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Condensed Consolidating Financial Information (Tables) | 6 Months Ended
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Jun. 30, 2014
Condensed Consolidating Financial Information |
CONDENSED CONSOLIDATING BALANCE SHEET | CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2014
|  | Total Company |  | Eliminations |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Cash and cash equivalents |  | $ | 61.4 |  | $ | — |  | $ | — |  | $ | — |  | $ | 61.4 |
Accounts receivable, net |  | 641.2 |  | (401.9 | ) | 401.9 |  | 354.7 |  | 286.5 |
Inventories |  | 2,615.9 |  | — |  | — |  | 1,461.3 |  | 1,154.6 |
Other current assets |  | 111.4 |  | — |  | 7.5 |  | 33.9 |  | 70.0 |
Assets held for sale |  | 52.4 |  | — |  | — |  | 10.8 |  | 41.6 |
Total current assets |  | 3,482.3 |  | (401.9 | ) | 409.4 |  | 1,860.7 |  | 1,614.1 |
Property and equipment, net |  | 1,367.8 |  | — |  | 3.8 |  | 883.0 |  | 481.0 |
Intangible assets |  | 1,518.4 |  | — |  | — |  | 826.6 |  | 691.8 |
Equity method investments |  | 354.7 |  | — |  | 299.6 |  | — |  | 55.1 |
Other long-term assets |  | 19.1 |  | (1,805.0 | ) | 1,816.0 |  | 5.4 |  | 2.7 |
Total assets |  | $ | 6,742.3 |  | $ | (2,206.9 | ) | $ | 2,528.8 |  | $ | 3,575.7 |  | $ | 2,844.7 |
Floor plan notes payable |  | $ | 1,717.3 |  | $ | — |  | $ | — |  | $ | 979.7 |  | $ | 737.6 |
Floor plan notes payable — non-trade |  | 934.0 |  | — |  | 129.9 |  | 460.3 |  | 343.8 |
Accounts payable |  | 435.1 |  | — |  | 3.7 |  | 145.2 |  | 286.2 |
Accrued expenses |  | 314.4 |  | (401.9 | ) | 0.5 |  | 150.4 |  | 565.4 |
Current portion of long-term debt |  | 81.6 |  | — |  | — |  | 66.9 |  | 14.7 |
Liabilities held for sale |  | 41.1 |  | — |  | — |  | 4.9 |  | 36.2 |
Total current liabilities |  | 3,523.5 |  | (401.9 | ) | 134.1 |  | 1,807.4 |  | 1,983.9 |
Long-term debt |  | 1,006.8 |  | (124.6 | ) | 748.0 |  | 177.2 |  | 206.2 |
Deferred tax liabilities |  | 372.8 |  | — |  | — |  | 347.0 |  | 25.8 |
Other long-term liabilities |  | 192.5 |  | — |  | — |  | 63.7 |  | 128.8 |
Total liabilities |  | 5,095.6 |  | (526.5 | ) | 882.1 |  | 2,395.3 |  | 2,344.7 |
Total equity |  | 1,646.7 |  | (1,680.4 | ) | 1,646.7 |  | 1,180.4 |  | 500.0 |
Total liabilities and equity |  | $ | 6,742.3 |  | $ | (2,206.9 | ) | $ | 2,528.8 |  | $ | 3,575.7 |  | $ | 2,844.7 |
CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2013
|  | Total Company |  | Eliminations |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Cash and cash equivalents |  | $ | 49.8 |  | $ | — |  | $ | — |  | $ | 12.6 |  | $ | 37.2 |
Accounts receivable, net |  | 600.8 |  | (392.5 | ) | 392.5 |  | 382.1 |  | 218.7 |
Inventories |  | 2,518.3 |  | — |  | — |  | 1,416.2 |  | 1,102.1 |
Other current assets |  | 88.4 |  | — |  | 2.9 |  | 43.4 |  | 42.1 |
Assets held for sale |  | 107.3 |  | — |  | — |  | 61.0 |  | 46.3 |
Total current assets |  | 3,364.6 |  | (392.5 | ) | 395.4 |  | 1,915.3 |  | 1,446.4 |
Property and equipment, net |  | 1,232.2 |  | — |  | 4.0 |  | 800.0 |  | 428.2 |
Intangible assets |  | 1,439.9 |  | — |  | — |  | 771.6 |  | 668.3 |
Equity method investments |  | 346.9 |  | — |  | 294.9 |  | — |  | 52.0 |
Other long-term assets |  | 31.9 |  | (1,686.0 | ) | 1,697.5 |  | 5.2 |  | 15.2 |
Total assets |  | $ | 6,415.5 |  | $ | (2,078.5 | ) | $ | 2,391.8 |  | $ | 3,492.1 |  | $ | 2,610.1 |
Floor plan notes payable |  | $ | 1,685.1 |  | $ | — |  | $ | — |  | $ | 1,009.5 |  | $ | 675.6 |
Floor plan notes payable — non-trade |  | 901.6 |  | — |  | 128.1 |  | 445.7 |  | 327.8 |
Accounts payable |  | 373.3 |  | — |  | 3.5 |  | 141.7 |  | 228.1 |
Accrued expenses |  | 262.6 |  | (392.5 | ) | 0.1 |  | 122.2 |  | 532.8 |
Current portion of long-term debt |  | 50.0 |  | — |  | — |  | 39.5 |  | 10.5 |
Liabilities held for sale |  | 59.7 |  | — |  | — |  | 31.0 |  | 28.7 |
Total current liabilities |  | 3,332.3 |  | (392.5 | ) | 131.7 |  | 1,789.6 |  | 1,803.5 |
Long-term debt |  | 1,033.2 |  | (123.6 | ) | 738.0 |  | 158.4 |  | 260.4 |
Deferred tax liabilities |  | 361.4 |  | — |  | — |  | 337.6 |  | 23.8 |
Other long-term liabilities |  | 166.5 |  | — |  | — |  | 68.8 |  | 97.7 |
Total liabilities |  | 4,893.4 |  | (516.1 | ) | 869.7 |  | 2,354.4 |  | 2,185.4 |
Total equity |  | 1,522.1 |  | (1,562.4 | ) | 1,522.1 |  | 1,137.7 |  | 424.7 |
Total liabilities and equity |  | $ | 6,415.5 |  | $ | (2,078.5 | ) | $ | 2,391.8 |  | $ | 3,492.1 |  | $ | 2,610.1 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME | CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended June 30, 2014
|  | Total Company |  | Eliminations |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Revenues |  | $ | 4,406.7 |  | $ | — |  | $ | — |  | $ | 2,480.6 |  | $ | 1,926.1 |
Cost of sales |  | 3,739.8 |  | — |  | — |  | 2,080.4 |  | 1,659.4 |
Gross profit |  | 666.9 |  | — |  | — |  | 400.2 |  | 266.7 |
Selling, general and administrative expenses |  | 513.2 |  | — |  | 5.9 |  | 302.5 |  | 204.8 |
Depreciation |  | 17.5 |  | — |  | 0.3 |  | 9.8 |  | 7.4 |
Operating income (loss) |  | 136.2 |  | — |  | (6.2 | ) | 87.9 |  | 54.5 |
Floor plan interest expense |  | (11.6 | ) | — |  | (2.4 | ) | (5.4 | ) | (3.8 | )
Other interest expense |  | (13.1 | ) | — |  | (7.4 | ) | (1.1 | ) | (4.6 | )
Equity in earnings of affiliates |  | 10.9 |  | — |  | 9.4 |  | — |  | 1.5 |
Equity in earnings of subsidiaries |  | — |  | (128.0 | ) | 128.0 |  | — |  | — |
Income (loss) from continuing operations before income taxes |  | 122.4 |  | (128.0 | ) | 121.4 |  | 81.4 |  | 47.6 |
Income taxes |  | (41.1 | ) | 43.3 |  | (41.1 | ) | (27.9 | ) | (15.4 | )
Income (loss) from continuing operations |  | 81.3 |  | (84.7 | ) | 80.3 |  | 53.5 |  | 32.2 |
(Loss) income from discontinued operations, net of tax |  | (7.4 | ) | 7.4 |  | (7.4 | ) | 0.2 |  | (7.6 | )
Net income (loss) |  | 73.9 |  | (77.3 | ) | 72.9 |  | 53.7 |  | 24.6 |
Other comprehensive income (loss), net of tax |  | 18.8 |  | (18.4 | ) | 18.8 |  | 1.5 |  | 16.9 |
Comprehensive income |  | 92.7 |  | (95.7 | ) | 91.7 |  | 55.2 |  | 41.5 |
Less: Comprehensive income attributable to the non-controlling interests |  | 0.9 |  | — |  | — |  | — |  | 0.9 |
Comprehensive income attributable to Penske Automotive Group common stockholders |  | $ | 91.8 |  | $ | (95.7 | ) | $ | 91.7 |  | $ | 55.2 |  | $ | 40.6 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended June 30, 2013
|  | Total Company |  | Eliminations |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Revenues |  | $ | 3,630.6 |  | $ | — |  | $ | — |  | $ | 2,196.0 |  | $ | 1,434.6 |
Cost of sales |  | 3,071.1 |  | — |  | — |  | 1,836.9 |  | 1,234.2 |
Gross profit |  | 559.5 |  | — |  | — |  | 359.1 |  | 200.4 |
Selling, general and administrative expenses |  | 432.7 |  | — |  | 4.6 |  | 272.0 |  | 156.1 |
Depreciation |  | 14.7 |  | — |  | 0.4 |  | 8.5 |  | 5.8 |
Operating income (loss) |  | 112.1 |  | — |  | (5.0 | ) | 78.6 |  | 38.5 |
Floor plan interest expense |  | (10.7 | ) | — |  | (2.5 | ) | (5.0 | ) | (3.2 | )
Other interest expense |  | (11.9 | ) | — |  | (5.4 | ) | (1.1 | ) | (5.4 | )
Equity in earnings of affiliates |  | 8.9 |  | — |  | 6.9 |  | — |  | 2.0 |
Equity in earnings of subsidiaries |  | — |  | (103.9 | ) | 103.9 |  | — |  | — |
Income (loss) from continuing operations before income taxes |  | 98.4 |  | (103.9 | ) | 97.9 |  | 72.5 |  | 31.9 |
Income taxes |  | (34.9 | ) | 36.2 |  | (34.8 | ) | (27.4 | ) | (8.9 | )
Income (loss) from continuing operations |  | 63.5 |  | (67.7 | ) | 63.1 |  | 45.1 |  | 23.0 |
(Loss) income from discontinued operations, net of tax |  | (1.0 | ) | 1.0 |  | (1.0 | ) | — |  | (1.0 | )
Net income (loss) |  | 62.5 |  | (66.7 | ) | 62.1 |  | 45.1 |  | 22.0 |
Other comprehensive income (loss), net of tax |  | 3.0 |  | (2.6 | ) | 3.0 |  | 1.1 |  | 1.5 |
Comprehensive income |  | 65.5 |  | (69.3 | ) | 65.1 |  | 46.2 |  | 23.5 |
Less: Comprehensive income attributable to the non-controlling interests |  | 0.4 |  | — |  | — |  | — |  | 0.4 |
Comprehensive income attributable to Penske Automotive Group common stockholders |  | $ | 65.1 |  | $ | (69.3 | ) | $ | 65.1 |  | $ | 46.2 |  | $ | 23.1 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2014
|  | Total Company |  | Eliminations |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Revenues |  | $ | 8,454.7 |  | $ | — |  | $ | — |  | $ | 4,661.1 |  | $ | 3,793.6 |
Cost of sales |  | 7,163.8 |  | — |  | — |  | 3,905.7 |  | 3,258.1 |
Gross profit |  | 1,290.9 |  | — |  | — |  | 755.4 |  | 535.5 |
Selling, general and administrative expenses |  | 1,001.0 |  | — |  | 11.7 |  | 589.1 |  | 400.2 |
Depreciation |  | 34.0 |  | — |  | 0.6 |  | 19.1 |  | 14.3 |
Operating income (loss) |  | 255.9 |  | — |  | (12.3 | ) | 147.2 |  | 121.0 |
Floor plan interest expense |  | (22.7 | ) | — |  | (4.8 | ) | (10.4 | ) | (7.5 | )
Other interest expense |  | (26.2 | ) | — |  | (14.5 | ) | (2.3 | ) | (9.4 | )
Equity in earnings of affiliates |  | 16.0 |  | — |  | 13.6 |  | — |  | 2.4 |
Equity in earnings of subsidiaries |  | — |  | (239.6 | ) | 239.6 |  | — |  | — |
Income (loss) from continuing operations before income taxes |  | 223.0 |  | (239.6 | ) | 221.6 |  | 134.5 |  | 106.5 |
Income taxes |  | (75.2 | ) | 81.2 |  | (75.2 | ) | (51.8 | ) | (29.4 | )
Income (loss) from continuing operations |  | 147.8 |  | (158.4 | ) | 146.4 |  | 82.7 |  | 77.1 |
(Loss) income from discontinued operations, net of tax |  | (6.0 | ) | 6.0 |  | (6.0 | ) | 7.2 |  | (13.2 | )
Net income (loss) |  | 141.8 |  | (152.4 | ) | 140.4 |  | 89.9 |  | 63.9 |
Other comprehensive income (loss), net of tax |  | 25.0 |  | (25.2 | ) | 25.0 |  | (0.9 | ) | 26.1 |
Comprehensive income |  | 166.8 |  | (177.6 | ) | 165.4 |  | 89.0 |  | 90.0 |
Less: Comprehensive income attributable to the non-controlling interests |  | 1.1 |  | 0.2 |  | (0.2 | ) | — |  | 1.1 |
Comprehensive income attributable to Penske Automotive Group common stockholders |  | $ | 165.7 |  | $ | (177.8 | ) | $ | 165.6 |  | $ | 89.0 |  | $ | 88.9 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2013
|  | Total Company |  | Eliminations |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Revenues |  | $ | 6,979.9 |  | $ | — |  | $ | — |  | $ | 4,156.9 |  | $ | 2,823.0 |
Cost of sales |  | 5,893.8 |  | — |  | — |  | 3,473.0 |  | 2,420.8 |
Gross profit |  | 1,086.1 |  | — |  | — |  | 683.9 |  | 402.2 |
Selling, general and administrative expenses |  | 839.8 |  | — |  | 9.8 |  | 522.0 |  | 308.0 |
Depreciation |  | 29.0 |  | — |  | 0.8 |  | 16.5 |  | 11.7 |
Operating income (loss) |  | 217.3 |  | — |  | (10.6 | ) | 145.4 |  | 82.5 |
Floor plan interest expense |  | (20.8 | ) | — |  | (4.8 | ) | (9.7 | ) | (6.3 | )
Other interest expense |  | (23.4 | ) | — |  | (11.7 | ) | (2.2 | ) | (9.5 | )
Equity in earnings of affiliates |  | 11.2 |  | — |  | 8.8 |  | — |  | 2.4 |
Equity in earnings of subsidiaries |  | — |  | (201.8 | ) | 201.8 |  | — |  | — |
Income (loss) from continuing operations before income taxes |  | 184.3 |  | (201.8 | ) | 183.5 |  | 133.5 |  | 69.1 |
Income taxes |  | (63.2 | ) | 68.4 |  | (63.1 | ) | (51.2 | ) | (17.3 | )
Income (loss) from continuing operations |  | 121.1 |  | (133.4 | ) | 120.4 |  | 82.3 |  | 51.8 |
(Loss) income from discontinued operations, net of tax |  | (0.6 | ) | 0.6 |  | (0.6 | ) | 0.8 |  | (1.4 | )
Net income (loss) |  | 120.5 |  | (132.8 | ) | 119.8 |  | 83.1 |  | 50.4 |
Other comprehensive income (loss), net of tax |  | (34.1 | ) | 34.2 |  | (34.1 | ) | 2.1 |  | (36.3 | )
Comprehensive income |  | 86.4 |  | (98.6 | ) | 85.7 |  | 85.2 |  | 14.1 |
Less: Comprehensive income attributable to the non-controlling interests |  | 1.3 |  | (0.5 | ) | 0.5 |  | — |  | 1.3 |
Comprehensive income attributable to Penske Automotive Group common stockholders |  | $ | 85.1 |  | $ | (98.1 | ) | $ | 85.2 |  | $ | 85.2 |  | $ | 12.8 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2014
|  | Total Company |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Net cash from continuing operating activities |  | $ | 211.4 |  | $ | 33.6 |  | $ | 95.8 |  | $ | 82.0 |
Investing activities: |  |  |  |  |  |  |  |  |
Purchase of equipment and improvements |  | (72.9 | ) | (0.4 | ) | (51.8 | ) | (20.7 | )
Purchase of car rental vehicles |  | (76.3 | ) | — |  | (76.3 | ) | — |
Acquisitions, net |  | (86.2 | ) | — |  | (80.5 | ) | (5.7 | )
Other |  | 24.9 |  | 4.1 |  | 20.8 |  | — |
Net cash from continuing investing activities |  | (210.5 | ) | 3.7 |  | (187.8 | ) | (26.4 | )
Financing activities: |  |  |  |  |  |  |  |  |
Net borrowings (repayments) of long-term debt |  | (3.1 | ) | 10.0 |  | 45.1 |  | (58.2 | )
Net borrowings (repayments) of floor plan notes payable — non-trade |  | 32.4 |  | 1.7 |  | 14.6 |  | 16.1 |
Repurchases of common stock |  | (15.5 | ) | (15.5 | ) | — |  | — |
Dividends |  | (33.5 | ) | (33.5 | ) | — |  | — |
Distributions from (to) parent |  | — |  | — |  | 3.6 |  | (3.6 | )
Other |  | 0.3 |  | — |  | — |  | 0.3 |
Net cash from continuing financing activities |  | (19.4 | ) | (37.3 | ) | 63.3 |  | (45.4 | )
Net cash from discontinued operations |  | 30.1 |  | — |  | 16.1 |  | 14.0 |
Net change in cash and cash equivalents |  | 11.6 |  | — |  | (12.6 | ) | 24.2 |
Cash and cash equivalents, beginning of period |  | 49.8 |  | — |  | 12.6 |  | 37.2 |
Cash and cash equivalents, end of period |  | $ | 61.4 |  | $ | — |  | $ | — |  | $ | 61.4 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2013
|  | Total Company |  | Penske Automotive Group |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |
|  | (In millions) |
Net cash from continuing operating activities |  | $ | 174.0 |  | $ | 72.1 |  | $ | 52.4 |  | $ | 49.5 |
Investing activities: |  |  |  |  |  |  |  |  |
Purchase of equipment and improvements |  | (70.2 | ) | (0.7 | ) | (45.9 | ) | (23.6 | )
Purchase of car rental vehicles |  | (73.2 | ) | — |  | (73.2 | ) | — |
Acquisitions, net |  | (30.7 | ) | — |  | (29.3 | ) | (1.4 | )
Other |  | (9.7 | ) | — |  | (15.5 | ) | 5.8 |
Net cash from continuing investing activities |  | (183.8 | ) | (0.7 | ) | (163.9 | ) | (19.2 | )
Financing activities: |  |  |  |  |  |  |  |  |
Net borrowings (repayments) of long-term debt |  | (11.2 | ) | (40.0 | ) | 80.3 |  | (51.5 | )
Net borrowings (repayments) of floor plan notes payable — non-trade |  | 37.6 |  | 10.6 |  | (5.7 | ) | 32.7 |
Repurchases of common stock |  | (15.8 | ) | (15.8 | ) | — |  | — |
Dividends |  | (26.2 | ) | (26.2 | ) | — |  | — |
Distributions from (to) parent |  | — |  | — |  | 0.3 |  | (0.3 | )
Other |  | 0.2 |  | — |  | — |  | 0.2 |
Net cash from continuing financing activities |  | (15.4 | ) | (71.4 | ) | 74.9 |  | (18.9 | )
Net cash from discontinued operations |  | 7.7 |  | — |  | 1.9 |  | 5.8 |
Net change in cash and cash equivalents |  | (17.5 | ) | — |  | (34.7 | ) | 17.2 |
Cash and cash equivalents, beginning of period |  | 43.8 |  | — |  | 34.7 |  | 9.1 |
Cash and cash equivalents, end of period |  | $ | 26.3 |  | $ | — |  | $ | — |  | $ | 26.3 |

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