatment of debt issuance costs associated with line-of-credit arrangements that were not specifically addressed in ASU 2015-03. ASU 2015-15 states that entities may elect to continue to treat debt issuance costs associated with lines of credit as an asset, consistent with current treatment. We adopted these accounting standard updates in the first quarter of 2016. We applied this new guidance retrospectively, which resulted in the reclassification of debt issuance costs from other current and other long-term assets to current and long-term debt for the periods presented. Amounts reclassified from “Other current assets” to “Current portion of long-term debt” were $1.2 million as of December 31, 2015. Amounts reclassified from “Other long-term assets” to “Long-term debt” were $8.1 million as of December 31, 2015. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory (Topic 330).” Under ASU 2015-11, inventory that is measured using the first-in, first-out (FIFO) or average cost methods should be measured at the lower of cost or net realizable value. This ASU does not impact inventory measurement under the last-in, first-out (LIFO) or retail inventory methods. This ASU is effective for us beginning after January 1, 2017. We do not expect the adoption of this accounting standard update to have a material impact on our consolidated financial position, results of operations, and cash flows. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” Under ASU 2015-16, acquirers will be required to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, eliminating the requirement to retrospectively account for such adjustments. We adopted this accounting standard update effective January 1, 2016. The adoption of ASU No. 2015-16 has not had a material impact on our consolidated financial position, results of operations, or cash flows. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) — Balance Sheet Classification of Deferred Taxes.” Under ASU 2015-17, entities will be required to classify all deferred tax liabilities and assets as noncurrent in a classified statement of financial position. This ASU is effective for us beginning after January 1, 2017. Other than the revised presentation of our consolidated balance sheets, we do not expect the adoption of this accounting standard update to have a material impact on our consolidated financial position, results of operations, and cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under this new guidance, a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This ASU is effective for us beginning after January 1, 2019. The adoption of this ASU will result in a significant increase in lease liabilities and right-of-use assets on our consolidated balance sheets. We are currently evaluating the other effects the adoption of this ASU will have on our consolidated financial statements. We believe our current off-balance sheet leasing commitments are reflected in our credit rating. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718) – Improvement to Employee Share-Based Payment Accounting.” This ASU simplified several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for us beginning after January 1, 2017. We are currently assessing the impact the adoption of this update will have on our consolidated financial position, results of operations, and cash flows. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments.” This ASU provides new guidance on eight specific cash flow issues related to how such cash receipts and cash payments should be presented in a statement of cash flows. This ASU is effective for us beginning after January 1, 2018. We are currently assessing the impact the adoption of this update will have on our consolidated cash flows. Assets Held for Sale and Discontinued Operations We classify an entity as held for sale in the period in which all of the following criteria are met: · management, having the authority to approve the action, commits to a plan to sell the entity; · the entity is available for immediate sale in its present condition; · an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; · the sale is probable and transfer is expected to be completed within one year; · the entity is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and · actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. In April 2014, the FASB issued ASU No. 2014-08 that changed the definition of a discontinued operation to include only those disposals of components of an entity or components of an entity that are classified as held for sale that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. We adopted this accounting standard update effective January 1, 2015. Prior to the adoption of ASU No. 2014-08, we accounted for dispositions as discontinued operations when it was evident that the operations and cash flows of an entity being disposed of would be eliminated from ongoing operations, and we would not have any significant continuing involvement in its operations. The results of operations for those entities that were classified as discontinued operations prior to adoption of ASU No. 2014-08 are included in “Income (loss) from discontinued operations” in the accompanying Consolidated Condensed Statements of Income for all periods presented and will continue to be reported within discontinued operations in the future. Beginning with disposals or entities classified as held for sale subsequent to January 1, 2015, only those that represent a strategic shift that has, or will have, a major impact on our operations and financial results will be included in discontinued operations. We had no entities newly classified as held for sale during the nine months ended September 30, 2016 that met the criteria to be classified as discontinued operations. As such, the combined financial information presented below represents only retail automotive dealerships and our car rental business that were classified as discontinued operations prior to adoption of ASU No. 2014-08: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ $ $ $ Pre-tax gain (loss) Pre-tax gain on disposal — — — September 30, December 31, 2016 2015 Inventories $ $ Other assets Total assets $ $ Floor plan notes payable (including non-trade) $ $ Other liabilities Total liabilities $ $ Divestitures During the nine months ended September 30, 2016, we disposed of eight retail automotive franchises and one retail commercial truck parts location, and transitioned seventeen retail automotive franchises which represented the Scion brand to Toyota. The results of operations for two of the retail automotive franchises are included in discontinued operations for the nine months ended September 30, 2016 and for the three and nine months ended September 30, 2015. The remaining twenty-three retail automotive franchises and retail commercial truck parts location did not meet the criteria to be classified as held for sale and treated as discontinued operations. Therefore, the results of operations for these businesses are included within continuing operations for the three and nine months ended September 30, 2016 and 2015. In February 2015, we divested our car rental business that included Hertz car rental franchises in the Memphis, Tennessee market and certain markets throughout Indiana. We received proceeds of $17.8 million from the sale, excluding sales of car rental vehicles. The results of operations of our car rental business are included in discontinued operations for the nine months ended September 30, 2015. Estimates The preparation of financial statements in conformity 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 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 that 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, forward exchange contracts and interest rate swaps used to hedge future cash flows. Other than our fixed rate debt, the carrying amount of all significant financial 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 current market interest rates for similar types of financial instruments (Level 2). A summary of the carrying values and fair values of our 5.75% senior subordinated notes, 5.375% senior subordinated notes, 5.50% senior subordinated notes, and our fixed rate mortgage facilities are as follows: September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value 5.75% senior subordinated notes due 2022 $ $ $ $ 5.375% senior subordinated notes due 2024 5.50% senior subordinated notes due 2026 — — Mortgage facilities

Inventories

Inventories	9 Months Ended
	Sep. 30, 2016
Inventories
Inventories	2. Inventories Inventories consisted of the following: September 30, December 31, 2016 2015 Retail automotive dealership new vehicles $ $ Retail automotive dealership used vehicles Retail automotive parts, accessories and other Retail commercial truck dealership vehicles and parts Commercial vehicle distribution vehicles and parts Total inventories $ $ We receive credits from certain vehicle manufacturers that reduce cost of sales when the vehicles are sold. Such credits amounted to $12.9 million and $12.5 million during the three months ended September 30, 2016 and 2015, respectively, and $38.2 million and $32.7 million during the nine months ended September 30, 2016 and 2015, respectively.

Business Combinations

Business Combinations	9 Months Ended
	Sep. 30, 2016
Business Combinations
Business Combinations	3. Business Combinations We acquired thirteen retail automotive franchises and five retail commercial truck dealerships during the nine months ended September 30, 2016. During the nine months ended September 30, 2015, we acquired one retail automotive franchise and two retail commercial truck dealerships and made an additional investment in the Jacobs Group, discussed above, to gain control of that joint venture which was previously accounted for under the equity method. Our financial statements include the results of operations of the acquired entities 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. A summary of the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed for the nine months ended September 30, 2016 and 2015 follows: September 30, 2016 2015 Accounts receivable $ $ Inventory Other current assets Property and equipment Indefinite-lived intangibles Other non-current assets Current liabilities Non-current liabilities Total consideration Seller financed/assumed debt — Seller assumed floor plan — Fair value of previously held interest — Fair value of non-controlling interest — Total cash used in acquisitions $ $ The following unaudited consolidated pro forma results of operations of PAG for the three and nine months ended September 30, 2016 and 2015 give effect to acquisitions consummated during 2016 and 2015 as if they had occurred effective at the beginning of the periods: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ $ $ $ Income from continuing operations Net income Income from continuing operations per diluted common share $ $ $ $ Net income per diluted common share $ $ $ $

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2016
Intangible Assets
Intangible Assets	4. Intangible Assets Following is a summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets during the nine months ended September 30, 2016: Other Indefinite- Lived Intangible Goodwill Assets Balance, January 1, 2016 $ $ Additions Disposals — Foreign currency translation Balance, September 30, 2016 $ $ The additions during the nine months ended September 30, 2016 were within our Retail Automotive and Retail Commercial Truck reportable segments. The disposals during the nine months ended September 30, 2016 were within our Retail Automotive reportable segment. As of September 30, 2016, the goodwill balance within our Retail Automotive, Retail Commercial Truck, and Other reportable segments was $1,067.5 million, $161.0 million and $85.3 million, respectively.

Vehicle Financing

Vehicle Financing	9 Months Ended
	Sep. 30, 2016
Vehicle Financing
Vehicle Financing	5. 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, defined London Interbank Offered Rate (“LIBOR”), the Finance House Base Rate, the Euro Interbank Offered Rate, the Canadian Prime Rate, or the Australian or New Zealand Bank Bill Swap Rate (“BBSW”). To date, we have not experienced any material limitation with respect to the amount or availability of financing from any institution providing us 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 1.5% for the nine months ended September 30, 2016 and 1.5% for the nine months ended September 30, 2015. 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.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2016
Earnings Per Share
Earnings Per Share	6. Earnings Per Share Basic earnings per share is computed using net income attributable to Penske Automotive Group common stockholders and the number of weighted average shares of voting common stock outstanding, including outstanding unvested equity awards which contain rights to non-forfeitable dividends. Diluted earnings per share is computed using net income attributable to Penske Automotive Group common stockholders and the number of weighted average shares of voting common stock outstanding, adjusted for any dilutive effects. A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2016 and 2015 follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Weighted average number of common shares outstanding Effect of non-participatory equity compensation Weighted average number of common shares outstanding, including effect of dilutive securities

Long-Term Debt

Long-Term Debt	9 Months Ended
	Sep. 30, 2016
Long-Term Debt
Long-Term Debt	7. Long-Term Debt Long-term debt consisted of the following: September 30, December 31, 2016 2015 U.S. credit agreement — revolving credit line $ $ U.K. credit agreement — revolving credit line U.K. credit agreement — overdraft line of credit — — 5.50% senior subordinated notes due 2026 — 5.375% senior subordinated notes due 2024 5.75% senior subordinated notes due 2022 Australia working capital loan agreement Mortgage facilities Other Total long-term debt Less: current portion Net long-term debt $ $ U.S. Credit Agreement Our U.S. credit agreement (the “U.S. credit agreement”) with Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation provides for up to $700.0 million in revolving loans for working capital, acquisitions, capital expenditures, investments and other general corporate purposes, which includes $250.0 million in revolving loans solely for future U.S. acquisitions. In connection with the purchase of PTL interests noted previously, we amended the U.S. credit agreement to allow for the purchase of interests, to provide for a maximum of $150.0 million of future borrowings under the U.S. credit agreement for foreign acquisitions and to extend the facility for an additional year through September 30, 2019, pursuant the U.S. credit agreement’s “evergreen” termination provisions. The revolving loans bear interest at LIBOR plus 2.00%, subject to an incremental 1.50% for uncollateralized borrowings in excess of a defined borrowing base. 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 covenants that, among other things, restrict our ability to dispose of assets, incur additional indebtedness, repay 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 September 30, 2016, we had $205.0 million of revolver borrowings outstanding under the U.S. credit agreement. U.K. Credit Agreement Our subsidiaries in the U.K. (the “U.K. subsidiaries”) are party to a £150.0 million revolving credit agreement with the Royal Bank of Scotland plc (RBS) and BMW Financial Services (GB) Limited, and an additional demand overdraft line of credit with RBS (collectively, the “U.K. credit agreement”) to be used for working capital, acquisitions, capital expenditures, investments and general corporate purposes. The loans mature on the termination date of the facility, which is December 19, 2019. The revolving loans bear interest between defined LIBOR plus 1.35% and defined LIBOR plus 3.0% and the demand overdraft line of credit bears interest at the Bank of England Base Rate plus 1.75%. As of September 30, 2016, outstanding loans under the U.K. credit agreement amounted to £68.0 million ($88.2 million). 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, restrict 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. 5.50% Senior Subordinated Notes due 2026 In May 2016, we issued $500.0 million in aggregate principal amount of 5.50% Senior Subordinated Notes due 2026 (the “5.50% Notes”). Interest on the 5.50% Notes is payable semi-annually on May 15 and November 15 of each year. The 5.50% Notes mature on May 15, 2026, unless earlier redeemed or purchased by us. The 5.50% Notes are our unsecured senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our existing 100% owned U.S. subsidiaries. The 5.50% Notes also contain customary negative covenants and events of default. Prior to May 15, 2021, we may redeem the 5.50% Notes at a redemption price equal to 100% of the principal amount of the 5.50% Notes, plus an applicable make whole premium, and any accrued and unpaid interest. On or after May 15, 2021, we may redeem the 5.50% Notes for cash at the redemption prices noted in the indenture, plus any accrued and unpaid interest. We may also redeem up to 40% of the 5.50% Notes using the proceeds of specified equity offerings at any time prior to May 15, 2019 at a price specified in the indenture. If we experience certain “change of control” events specified in the indenture, holders of the 5.50% 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. 5.375% Senior Subordinated Notes due 2024 In November 2014, we issued $300.0 million in aggregate principal amount of 5.375% Senior Subordinated Notes due 2024 (the “5.375% Notes”). Interest on the 5.375% Notes is payable semi-annually on June 1 and December 1 of each year. The 5.375% Notes mature on December 1, 2024, unless earlier redeemed or purchased by us. The 5.375% Notes are our unsecured senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our existing 100% owned U.S. subsidiaries. The 5.375% Notes also contain customary negative covenants and events of default. Prior to December 1, 2019, we may redeem the 5.375% Notes at a redemption price equal to 100% of the principal amount of the 5.375% Notes, plus an applicable make whole premium, and any accrued and unpaid interest. On or after December 1, 2019, we may redeem the 5.375% Notes for cash at the redemption prices noted in the indenture, plus any accrued and unpaid interest. We may also redeem up to 40% of the 5.375% Notes using the proceeds of specified equity offerings at any time prior to December 1, 2017 at a price specified in the indenture. If we experience certain “change of control” events specified in the indenture, holders of the 5.375% 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. 5.75% Senior Subordinated Notes due 2022 In August 2012, we issued $550.0 million in aggregate principal amount of 5.75% Senior Subordinated Notes due 2022 (the “5.75% Notes”). Interest on the 5.75% Notes is payable semi-annually on April 1 and October 1 of each year. The 5.75% Notes mature on October 1, 2022, unless earlier redeemed or purchased by us. The 5.75% Notes are our unsecured senior subordinated obligations and are guaranteed on an unsecured senior subordinated basis by our existing 100% owned U.S. subsidiaries. The 5.75% Notes also contain customary negative covenants and events of default. Prior to October 1, 2017, we may redeem the 5.75% Notes at a redemption price equal to 100% of the principal amount of the 5.75% Notes, plus an applicable make whole premium, and any accrued and unpaid interest. On or after October 1, 2017, we may redeem the 5.75% Notes for cash at the redemption prices noted in the indenture, plus any accrued and unpaid interest. If we experience certain “change of control” events specified in the indenture, holders of the 5.75% 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. Australia Working Capital Loan Agreement In March 2016, our commercial vehicle distribution business expanded its working capital loan agreement with Mercedes-Benz Financial Services Australia Pty Ltd principally to increase the borrowing capacity from AU $28.0 million to AU $44.3 million and to provide working capital availability for use by both Penske Commercial Vehicles Australia and Penske Power Systems. This agreement provides the lender with a secured interest in all assets of our commercial vehicle distribution business. The loan bears interest at the Australian BBSW 30-day Bill Rate plus 2.35%. In July 2016, we expanded the capacity of this agreement by AU $6.2 million and now have AU $50.5 million of borrowing capacity under the working capital loan agreement. As of September 30, 2016, we had AU $34.7 million ($26.6 million) outstanding under the working capital loan agreement. Mortgage Facilities We are party to several mortgages that bear interest at defined rates and require monthly principal and interest payments. These 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 franchises 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 September 30, 2016, we owed $202.5 million of principal under our mortgage facilities.

Derivatives and Hedging

Derivatives and Hedging	9 Months Ended
	Sep. 30, 2016
Derivatives and Hedging
Derivatives and Hedging	8. Derivatives and Hedging Penske Commercial Vehicles Australia and Penske Power Systems sell vehicles, engines, parts and other products purchased from manufacturers in the U.S., Germany, and the U.K. In order to protect against exchange rate movements, Penske Commercial Vehicles Australia and Penske Power Systems enter into foreign exchange forward contracts against anticipated cash flows. The contracts are timed to mature when major shipments are scheduled to arrive in Australia and when receipt of payment from customers is expected. We classify our foreign exchange forward contracts as cash flow hedges and state them at fair value. We used Level 2 inputs to estimate the fair value of the foreign exchange forward contracts. The fair value of the contracts designated as hedging instruments was estimated to be a liability of $1.2 million and $1.1 million as of September 30, 2016 and December 31, 2015, respectively.

Commitments and Contingent Liab

Commitments and Contingent Liabilities	9 Months Ended
	Sep. 30, 2016
Commitments and Contingent Liabilities
Commitments and Contingent Liabilities	9. 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 September 30, 2016, 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 have historically structured our operations so as to minimize ownership of real property. As a result, we lease or sublease substantially all of our facilities. These leases are generally for a period between 5 and 20 years, and are typically structured to include renewal options at our election. 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. 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 currently hold a 23.4% ownership interest in PTL. Historically, affiliates of GE Capital (“GEC”) provided PTL with a majority of its financing, though PTL has refinanced all of its GEC indebtedness. As part of that refinancing, we and the other PTL partners created a new company (“Holdings”), which, together with GEC, co-issued $700.0 million of 3.8% senior unsecured notes due 2019 (the “Holdings Bonds”). GEC agreed to be a co-obligor of the Holdings Bonds in order to achieve lower interest rates on the Holdings Bonds. As part of Mitsui’s purchase of its 20.0% ownership interest in PTL in March 2015, the ownership interest of GEC in Holdings was redeemed, Holdings was relieved of its obligations under the indenture for the Holdings Bonds, and Holdings became obligated to pay to GEC 50.1% of all interest and principal due under, and 100% of the expenses related to, the Holdings Bonds to the extent Holdings has cash in excess of a certain level of permitted working capital, subject to certain limitations. Additional capital contributions from the members may be required to the extent Holdings is unable to pay those amounts. We have agreed to indemnify GEC for 9.0% of any principal or interest that GEC is required to pay on these bonds and pay GEC an annual fee of approximately $0.95 million for acting as obligor. The maximum amount of our contingent obligations to GEC under this agreement is 9.0% of the required principal repayment due in 2019 (which is expected to be $63.1 million) and 9.0% of interest payments under the Holdings Bonds, plus fees and default interest, if any. Our floor plan credit agreement with Mercedes Benz Financial Services Australia (“MBA”) provides us revolving loans for the acquisition of commercial vehicles for distribution to our retail network. This facility includes a limited parent guarantee and a commitment to repurchase dealer vehicles in the event the dealer’s floor plan agreement with MBA is terminated. We have $33.1 million of letters of credit outstanding as of September 30, 2016, and have posted $12.6 million of surety bonds in the ordinary course of business.

Equity

Equity	9 Months Ended
	Sep. 30, 2016
Equity
Equity	10. Equity During the nine months ended September 30, 2016, we repurchased or acquired 4,657,042 shares of our common stock. In the first quarter of 2016, we repurchased 4,512,325 shares of our outstanding common stock for $167.9 million, or an average of $37.21 per share, under our securities repurchase program approved by our Board of Directors. During the second and third quarters of 2016, we did not repurchase any common stock under this program. As of September 30, 2016, our remaining authorization under the program was $32.1 million. During the second quarter of 2016, we acquired 144,717 shares of our common stock for $5.7 million, or an average of $39.47 per share, from employees in connection with a net share settlement feature of employee equity awards. We did not acquire any additional shares in connection with the net share settlement feature of employee equity awards during the third quarter of 2016.

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income/(Loss)	9 Months Ended
	Sep. 30, 2016
Accumulated Other Comprehensive Income/(Loss)
Accumulated Other Comprehensive Income/(Loss)	11. 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 nine months ended September 30, 2016 and 2015, respectively, attributable to Penske Automotive Group common stockholders follows: Three Months Ended September 30, 2016 Foreign Currency Translation Other Total Balance at June 30, 2016 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2016 $ $ $ Three Months Ended September 30, 2015 Foreign Currency Translation Other Total Balance at June 30, 2015 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2015 $ $ $ Nine Months Ended September 30, 2016 Foreign Currency Translation Other Total Balance at December 31, 2015 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2016 $ $ $ Nine Months Ended September 30, 2015 Foreign Currency Translation Other Total Balance at December 31, 2014 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2015 $ $ $

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2016
Segment Information
Segment Information	12. Segment Information Our operations are organized by management into operating segments by line of business and geography. We have determined that we have three reportable segments as defined in generally accepted accounting principles for segment reporting: (i) Retail Automotive, consisting of retail automotive dealership operations, (ii) Retail Commercial Truck, consisting of our retail commercial truck dealership operations in the U.S. and Canada, and (iii) Other, consisting of our commercial vehicle and power systems distribution operations and our other investments in non-automotive operations. 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 have been grouped into four geographic operating segments: Eastern, Central, and Western United States and International. The geographic 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 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 nine months ended September 30, 2016 and 2015 follows: Three Months Ended September 30 Retail Retail Commercial Intersegment Automotive Truck Other Elimination Total Revenues 2016 $ $ $ $ $ 2015 Segment income 2016 $ $ $ $ — $ 2015 — Nine Months Ended September 30 Retail Retail Commercial Intersegment Automotive Truck Other Elimination Total Revenues 2016 $ $ $ $ $ 2015 Segment income 2016 $ $ $ $ — $ 2015 —

Condensed Consolidating Financi

Condensed Consolidating Financial Information	9 Months Ended
	Sep. 30, 2016
Condensed Consolidating Financial Information
Condensed Consolidating Financial Information	13. Condensed Consolidating Financial Information The following tables include condensed consolidating financial information as of September 30, 2016 and December 31, 2015 and for the three and nine month periods ended September 30, 2016 and 2015 for Penske Automotive Group, Inc. (as the issuer of the 5.75% Notes, the 5.375% Notes, and the 5.50% Notes), guarantor subsidiaries and non-guarantor subsidiaries (primarily representing non-U.S. entities). 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. CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2016 Penske Total Automotive Guarantor Non‑Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Cash and cash equivalents $ $ — $ — $ $ Accounts receivable, net Inventories — — Other current assets — Assets held for sale — — — Total current assets Property and equipment, net — Intangible assets — — Equity method investments — — Other long-term assets Total assets $ $ $ $ $ Floor plan notes payable $ $ — $ — $ $ Floor plan notes payable—non-trade — Accounts payable — Accrued expenses — Current portion of long-term debt — — Liabilities held for sale — — — Total current liabilities Long-term debt Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Total equity Total liabilities and equity $ $ $ $ $ CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 Penske Total Automotive Guarantor Non‑Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Cash and cash equivalents $ $ — $ — $ — $ Accounts receivable, net Inventories — — Other current assets — Assets held for sale — — Total current assets Property and equipment, net — Intangible assets — — Equity method investments — — Other long-term assets Total assets $ $ $ $ $ Floor plan notes payable $ $ — $ — $ $ Floor plan notes payable—non-trade — Accounts payable — Accrued expenses Current portion of long-term debt — — Liabilities held for sale — — Total current liabilities Long-term debt Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Total equity Total liabilities and equity $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2016 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations Income (loss) from discontinued operations, net of tax — Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2015 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations (Loss) income from discontinued operations, net of tax — Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2016 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations (Loss) income from discontinued operations, net of tax Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2015 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations (Loss) income from discontinued operations, net of tax Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016 Penske Total Automotive Guarantor Non‑Guarantor Company Group Subsidiaries Subsidiaries (In millions) Net cash provided by (used in) continuing operating activities $ $ $ $ Investing activities: Purchase of equipment and improvements Acquisition of additional ownership interest in Penske Truck Leasing — — Acquisitions, net — — Other — Net cash used in continuing investing activities Financing activities: Net borrowings of long-term debt Net borrowings (repayments) of floor plan notes payable—non-trade Issuance of 5.50% senior subordinated notes — — Payment of debt issuance costs — — Repurchases of common stock — — Dividends — — Other — — Distributions from (to) parent — Net cash provided by (used in) continuing financing activities Net cash provided by discontinued operations — Effect of exchange rate changes on cash and cash equivalents — — Net change in cash and cash equivalents — Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ $ — $ $ CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2015 Penske Total Automotive Guarantor Non‑Guarantor Company Group Subsidiaries Subsidiaries (In millions) Net cash provided by continuing operating activities $ $ $ $ Investing activities: Purchase of equipment and improvements Acquisitions, net — Other — — Net cash used in continuing investing activities Financing activities: Net (repayments) borrowings of long-term debt Net borrowings (repayments) of floor plan notes payable—non-trade Payment of debt issuance costs — — Repurchases of common stock — — Dividends — — Other — — Distributions from (to) parent — — Net cash used in continuing financing activities Net cash provided by discontinued operations — Effect of exchange rate changes on cash and cash equivalents — — Net change in cash and cash equivalents — — Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ $ — $ — $

Interim Financial Statements (P

Interim Financial Statements (Policies)	9 Months Ended
	Sep. 30, 2016
Interim Financial Statements.
Basis of Presentation	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 have been condensed or omitted pursuant to the SEC rules and regulations. The information presented as of September 30, 2016 and December 31, 2015 and for the three and nine month periods ended September 30, 2016 and 2015 is unaudited, but includes all adjustments which our management believes to be necessary for the fair presentation of results for the periods presented. The consolidated condensed financial statements for prior periods have been revised for entities that have been treated as discontinued operations, and 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, 2015, which are included as part of our Annual Report on Form 10-K.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This ASU supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU No. 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers using a five-step model that requires entities to exercise judgment when considering the terms of contracts with customers. This ASU can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. In August 2015, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date” providing for a one-year deferral of the effective date of ASU 2014-09 from January 1, 2017 to January 1, 2018; however, early adoption is still permissible as of January 1, 2017 for public entities. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations.” The amendments under this ASU clarify the implementation guidance on principal versus agent considerations included within ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing.” This ASU includes updates which are intended to reduce the cost and complexity of applying guidance on identifying promised goods and services under Topic 606. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients.” This ASU clarifies several aspects of Topic 606 such as the assessment of collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. We are currently assessing the impact the adoption of these accounting standard updates will have on our consolidated financial position, results of operations, and cash flows. In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU No. 2015-15, “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which clarifies the treatment of debt issuance costs associated with line-of-credit arrangements that were not specifically addressed in ASU 2015-03. ASU 2015-15 states that entities may elect to continue to treat debt issuance costs associated with lines of credit as an asset, consistent with current treatment. We adopted these accounting standard updates in the first quarter of 2016. We applied this new guidance retrospectively, which resulted in the reclassification of debt issuance costs from other current and other long-term assets to current and long-term debt for the periods presented. Amounts reclassified from “Other current assets” to “Current portion of long-term debt” were $1.2 million as of December 31, 2015. Amounts reclassified from “Other long-term assets” to “Long-term debt” were $8.1 million as of December 31, 2015. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory (Topic 330).” Under ASU 2015-11, inventory that is measured using the first-in, first-out (FIFO) or average cost methods should be measured at the lower of cost or net realizable value. This ASU does not impact inventory measurement under the last-in, first-out (LIFO) or retail inventory methods. This ASU is effective for us beginning after January 1, 2017. We do not expect the adoption of this accounting standard update to have a material impact on our consolidated financial position, results of operations, and cash flows. In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” Under ASU 2015-16, acquirers will be required to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, eliminating the requirement to retrospectively account for such adjustments. We adopted this accounting standard update effective January 1, 2016. The adoption of ASU No. 2015-16 has not had a material impact on our consolidated financial position, results of operations, or cash flows. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) — Balance Sheet Classification of Deferred Taxes.” Under ASU 2015-17, entities will be required to classify all deferred tax liabilities and assets as noncurrent in a classified statement of financial position. This ASU is effective for us beginning after January 1, 2017. Other than the revised presentation of our consolidated balance sheets, we do not expect the adoption of this accounting standard update to have a material impact on our consolidated financial position, results of operations, and cash flows. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under this new guidance, a company will now recognize most leases on its balance sheet as lease liabilities with corresponding right-of-use assets. This ASU is effective for us beginning after January 1, 2019. The adoption of this ASU will result in a significant increase in lease liabilities and right-of-use assets on our consolidated balance sheets. We are currently evaluating the other effects the adoption of this ASU will have on our consolidated financial statements. We believe our current off-balance sheet leasing commitments are reflected in our credit rating. In March 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718) – Improvement to Employee Share-Based Payment Accounting.” This ASU simplified several aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for us beginning after January 1, 2017. We are currently assessing the impact the adoption of this update will have on our consolidated financial position, results of operations, and cash flows. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments.” This ASU provides new guidance on eight specific cash flow issues related to how such cash receipts and cash payments should be presented in a statement of cash flows. This ASU is effective for us beginning after January 1, 2018. We are currently assessing the impact the adoption of this update will have on our consolidated cash flows.
Assets Held For Sale and Discontinued Operations	Assets Held for Sale and Discontinued Operations We classify an entity as held for sale in the period in which all of the following criteria are met: · management, having the authority to approve the action, commits to a plan to sell the entity; · the entity is available for immediate sale in its present condition; · an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; · the sale is probable and transfer is expected to be completed within one year; · the entity is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and · actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. In April 2014, the FASB issued ASU No. 2014-08 that changed the definition of a discontinued operation to include only those disposals of components of an entity or components of an entity that are classified as held for sale that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. We adopted this accounting standard update effective January 1, 2015. Prior to the adoption of ASU No. 2014-08, we accounted for dispositions as discontinued operations when it was evident that the operations and cash flows of an entity being disposed of would be eliminated from ongoing operations, and we would not have any significant continuing involvement in its operations. The results of operations for those entities that were classified as discontinued operations prior to adoption of ASU No. 2014-08 are included in “Income (loss) from discontinued operations” in the accompanying Consolidated Condensed Statements of Income for all periods presented and will continue to be reported within discontinued operations in the future. Beginning with disposals or entities classified as held for sale subsequent to January 1, 2015, only those that represent a strategic shift that has, or will have, a major impact on our operations and financial results will be included in discontinued operations. We had no entities newly classified as held for sale during the nine months ended September 30, 2016 that met the criteria to be classified as discontinued operations. As such, the combined financial information presented below represents only retail automotive dealerships and our car rental business that were classified as discontinued operations prior to adoption of ASU No. 2014-08: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ $ $ $ Pre-tax gain (loss) Pre-tax gain on disposal — — — September 30, December 31, 2016 2015 Inventories $ $ Other assets Total assets $ $ Floor plan notes payable (including non-trade) $ $ Other liabilities Total liabilities $ $
Divestitures	Divestitures During the nine months ended September 30, 2016, we disposed of eight retail automotive franchises and one retail commercial truck parts location, and transitioned seventeen retail automotive franchises which represented the Scion brand to Toyota. The results of operations for two of the retail automotive franchises are included in discontinued operations for the nine months ended September 30, 2016 and for the three and nine months ended September 30, 2015. The remaining twenty-three retail automotive franchises and retail commercial truck parts location did not meet the criteria to be classified as held for sale and treated as discontinued operations. Therefore, the results of operations for these businesses are included within continuing operations for the three and nine months ended September 30, 2016 and 2015. In February 2015, we divested our car rental business that included Hertz car rental franchises in the Memphis, Tennessee market and certain markets throughout Indiana. We received proceeds of $17.8 million from the sale, excluding sales of car rental vehicles. The results of operations of our car rental business are included in discontinued operations for the nine months ended September 30, 2015.
Estimates	Estimates The preparation of financial statements in conformity 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 and certain reserves.
Fair Value of Financial Instruments	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 that 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, forward exchange contracts and interest rate swaps used to hedge future cash flows. Other than our fixed rate debt, the carrying amount of all significant financial 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 current market interest rates for similar types of financial instruments (Level 2). A summary of the carrying values and fair values of our 5.75% senior subordinated notes, 5.375% senior subordinated notes, 5.50% senior subordinated notes, and our fixed rate mortgage facilities are as follows: September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value 5.75% senior subordinated notes due 2022 $ $ $ $ 5.375% senior subordinated notes due 2024 5.50% senior subordinated notes due 2026 — — Mortgage facilities

Interim Financial Statements (T

Interim Financial Statements (Tables)	9 Months Ended
	Sep. 30, 2016
Interim Financial Statements.
Combined financial information regarding entities accounted for as discontinued operations	Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ $ $ $ Pre-tax gain (loss) Pre-tax gain on disposal — — — September 30, December 31, 2016 2015 Inventories $ $ Other assets Total assets $ $ Floor plan notes payable (including non-trade) $ $ Other liabilities Total liabilities $ $
Summary of carrying values and fair values of senior subordinated notes and fixed rate mortgage facilities	September 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value 5.75% senior subordinated notes due 2022 $ $ $ $ 5.375% senior subordinated notes due 2024 5.50% senior subordinated notes due 2026 — — Mortgage facilities

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2016
Inventories
Inventories	September 30, December 31, 2016 2015 Retail automotive dealership new vehicles $ $ Retail automotive dealership used vehicles Retail automotive parts, accessories and other Retail commercial truck dealership vehicles and parts Commercial vehicle distribution vehicles and parts Total inventories $ $

Business Combinations (Tables)

Business Combinations (Tables)	9 Months Ended
	Sep. 30, 2016
Business Combinations
Summary of the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed	September 30, 2016 2015 Accounts receivable $ $ Inventory Other current assets Property and equipment Indefinite-lived intangibles Other non-current assets Current liabilities Non-current liabilities Total consideration Seller financed/assumed debt — Seller assumed floor plan — Fair value of previously held interest — Fair value of non-controlling interest — Total cash used in acquisitions $ $
Summary of unaudited consolidated pro forma results of operations	Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ $ $ $ Income from continuing operations Net income Income from continuing operations per diluted common share $ $ $ $ Net income per diluted common share $ $ $ $

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2016
Intangible Assets
Summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets	Other Indefinite- Lived Intangible Goodwill Assets Balance, January 1, 2016 $ $ Additions Disposals — Foreign currency translation Balance, September 30, 2016 $ $

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share
Reconciliation of number of shares used in calculation of basic and diluted earning per share	Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Weighted average number of common shares outstanding Effect of non-participatory equity compensation Weighted average number of common shares outstanding, including effect of dilutive securities

Long-Term Debt (Tables)

Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2016
Long-Term Debt
Long Term Debt	September 30, December 31, 2016 2015 U.S. credit agreement — revolving credit line $ $ U.K. credit agreement — revolving credit line U.K. credit agreement — overdraft line of credit — — 5.50% senior subordinated notes due 2026 — 5.375% senior subordinated notes due 2024 5.75% senior subordinated notes due 2022 Australia working capital loan agreement Mortgage facilities Other Total long-term debt Less: current portion Net long-term debt $ $

Accumulated Other Comprehensi29

Accumulated Other Comprehensive Income/(Loss) (Tables)	9 Months Ended
	Sep. 30, 2016
Accumulated Other Comprehensive Income/(Loss)
Schedule of the changes in accumulated other comprehensive income/(loss) by component and the reclassifications out of accumulated other comprehensive income/(loss) attributable to the entity's common stockholders	Three Months Ended September 30, 2016 Foreign Currency Translation Other Total Balance at June 30, 2016 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2016 $ $ $ Three Months Ended September 30, 2015 Foreign Currency Translation Other Total Balance at June 30, 2015 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2015 $ $ $ Nine Months Ended September 30, 2016 Foreign Currency Translation Other Total Balance at December 31, 2015 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2016 $ $ $ Nine Months Ended September 30, 2015 Foreign Currency Translation Other Total Balance at December 31, 2014 $ $ $ Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive income — net of tax — — — Net current period other comprehensive income (loss) Balance at September 30, 2015 $ $ $

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2016
Segment Information
Revenues and segment income by reportable segment	Three Months Ended September 30 Retail Retail Commercial Intersegment Automotive Truck Other Elimination Total Revenues 2016 $ $ $ $ $ 2015 Segment income 2016 $ $ $ $ — $ 2015 — Nine Months Ended September 30 Retail Retail Commercial Intersegment Automotive Truck Other Elimination Total Revenues 2016 $ $ $ $ $ 2015 Segment income 2016 $ $ $ $ — $ 2015 —

Condensed Consolidating Finan31

Condensed Consolidating Financial Information (Tables)	9 Months Ended
	Sep. 30, 2016
Condensed Consolidating Financial Information
CONDENSED CONSOLIDATING BALANCE SHEET	CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2016 Penske Total Automotive Guarantor Non‑Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Cash and cash equivalents $ $ — $ — $ $ Accounts receivable, net Inventories — — Other current assets — Assets held for sale — — — Total current assets Property and equipment, net — Intangible assets — — Equity method investments — — Other long-term assets Total assets $ $ $ $ $ Floor plan notes payable $ $ — $ — $ $ Floor plan notes payable—non-trade — Accounts payable — Accrued expenses — Current portion of long-term debt — — Liabilities held for sale — — — Total current liabilities Long-term debt Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Total equity Total liabilities and equity $ $ $ $ $ CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 Penske Total Automotive Guarantor Non‑Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Cash and cash equivalents $ $ — $ — $ — $ Accounts receivable, net Inventories — — Other current assets — Assets held for sale — — Total current assets Property and equipment, net — Intangible assets — — Equity method investments — — Other long-term assets Total assets $ $ $ $ $ Floor plan notes payable $ $ — $ — $ $ Floor plan notes payable—non-trade — Accounts payable — Accrued expenses Current portion of long-term debt — — Liabilities held for sale — — Total current liabilities Long-term debt Deferred tax liabilities — — Other long-term liabilities — — Total liabilities Total equity Total liabilities and equity $ $ $ $ $
CONDENSED CONSOLIDATING STATEMENT OF INCOME	CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2016 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations Income (loss) from discontinued operations, net of tax — Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2015 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations (Loss) income from discontinued operations, net of tax — Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2016 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations (Loss) income from discontinued operations, net of tax Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $ CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2015 Penske Total Automotive Guarantor Non-Guarantor Company Eliminations Group Subsidiaries Subsidiaries (In millions) Revenues $ $ — $ — $ $ Cost of sales — — Gross profit — — Selling, general and administrative expenses — Depreciation — Operating income — Floor plan interest expense — Other interest expense — Equity in earnings of affiliates — — Equity in earnings of subsidiaries — — — Income from continuing operations before income taxes Income taxes Income from continuing operations (Loss) income from discontinued operations, net of tax Net income Other comprehensive income (loss), net of tax — Comprehensive income Less: Comprehensive income attributable to non-controlling interests — Comprehensive income attributable to Penske Automotive Group common stockholders $ $ $ $ $
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016 Penske Total Automotive Guarantor Non‑Guarantor Company Group Subsidiaries Subsidiaries (In millions) Net cash provided by (used in) continuing operating activities $ $ $ $ Investing activities: Purchase of equipment and improvements Acquisition of additional ownership interest in Penske Truck Leasing — — Acquisitions, net — — Other — Net cash used in continuing investing activities Financing activities: Net borrowings of long-term debt Net borrowings (repayments) of floor plan notes payable—non-trade Issuance of 5.50% senior subordinated notes — — Payment of debt issuance costs — — Repurchases of common stock — — Dividends — — Other — — Distributions from (to) parent — Net cash provided by (used in) continuing financing activities Net cash provided by discontinued operations — Effect of exchange rate changes on cash and cash equivalents — — Net change in cash and cash equivalents — Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ $ — $ $ CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2015 Penske Total Automotive Guarantor Non‑Guarantor Company Group Subsidiaries Subsidiaries (In millions) Net cash provided by continuing operating activities $ $ $ $ Investing activities: Purchase of equipment and improvements Acquisitions, net — Other — — Net cash used in continuing investing activities Financing activities: Net (repayments) borrowings of long-term debt Net borrowings (repayments) of floor plan notes payable—non-trade Payment of debt issuance costs — — Repurchases of common stock — — Dividends — — Other — — Distributions from (to) parent — — Net cash used in continuing financing activities Net cash provided by discontinued operations — Effect of exchange rate changes on cash and cash equivalents — — Net change in cash and cash equivalents — — Cash and cash equivalents, beginning of period — — Cash and cash equivalents, end of period $ $ — $ — $

Interim Financial Statements -

Interim Financial Statements - Business Overview (Details) $ in Millions

Sep. 30, 2016item

Jul. 27, 2016USD ($)

Jul. 26, 2016

Oct. 31, 2016item

Apr. 30, 2016item

Feb. 28, 2015item

Sep. 30, 2016USD ($)item

Mar. 31, 2016

Sep. 30, 2015USD ($)

Sep. 30, 2016USD ($)item

Sep. 30, 2015USD ($)

Dec. 31, 2015USD ($)

Oct. 01, 2016

Jan. 31, 2016

Oct. 31, 2014

Interim Financial Statements

Total revenues | $

$ 5,152

$ 4,960.1

$ 15,230.7

$ 14,363.6

Ownership interest in Penske Truck Leasing Co (as a percent)

23.40%

German Automotive Dealership Group

Interim Financial Statements

Additional ownership interest acquired (as a percent)

8.00%

Ownership interest (as a percent)

68.00%

68.00%

68.00%

Nicole Group | BMW Dealership

Interim Financial Statements

Number of dealerships operated

4

Nicole Group | MINI Dealership

Interim Financial Statements

Number of dealerships operated

3

Retail Automotive Dealership

Interim Financial Statements

Total number of owned and operated franchises

349

349

349

Number of owned and operated franchises in US

163

163

163

Number of owned and operated franchises outside US

186

186

186

Minimum number of vehicles retailed and wholesaled

419,000

Minimum number of vehicle brands offered

40

Number of acquired franchises

13

Number of franchises disposed

8

Number of franchises awarded to the reporting entity

6

Retail Automotive Dealership | Subsequent event

Interim Financial Statements

Number of acquired franchises

6

Retail Automotive Dealership | Porsche Dealership | Subsequent event

Interim Financial Statements

Number of acquired franchises

3

Retail Automotive Dealership | Audi Dealership | Subsequent event

Interim Financial Statements

Number of acquired franchises

1

Retail Automotive Dealership | Land Rover Dealership | Subsequent event

Interim Financial Statements

Number of acquired franchises

1

Retail Automotive Dealership | Volvo Dealership | Subsequent event

Interim Financial Statements

Number of acquired franchises

1

Retail Automotive Dealership | Scion

Interim Financial Statements

Number of franchises disposed

17

Retail Automotive Dealership | Nicole Group

Interim Financial Statements

Ownership percentage of equity method investment

49.00%

Retail Automotive Dealership | Italian Automotive Dealership Joint Venture | Subsequent event

Interim Financial Statements

Ownership interest (as a percent)

84.00%

Retail Automotive Dealership | Dealer Group in UK

Interim Financial Statements

Number of acquired franchises

12

Retail Automotive Dealership | Dealer Group in UK | BMW Dealership

Interim Financial Statements

Number of acquired franchises

1

Retail Automotive Dealership | Dealer Group in UK | MINI Dealership

Interim Financial Statements

Number of acquired franchises

1

Retail Automotive Dealership | Dealer Group in UK | Volkswagen Dealership

Interim Financial Statements

Number of acquired franchises

7

Retail Automotive Dealership | Dealer Group in UK | Audi Dealership

Interim Financial Statements

Number of acquired franchises

1

Retail Automotive Dealership | Dealer Group in UK | Skoda Dealership

Interim Financial Statements

Number of acquired franchises

1

Retail Automotive Dealership | Dealer Group in UK | SEAT Dealership

Interim Financial Statements

Number of acquired franchises

1

Retail Commercial Truck Dealership

Interim Financial Statements

Number of operating locations

19

Number of full service retail locations operated

14

14

14

Number of retail locations acquired

5

2

Retail Commercial Truck Dealership | PTG

Interim Financial Statements

Ownership interest (as a percent)

100.00%

100.00%

100.00%

96.00%

Ownership acquired (as a percent)

5.00%

Ownership percentage of equity method investment

32.00%

Commercial Vehicle Distribution

Interim Financial Statements

Minimum number of dealership locations

70

Number of commercial vehicle dealerships

3

Automotive dealership revenues | Geographic | U.S. and Puerto Rico

Interim Financial Statements

Automotive dealership revenue (as a percent)

59.00%

Automotive dealership revenues | Geographic | Outside the U.S.

Interim Financial Statements

Automotive dealership revenue (as a percent)

41.00%

Automotive dealership revenues | Premium brands

Interim Financial Statements

Automotive dealership revenue (as a percent)

72.00%

Penske Truck Leasing Co., L.P.

Interim Financial Statements

Additional ownership interest acquired (as a percent)

14.40%

Ownership interest in Penske Truck Leasing Co (as a percent)

23.40%

Cost of acquisition | $

$ 498.5

Number of vehicles operated and maintained

240,000

240,000

240,000

Penske Truck Leasing Co., L.P. | PTL

Interim Financial Statements

Ownership interest in Penske Truck Leasing Co (as a percent)

23.40%

23.40%

9.00%

Penske Corporation

Interim Financial Statements

Ownership interest in Penske Truck Leasing Co (as a percent)

41.10%

Mitsui and Co

Interim Financial Statements

Ownership interest in Penske Truck Leasing Co (as a percent)

20.00%

GEC

Interim Financial Statements

Ownership interest in Penske Truck Leasing Co (as a percent)

15.50%

Retail Automotive Dealership

Interim Financial Statements

Total revenues | $

$ 4,772.1

4,585.8

$ 14,121.8

13,327.5

$ 17,900

Retail Commercial Truck Dealership

Interim Financial Statements

Total revenues | $

266.1

268.5

782.3

703.1

Commercial Vehicle Distribution and Other

Interim Financial Statements

Total revenues | $

$ 113.8

$ 105.8

$ 326.6

$ 333

Interim Financial Statements 33

Interim Financial Statements - Recent Accounting Pronouncements (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Recent Accounting Pronouncements
Decrease in other current assets due to reclassification related to ASU	$ (105.3)	$ (85.6)
Decrease in current portion of long-term debt due to reclassifcation related to ASU	(44.1)	(28)
Decrease in other long-term assets due to reclassifcation related to ASU	(19.3)	(19.2)
Decrease in long-term debt due to reclassifcation related to ASU	$ (1,833.5)	(1,247)
Accounting Standards Update 2015-03
Recent Accounting Pronouncements
Decrease in other current assets due to reclassification related to ASU		1.2
Decrease in current portion of long-term debt due to reclassifcation related to ASU		1.2
Decrease in other long-term assets due to reclassifcation related to ASU		8.1
Decrease in long-term debt due to reclassifcation related to ASU		$ 8.1

Interim Financial Statements 34

Interim Financial Statements - Assets Held For Sale, Discontinued Operations and Fair Value (Details) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2015USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)item	Sep. 30, 2015USD ($)	May 31, 2016	Dec. 31, 2015USD ($)	Nov. 30, 2014	Aug. 31, 2012
Combined financial information regarding entities accounted for as discontinued operations
Number of entities newly classified as held for sale | item				0
Balance Sheet information regarding entities accounted for as discontinued operations
Total assets		$ 7.5		$ 7.5			$ 12.7
Total liabilities		5.1		5.1			6.2
Fair Value of Financial Instruments
Debt instrument, Carrying Value		$ 1,877.6		$ 1,877.6			$ 1,275
5.75% senior subordinated notes due 2022
Fair Value of Financial Instruments
Interest rate (as a percent)		5.75%		5.75%			5.75%		5.75%
Debt instrument, Carrying Value		$ 544.9		$ 544.9			$ 544.3
5.75% senior subordinated notes due 2022 | Fair Value, Inputs, Level 2
Fair Value of Financial Instruments
Debt instrument, Fair Value		$ 567.1		$ 567.1			$ 558.6
5.375% Senior Subordinated Notes Due 2024
Fair Value of Financial Instruments
Interest rate (as a percent)		5.375%		5.375%			5.375%	5.375%
Debt instrument, Carrying Value		$ 296.7		$ 296.7			$ 296.4
5.375% Senior Subordinated Notes Due 2024 | Fair Value, Inputs, Level 2
Fair Value of Financial Instruments
Debt instrument, Fair Value		$ 293.8		$ 293.8			295.7
5.50% senior subordinated notes due 2026
Fair Value of Financial Instruments
Interest rate (as a percent)		5.50%		5.50%		5.50%
Debt instrument, Carrying Value		$ 493.5		$ 493.5
5.50% senior subordinated notes due 2026 | Fair Value, Inputs, Level 2
Fair Value of Financial Instruments
Debt instrument, Fair Value		492.3		492.3
Mortgage facilities
Fair Value of Financial Instruments
Debt instrument, Carrying Value		202.5		202.5			165.8
Mortgage facilities | Fair Value, Inputs, Level 2
Fair Value of Financial Instruments
Debt instrument, Fair Value		210.5		$ 210.5			165.8
Retail Automotive Franchise
Divestitures
Number of franchises disposed | item				8
Retail Automotive Franchise | Scion
Divestitures
Number of franchises disposed | item				17
Retail Automotive Franchise | Disposed of by sale
Divestitures
Number of franchises disposed | item				2
Retail Automotive Franchise | Disposal group, not discontinued operations
Divestitures
Number of franchises disposed | item				23
Retail Commercial Truck Parts Locations
Divestitures
Number of locations disposed | item				1
Hertz car rental franchise
Divestitures
Proceeds from sale of business	$ 17.8
Retail Automotive and Hertz car rental franchise | Held-for-sale
Combined financial information regarding entities accounted for as discontinued operations
Revenues		5.6	$ 15.1	$ 19.6	$ 63.1
Pre-tax gain (loss)		0.3	$ (0.1)	(1.7)	(4.8)
Pre-tax gain on disposal					$ 2.9
Balance Sheet information regarding entities accounted for as discontinued operations
Inventories		4.2		4.2			6.2
Other assets		3.3		3.3			6.5
Total assets		7.5		7.5			12.7
Floor plan notes payable (including non-trade)		3.7		3.7			4.3
Other liabilities		1.4		1.4			1.9
Total liabilities		$ 5.1		$ 5.1			$ 6.2

Inventories (Details)

Inventories (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Inventories
Retail automotive dealership new vehicles	$ 2,037.5		$ 2,037.5		$ 2,218.6
Retail automotive dealership used vehicles	756.8		756.8		719
Retail automotive parts, accessories and other	118.6		118.6		113.6
Retail commercial truck dealership vehicles and parts	180.5		180.5		208.8
Commercial vehicle distribution vehicles and parts	186.3		186.3		203.5
Total inventories	3,279.7		3,279.7		$ 3,463.5
Interest credits and advertising assistance	$ 12.9	$ 12.5	$ 38.2	$ 32.7

Business Combinations - Activit

Business Combinations - Activity (Details) - item	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Retail Automotive Dealership
Business combinations
Number of acquired franchises	13	1
Retail Commercial Truck Dealership
Business combinations
Number of dealerships acquired	5	2

Business Combinations - Conside

Business Combinations - Consideration Paid and Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Summary of the aggregate consideration paid and the aggregate amounts of the assets acquired and liabilities assumed
Accounts receivable	$ 3.9	$ 52
Inventory	63.4	171.7
Other current assets	0.2	1.3
Property and equipment	12.1	72.1
Indefinite-lived intangibles	32.9	68.2
Other non-current assets	2.7	1.3
Current liabilities	(4.4)	(42.1)
Non-current liabilities	(4.8)	(67.8)
Total consideration	106	256.7
Seller financed/assumed debt		(2.6)
Seller assumed floorplan		(118.3)
Fair value of previously held interest		(28)
Fair value of non-controlling interest		(22.4)
Total cash used in acquisitions	$ 106	$ 85.4

Business Combinations - Pro For

Business Combinations - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Summary of unaudited consolidated pro forma results of operations
Revenues	$ 5,152	$ 5,232.2	$ 15,425.8	$ 15,314
Income from continuing operations	87.4	88.1	262.4	262.1
Net income	$ 87.5	$ 88.1	$ 261.3	$ 261
Income from continuing operations per diluted common share (in dollars per share)	$ 1.03	$ 0.98	$ 3.04	$ 2.90
Net income per diluted common share (in dollars per share)	$ 1.03	$ 0.98	$ 3.03	$ 2.89

Intangible Assets - Summary of

Intangible Assets - Summary of Changes (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016USD ($)
Summary of the changes in the carrying amount of goodwill and other indefinite-lived intangible assets
Goodwill, Beginning Balance	$ 1,323.2
Goodwill, Additions	23.5
Goodwill, Disposals	(0.2)
Goodwill, Foreign currency translation	(32.7)
Goodwill, Ending Balance	1,313.8
Other indefinite-lived intangible assets, Beginning Balance	408
Other indefinite-lived intangible assets, Additions	9.4
Other indefinite-lived intangible assets, Foreign currency translation	(6)
Other indefinite-lived intangible assets, Ending Balance	$ 411.4

Intangible Assets - Information

Intangible Assets - Information by Segment (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Intangible assets
Goodwill	$ 1,313.8	$ 1,323.2
Retail Automotive Dealership
Intangible assets
Goodwill	1,067.5
Retail Commercial Truck Dealership
Intangible assets
Goodwill	161
Other
Intangible assets
Goodwill	$ 85.3

Vehicle Financing (Details)

Vehicle Financing (Details)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Vehicle Financing
Maturity period of floor plan arrangements outside the U.S. if not payable on demand	90 days
Weighted average interest rate on floor plan borrowings (as a percent)	1.50%	1.50%

Earnings Per Share (Details)

Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reconciliation of number of shares used in calculation of basic and diluted earnings per share
Weighted average number of common shares outstanding	85,200,000	90,100,000	86,200,000	90,200,000
Effect of non-participatory equity compensation (in shares)	36,000	36,000	36,000	36,000
Weighted average number of common shares outstanding, including effect of dilutive securities	85,200,000	90,100,000	86,300,000	90,200,000

Long-Term Debt (Details)

Long-Term Debt (Details) £ in Millions, AUD in Millions, $ in Millions	1 Months Ended					9 Months Ended
	Jul. 31, 2016AUD	May 31, 2016USD ($)	Mar. 31, 2016AUD	Nov. 30, 2014USD ($)	Aug. 31, 2012USD ($)	Sep. 30, 2016GBP (£)	Sep. 30, 2016AUD	Sep. 30, 2016USD ($)	Jul. 27, 2016USD ($)	Feb. 29, 2016AUD	Dec. 31, 2015USD ($)
Long Term Debt
Total long-term debt								$ 1,877.6			$ 1,275
Less: current portion								(44.1)			(28)
Net long-term debt								1,833.5			1,247
US Credit Agreement Revolving Credit Line
Long Term Debt
Total long-term debt								205			160
Maximum credit available								700
Balance outstanding under credit agreement								205
Revolving loans solely for future U.S. acquisitions								250
Future borrowings available for foreign acquisitions									$ 150
US Credit Agreement Revolving Credit Line | LIBOR portion
Long Term Debt
Base rate of interest on loans						LIBOR
Line of credit basis spread on variable rate (as a percent)						2.00%
Incremental interest rate for uncollateralized borrowings in excess of maximum limit (as a percent)						1.50%
UK Credit Agreement Revolving Credit Line
Long Term Debt
Total long-term debt								88.2			70.7
Maximum credit available | £						£ 150
UK Credit Agreement Revolving Credit Line | LIBOR portion
Long Term Debt
Base rate of interest on loans						LIBOR
UK Credit Agreement Revolving Credit Line | Minimum | LIBOR portion
Long Term Debt
Line of credit basis spread on variable rate (as a percent)						1.35%
UK Credit Agreement Revolving Credit Line | Maximum | LIBOR portion
Long Term Debt
Line of credit basis spread on variable rate (as a percent)						3.00%
UK Credit Agreement Overdraft Line of Credit | Bank of England Base Rate
Long Term Debt
Base rate of interest on loans						Bank of England Base Rate
Line of credit basis spread on variable rate (as a percent)						1.75%
U.K. Credit Agreement Revolving Credit Line and Overdraft Line Of Credit
Long Term Debt
Balance outstanding under credit agreement						£ 68		88.2
5.50% senior subordinated notes due 2026
Long Term Debt
Total long-term debt								$ 493.5
Interest rate (as a percent)		5.50%				5.50%	5.50%	5.50%
Debt issued		$ 500
Domestic Subsidiaries ownership guaranteeing obligations (as a percent)						100.00%	100.00%	100.00%
Change of control, redemption price as a percentage of principal		101.00%
Sale of assets, redemption price as percentage of principal		100.00%
5.50% senior subordinated notes due 2026 | Debt Redemption Prior to May 15, 2021
Long Term Debt
Percentage of principal amount at which the entity may redeem the notes		100.00%
5.50% senior subordinated notes due 2026 | Debt Redemption Prior to May 15, 2019
Long Term Debt
Specified equity offerings, percentage of debt which may be redeemed		40.00%
5.375% Senior Subordinated Notes Due 2024
Long Term Debt
Total long-term debt								$ 296.7			$ 296.4
Interest rate (as a percent)				5.375%		5.375%	5.375%	5.375%			5.375%
Debt issued				$ 300
Domestic Subsidiaries ownership guaranteeing obligations (as a percent)						100.00%	100.00%	100.00%
Change of control, redemption price as a percentage of principal				101.00%
Sale of assets, redemption price as percentage of principal				100.00%
5.375% Senior Subordinated Notes Due 2024 | Debt Redemption Prior To December 1, 2019
Long Term Debt
Percentage of principal amount at which the entity may redeem the notes				100.00%
5.375% Senior Subordinated Notes Due 2024 | Maximum | Debt Redemption Prior To December 1, 2017
Long Term Debt
Specified equity offerings, percentage of debt which may be redeemed				40.00%
5.75% senior subordinated notes due 2022
Long Term Debt
Total long-term debt								$ 544.9			$ 544.3
Interest rate (as a percent)					5.75%	5.75%	5.75%	5.75%			5.75%
Debt issued					$ 550
Domestic Subsidiaries ownership guaranteeing obligations (as a percent)						100.00%	100.00%	100.00%
Change of control, redemption price as a percentage of principal					101.00%
Sale of assets, redemption price as percentage of principal					100.00%
5.75% senior subordinated notes due 2022 | Debt Redemption Prior To October 1, 2017
Long Term Debt
Percentage of principal amount at which the entity may redeem the notes					100.00%
Australia Working Capital Loan Agreement
Long Term Debt
Total long-term debt								$ 26.6			$ 5.5
Increase in maximum credit available | AUD	AUD 6.2
Maximum credit available | AUD	AUD 50.5		AUD 44.3							AUD 28
Balance outstanding under credit agreement							AUD 34.7	26.6
Australia Working Capital Loan Agreement | Australian BBSW 30-Day Bill Rate
Long Term Debt
Base rate of interest on loans			30-day Bill Rate
Line of credit basis spread on variable rate (as a percent)			2.35%
Mortgage facilities
Long Term Debt
Total long-term debt								202.5			165.8
Balance outstanding under credit agreement								202.5
Other Debt
Long Term Debt
Total long-term debt								$ 20.2			$ 32.3

Derivatives and Hedging (Detail

Derivatives and Hedging (Details) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Forward foreign exchange contracts | Fair Value, Inputs, Level 2
Derivative
Estimated liability of contracts designated as hedging instruments, fair value	$ 1.2	$ 1.1

Commitments and Contingent Li45

Commitments and Contingent Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Mar. 31, 2015	Sep. 30, 2016
Commitments and Contingent Liabilities
Lease period, minimum			5 years
Lease period, maximum			20 years
Loss Contingencies
Ownership interest in Penske Truck Leasing Co (as a percent)	23.40%
Letters of credit outstanding	$ 33,100		$ 33,100
Surety bonds posted	12,600		12,600
Holdings | Holdings Bond
Loss Contingencies
Senior unsecured notes issued	$ 700,000		$ 700,000
Senior subordinated convertible notes, interest rate (as a percent)	3.80%		3.80%
Percentage of interest and principal due to the co-obligor as a result of the change in ownership and subsequent relief of debt obligation		50.10%
Percentage of expenses relating to the debt obligation due to the co-obligor as a result of the change in ownership and subsequent relief of debt obligation		100.00%
Penske Truck Leasing Co., L.P.
Loss Contingencies
Ownership interest in Penske Truck Leasing Co (as a percent)	23.40%
GEC
Loss Contingencies
Ownership interest in Penske Truck Leasing Co (as a percent)	15.50%
Mitsui and Co
Loss Contingencies
Ownership interest in Penske Truck Leasing Co (as a percent)	20.00%
Purchase of ownership interest		20.00%
Penske Corporation
Loss Contingencies
Ownership interest in Penske Truck Leasing Co (as a percent)	41.10%
Guarantee of Indebtedness of Others | GEC
Loss Contingencies
Percentage of interest agreed to indemnify if GEC required to make any payments of principal or interest	9.00%		9.00%
Annual fee pay for acting as co-obligor	$ 950		$ 950
Value of principal repayment included in maximum amount of Company's potential obligations	$ 63,100		$ 63,100

Equity (Details)

Equity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2016	Mar. 31, 2016	Sep. 30, 2016
Securities Repurchase Program
Repurchase of common stock			$ 173.6
Common Stock
Securities Repurchase Program
Repurchased shares			4,657,042
Common Stock | Acquired Employee Equity Awards
Securities Repurchase Program
Repurchased shares	144,717
Repurchase of common stock	$ 5.7
Repurchased shares, average price (in dollars per share)	$ 39.47
Common Stock | Share Repurchase Program
Securities Repurchase Program
Repurchased shares		4,512,325
Repurchase of common stock		$ 167.9
Repurchased shares, average price (in dollars per share)		$ 37.21
Amount authorized to be repurchased			$ 32.1

Accumulated Other Comprehensi47

Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period			$ 1,790.2
Balance at the end of the period	$ 1,752.3		1,752.3
Foreign Currency Translation
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	(170.1)	$ (65.9)	(113.5)	$ (51.7)
Other comprehensive income (loss) before reclassifications	(9.9)	(42.6)	(66.5)	(56.8)
Net current period other comprehensive income (loss)	(9.9)	(42.6)	(66.5)	(56.8)
Balance at the end of the period	(180)	(108.5)	(180)	(108.5)
Other
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	(7.5)	(3.4)	(9)	(1.6)
Other comprehensive income (loss) before reclassifications	(1.2)	(0.5)	0.3	(2.3)
Net current period other comprehensive income (loss)	(1.2)	(0.5)	0.3	(2.3)
Balance at the end of the period	(8.7)	(3.9)	(8.7)	(3.9)
Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) by component
Balance at the beginning of the period	(177.6)	(69.3)	(122.5)	(53.3)
Other comprehensive income (loss) before reclassifications	(11.1)	(43.1)	(66.2)	(59.1)
Net current period other comprehensive income (loss)	(11.1)	(43.1)	(66.2)	(59.1)
Balance at the end of the period	$ (188.7)	$ (112.4)	$ (188.7)	$ (112.4)

Segment Information (Details)

Segment Information (Details) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2016USD ($)item	Sep. 30, 2015USD ($)	Dec. 31, 2015USD ($)
Segment Reporting Information
Number of reportable Segments | item			3
Number of geographic operating segments | item			4
Revenues and segment income by reportable segment
Revenues	$ 5,152	$ 4,960.1	$ 15,230.7	$ 14,363.6
Segment income	130.1	129.3	393.2	388.4
Intersegment Elimination
Revenues and segment income by reportable segment
Revenues	(0.9)	(0.5)	(2.6)	(1.1)
Retail Automotive Dealership
Revenues and segment income by reportable segment
Revenues	4,772.1	4,585.8	14,121.8	13,327.5	$ 17,900
Retail Automotive Dealership | Operating segments
Revenues and segment income by reportable segment
Revenues	4,772.1	4,585.8	14,121.8	13,327.5
Segment income	97.2	107.8	330.7	330.9
Retail Commercial Truck Dealership
Revenues and segment income by reportable segment
Revenues	266.1	268.5	782.3	703.1
Retail Commercial Truck Dealership | Operating segments
Revenues and segment income by reportable segment
Revenues	266.1	268.5	782.3	703.1
Segment income	8.4	10.3	21.8	28.1
Other | Operating segments
Revenues and segment income by reportable segment
Revenues	114.7	106.3	329.2	334.1
Segment income	$ 24.5	$ 11.2	$ 40.7	$ 29.4

Condensed Consolidating Finan49

Condensed Consolidating Financial Information - Balance Sheet (Details) - USD ($) $ in Millions	Sep. 30, 2016	May 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014	Nov. 30, 2014	Aug. 31, 2012
Condensed consolidating balance sheet
Cash and cash equivalents	$ 89.4		$ 62.4	$ 49.7	$ 36.3
Accounts receivable, net	853.9		782.3
Inventories	3,279.7		3,463.5
Other current assets	105.3		85.6
Assets held for sale	7.5		12.7
Total current assets	4,335.8		4,406.5
Property and equipment, net	1,587.8		1,520.1
Intangible assets	1,725.2		1,731.2
Equity method investments	891.3		336.4
Other long-term assets	19.3		19.2
Total assets	8,559.4		8,013.4
Floor plan notes payable	2,073.2		2,247.2
Floor plan notes payable - non-trade	1,145.1		1,132.4
Accounts payable	506.1		493.8
Accrued expenses	389.2		378.1
Current portion of long-term debt	44.1		28
Liabilities held for sale	5.1		6.2
Total current liabilities	4,162.8		4,285.7
Long-term debt	1,833.5		1,247
Deferred tax liabilities	525.6		433.4
Other long-term liabilities	248.8		212.4
Total liabilities	6,770.7		6,178.5
Total equity	1,788.7		1,834.9
Total liabilities and equity	$ 8,559.4		$ 8,013.4
5.75% senior subordinated notes due 2022
Condensed consolidating balance sheet
Interest rate (as a percent)	5.75%		5.75%				5.75%
Domestic Subsidiaries ownership guaranteeing obligations (as a percent)	100.00%
5.375% Senior Subordinated Notes Due 2024
Condensed consolidating balance sheet
Interest rate (as a percent)	5.375%		5.375%			5.375%
Domestic Subsidiaries ownership guaranteeing obligations (as a percent)	100.00%
5.50% senior subordinated notes due 2026
Condensed consolidating balance sheet
Interest rate (as a percent)	5.50%	5.50%
Domestic Subsidiaries ownership guaranteeing obligations (as a percent)	100.00%
Eliminations
Condensed consolidating balance sheet
Accounts receivable, net	$ (441.8)		$ (430.4)
Total current assets	(441.8)		(430.4)
Other long-term assets	(2,209.2)		(2,253.4)
Total assets	(2,651)		(2,683.8)
Accrued expenses	(441.8)		(430.4)
Total current liabilities	(441.8)		(430.4)
Long-term debt	(177.5)		(256.4)
Total liabilities	(619.3)		(686.8)
Total equity	(2,031.7)		(1,997)
Total liabilities and equity	(2,651)		(2,683.8)
Reportable legal entities | Penske Automotive Group
Condensed consolidating balance sheet
Accounts receivable, net	441.8		430.4
Other current assets	4.5		3.9
Total current assets	446.3		434.3
Property and equipment, net	3.5		4
Equity method investments	828.2		298.2
Other long-term assets	2,215.1		2,259.9
Total assets	3,493.1		2,996.4
Floor plan notes payable - non-trade	158.9		154.7
Accounts payable	3.4		4.8
Accrued expenses			0.1
Total current liabilities	162.3		159.6
Long-term debt	1,542.1		1,001.9
Total liabilities	1,704.4		1,161.5
Total equity	1,788.7		1,834.9
Total liabilities and equity	3,493.1		2,996.4
Reportable legal entities | Guarantor Subsidiaries
Condensed consolidating balance sheet
Cash and cash equivalents	1.3
Accounts receivable, net	360		400.8
Inventories	1,736.6		1,650.5
Other current assets	32.7		28.3
Assets held for sale	7.5		8.5
Total current assets	2,138.1		2,088.1
Property and equipment, net	946.7		822
Intangible assets	1,079.7		878.9
Other long-term assets	4.3		7.2
Total assets	4,168.8		3,796.2
Floor plan notes payable	1,063.9		1,295
Floor plan notes payable - non-trade	568		339.8
Accounts payable	159.2		143.3
Accrued expenses	146.5		112.3
Current portion of long-term debt	5.9		5.7
Liabilities held for sale	5.1		4.4
Total current liabilities	1,948.6		1,900.5
Long-term debt	187.9		109.2
Deferred tax liabilities	512.7		413.4
Other long-term liabilities	62.7		68.9
Total liabilities	2,711.9		2,492
Total equity	1,456.9		1,304.2
Total liabilities and equity	4,168.8		3,796.2
Reportable legal entities | Non-Guarantor Subsidiaries
Condensed consolidating balance sheet
Cash and cash equivalents	88.1		62.4	$ 49.7	$ 36.3
Accounts receivable, net	493.9		381.5
Inventories	1,543.1		1,813
Other current assets	68.1		53.4
Assets held for sale			4.2
Total current assets	2,193.2		2,314.5
Property and equipment, net	637.6		694.1
Intangible assets	645.5		852.3
Equity method investments	63.1		38.2
Other long-term assets	9.1		5.5
Total assets	3,548.5		3,904.6
Floor plan notes payable	1,009.3		952.2
Floor plan notes payable - non-trade	418.2		637.9
Accounts payable	343.5		345.7
Accrued expenses	684.5		696.1
Current portion of long-term debt	38.2		22.3
Liabilities held for sale			1.8
Total current liabilities	2,493.7		2,656
Long-term debt	281		392.3
Deferred tax liabilities	12.9		20
Other long-term liabilities	186.1		143.5
Total liabilities	2,973.7		3,211.8
Total equity	574.8		692.8
Total liabilities and equity	$ 3,548.5		$ 3,904.6

Condensed Consolidating Finan50

Condensed Consolidating Financial Information - Statement of Income (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Condensed consolidating statement of income
Revenues	$ 5,152	$ 4,960.1	$ 15,230.7	$ 14,363.6
Cost of sales	4,407.8	4,230.9	12,991.4	12,213.2
Gross profit	744.2	729.2	2,239.3	2,150.4
Selling, general and administrative expenses	581.2	563.4	1,722.8	1,652.3
Depreciation	21.5	19.8	66.8	57.7
Operating income	141.5	146	449.7	440.4
Floor plan interest expense	(11.9)	(11.4)	(37.8)	(32.7)
Other interest expense	(25.1)	(16.3)	(61.8)	(49)
Equity in earnings of affiliates	25.6	11	43.1	29.7
Income from continuing operations before income taxes	130.1	129.3	393.2	388.4
Income taxes	(41.7)	(41.7)	(128.4)	(128.2)
Income from continuing operations	88.4	87.6	264.8	260.2
(Loss) income from discontinued operations, net of tax	0.1	(0.1)	(1.1)	(1.1)
Net income	88.5	87.5	263.7	259.1
Other comprehensive income (loss), net of tax	(10.8)	(42.5)	(65.1)	(59.3)
Comprehensive income	77.7	45	198.6	199.8
Less: Comprehensive income attributable to non-controlling interests	1.3	1.5	4.5	3.1
Comprehensive income attributable to Penske Automotive Group common stockholders	76.4	43.5	194.1	196.7
Eliminations
Condensed consolidating statement of income
Equity in earnings of subsidiaries	(127.8)	(134.8)	(412.8)	(410.2)
Income from continuing operations before income taxes	(127.8)	(134.8)	(412.8)	(410.2)
Income taxes	41.4	43.8	136.1	136.3
Income from continuing operations	(86.4)	(91)	(276.7)	(273.9)
(Loss) income from discontinued operations, net of tax	(0.1)	0.1	1.1	1.7
Net income	(86.5)	(90.9)	(275.6)	(272.2)
Other comprehensive income (loss), net of tax	10.2	40.8	66.2	55.6
Comprehensive income	(76.3)	(50.1)	(209.4)	(216.6)
Less: Comprehensive income attributable to non-controlling interests	(0.3)	(0.6)	(1.1)	0.2
Comprehensive income attributable to Penske Automotive Group common stockholders	(76)	(49.5)	(208.3)	(216.8)
Reportable legal entities | Penske Automotive Group
Condensed consolidating statement of income
Selling, general and administrative expenses	3.9	5.7	15.2	18
Depreciation	0.5	0.4	1.3	1.2
Operating income	(4.4)	(6.1)	(16.5)	(19.2)
Floor plan interest expense	(0.7)	(0.7)	(2)	(2.1)
Other interest expense	(18)	(10.6)	(43.6)	(30.6)
Equity in earnings of affiliates	24.4	11	39.1	27.3
Equity in earnings of subsidiaries	127.8	134.8	412.8	410.2
Income from continuing operations before income taxes	129.1	128.4	389.8	385.6
Income taxes	(41.7)	(41.7)	(128.4)	(128.2)
Income from continuing operations	87.4	86.7	261.4	257.4
(Loss) income from discontinued operations, net of tax	0.1	(0.1)	(1.1)	(1.7)
Net income	87.5	86.6	260.3	255.7
Other comprehensive income (loss), net of tax	(10.8)	(42.5)	(65.1)	(59.3)
Comprehensive income	76.7	44.1	195.2	196.4
Less: Comprehensive income attributable to non-controlling interests	0.3	0.6	1.1	(0.2)
Comprehensive income attributable to Penske Automotive Group common stockholders	76.4	43.5	194.1	196.6
Reportable legal entities | Guarantor Subsidiaries
Condensed consolidating statement of income
Revenues	2,896.9	2,591.2	8,113.9	7,548.5
Cost of sales	2,457.1	2,197.2	6,856	6,372.4
Gross profit	439.8	394	1,257.9	1,176.1
Selling, general and administrative expenses	337.3	302.6	955.8	895.9
Depreciation	12.4	10.6	34.8	31.2
Operating income	90.1	80.8	267.3	249
Floor plan interest expense	(7.1)	(5.6)	(21.3)	(16.4)
Other interest expense	(2.2)	(1.3)	(2.8)	(4)
Income from continuing operations before income taxes	80.8	73.9	243.2	228.6
Income taxes	(32.2)	(29.4)	(97.9)	(91.8)
Income from continuing operations	48.6	44.5	145.3	136.8
(Loss) income from discontinued operations, net of tax	0.1	(0.1)	(1)	(1.3)
Net income	48.7	44.4	144.3	135.5
Comprehensive income	48.7	44.4	144.3	135.5
Comprehensive income attributable to Penske Automotive Group common stockholders	48.7	44.4	144.3	135.5
Reportable legal entities | Non-Guarantor Subsidiaries
Condensed consolidating statement of income
Revenues	2,255.1	2,368.9	7,116.8	6,815.1
Cost of sales	1,950.7	2,033.7	6,135.4	5,840.8
Gross profit	304.4	335.2	981.4	974.3
Selling, general and administrative expenses	240	255.1	751.8	738.4
Depreciation	8.6	8.8	30.7	25.3
Operating income	55.8	71.3	198.9	210.6
Floor plan interest expense	(4.1)	(5.1)	(14.5)	(14.2)
Other interest expense	(4.9)	(4.4)	(15.4)	(14.4)
Equity in earnings of affiliates	1.2		4	2.4
Income from continuing operations before income taxes	48	61.8	173	184.4
Income taxes	(9.2)	(14.4)	(38.2)	(44.5)
Income from continuing operations	38.8	47.4	134.8	139.9
(Loss) income from discontinued operations, net of tax			(0.1)	0.2
Net income	38.8	47.4	134.7	140.1
Other comprehensive income (loss), net of tax	(10.2)	(40.8)	(66.2)	(55.6)
Comprehensive income	28.6	6.6	68.5	84.5
Less: Comprehensive income attributable to non-controlling interests	1.3	1.5	4.5	3.1
Comprehensive income attributable to Penske Automotive Group common stockholders	$ 27.3	$ 5.1	$ 64	$ 81.4

Condensed Consolidating Finan51

Condensed Consolidating Financial Information - Statement of Cash Flows (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Condensed consolidating statement of cash flows
Net cash provided by (used in) continuing operating activities	$ 457.2	$ 373.4
Investing activities:
Purchase of equipment and improvements	(171.7)	(151.1)
Acquisition of additional ownership interest in Penske Truck Leasing	(498.5)
Acquisitions, net	(106)	(85.4)
Other	(9.5)	0.2
Net cash used in continuing investing activities	(785.7)	(236.3)
Financing activities:
Net borrowings (repayments) of long-term debt	119.3	(165.7)
Net borrowings (repayments) of floor plan notes payable—non-trade	12.8	94.6
Issuance of 5.50% senior subordinated notes	500
Payment of debt issuance costs	(6.7)	(1.8)
Repurchases of common stock	(173.6)	(22)
Dividends	(70.3)	(62.3)
Other	(9.7)	(5.9)
Net cash provided by (used in) continuing financing activities	371.8	(163.1)
Net cash provided by discontinued operations	3	39.7
Effect of exchange rate changes on cash and cash equivalents	(19.3)	(0.3)
Net change in cash and cash equivalents	27	13.4
Cash and cash equivalents, beginning of period	62.4	36.3
Cash and cash equivalents, end of period	89.4	49.7
Reportable legal entities | Penske Automotive Group
Condensed consolidating statement of cash flows
Net cash provided by (used in) continuing operating activities	(30.2)	28.4
Investing activities:
Purchase of equipment and improvements	(0.8)	(1)
Acquisition of additional ownership interest in Penske Truck Leasing	(498.5)
Net cash used in continuing investing activities	(499.3)	(1)
Financing activities:
Net borrowings (repayments) of long-term debt	45	(10)
Net borrowings (repayments) of floor plan notes payable—non-trade	4.2	66.9
Issuance of 5.50% senior subordinated notes	500
Payment of debt issuance costs	(6.7)
Repurchases of common stock	(173.6)	(22)
Dividends	(70.3)	(62.3)
Distributions from (to) parent	230.9
Net cash provided by (used in) continuing financing activities	529.5	(27.4)
Reportable legal entities | Guarantor Subsidiaries
Condensed consolidating statement of cash flows
Net cash provided by (used in) continuing operating activities	90.7	154.3
Investing activities:
Purchase of equipment and improvements	(103.5)	(74)
Acquisitions, net		(21.7)
Other	17
Net cash used in continuing investing activities	(86.5)	(95.7)
Financing activities:
Net borrowings (repayments) of long-term debt	8.4	24
Net borrowings (repayments) of floor plan notes payable—non-trade	215.5	(130.1)
Distributions from (to) parent	(227.4)	8.3
Net cash provided by (used in) continuing financing activities	(3.5)	(97.8)
Net cash provided by discontinued operations	0.6	39.2
Net change in cash and cash equivalents	1.3
Cash and cash equivalents, end of period	1.3
Reportable legal entities | Non-Guarantor Subsidiaries
Condensed consolidating statement of cash flows
Net cash provided by (used in) continuing operating activities	396.7	190.7
Investing activities:
Purchase of equipment and improvements	(67.4)	(76.1)
Acquisitions, net	(106)	(63.7)
Other	(26.5)	0.2
Net cash used in continuing investing activities	(199.9)	(139.6)
Financing activities:
Net borrowings (repayments) of long-term debt	65.9	(179.7)
Net borrowings (repayments) of floor plan notes payable—non-trade	(206.9)	157.8
Payment of debt issuance costs		(1.8)
Other	(9.7)	(5.9)
Distributions from (to) parent	(3.5)	(8.3)
Net cash provided by (used in) continuing financing activities	(154.2)	(37.9)
Net cash provided by discontinued operations	2.4	0.5
Effect of exchange rate changes on cash and cash equivalents	(19.3)	(0.3)
Net change in cash and cash equivalents	25.7	13.4
Cash and cash equivalents, beginning of period	62.4	36.3
Cash and cash equivalents, end of period	$ 88.1	$ 49.7