Good afternoon. Welcome to the Penske Automotive Group Third Quarter 2025 Earnings Conference Call. Today's call is being recorded and will be available for replay approximately 1 hour after completion through November 5, 2025, on the company's website under the Investors tab at www.penskeautomotive.com. I will now introduce Tony Pordon, the company's Executive Vice President of Investor Relations and Corporate Development. Sir, please go ahead.

Thank you, Rob. Good afternoon, everyone, and thank you for joining us today. A press release detailing Penske Automotive Group's third quarter 2025 financial results was issued this morning and is posted on our website, along with a presentation designed to assist you in understanding the company's results. As always, I'm available by e-mail or phone for any follow-up questions you may have. Joining me for today's call are Roger Penske, our Chair and CEO; Shelley Hulgrave, EVP and Chief Financial Officer; Rich Shearing, North American Operations; Randall Seymore, International Operations; and Tony Facione, our Vice President and Corporate Controller. We may include forward-looking statements on today's call about our earnings potential, outlook and other future events, and we may also discuss certain non-GAAP financial measures such as EBITDA. Our future results may vary from our expectations because of risks and uncertainties outlined in today's press release. We also have prominently presented and reconciled any non-GAAP measures to their most directly comparable GAAP measures in this morning's press release and the investor presentation, both of which are available on our website. Our future results may vary from our expectations because of risks and uncertainties outlined in today's press release under forward-looking statements. I also direct you to our SEC filings, including our Form 10-K and previously filed Form 10-Qs for additional discussion and factors that could cause future results to differ materially from expectations. At this time, I'll now turn the call over to Roger Penske.

Thank you, Tony. Good afternoon, everyone. I'm pleased with the performance of PAG during Q3. Our teams navigated through several challenges across our business and delivered solid results. Q3 revenue was $7.7 billion, up 1%. For the quarter, EBT was $292 million, net income, $213 million and earnings per share of $3.23. Retail automotive same-store revenue increased 5%, which included a 5% increase in service and parts revenue, partially offset by approximately $200 million of annualized revenue of strategic divestitures and dealership closures made during the last year. Q3 each year typically is impacted by seasonality as we navigate the change to a new model year. This year's seasonality was coupled with the expiration of EV tax credit in the U.S., which drove a higher penetration of BEV sales during the quarter to more than 10% of our total sales, and that's up from 6% to 7% in previous quarters. The average discount from MSRP on BEV we sold in the U.S. in Q3 was $7,100. We estimate the higher percentage of BEVs sold during the quarter reduced total new vehicle gross per unit by approximately $100. The U.S. retail automotive business was strong during Q3 as same-store new units delivered increased 9% and revenue increased $300 million or nearly 10%. The strong U.S. performance was offset by two areas. The first, the U.K. retail automotive and retail commercial trucking businesses. In the U.K., a cyber incident at Land Rover impacted delivery of new vehicles during the September registration period as well as an interruption to our service and parts business. We estimate the impact reduced the total new gross per unit by approximately $61. Gross per new unit retail in Q3 was $4,726. If you add back the impact of the higher mix of BEV units during the quarter and the impact of Land Rover gross per new unit, we have been approximately $150 per unit higher. In addition to the cyber incidents, higher costs for government-mandated social programs in the U.K. drove higher SG&A costs. The net impact of these two events drove a reduction in EBT of approximately $5 million during the quarter. Also, the challenging freight backdrop continues to impact commercial truck sales and service and parts. As a result, PTG same-store unit sales declined 19% during Q3 and EBT declined $15 million. In summary, we estimate the impact -- EBT during the third quarter was approximately $23 million or $0.25 per share. Outlining at JLR cyber incident, $4 million; our social programs, $2 million to $3 million; premier truck freight and tariff impacts, $15 million; and we had a higher bad debt expense at PTS of approximately $2 million. Our teams have taken action to reduce the impact from these macro events through various initiatives, including headcount reduction, driving efficiencies, which should benefit future periods. Let me now turn it over to Rich Shearing to discuss our North American operations.

Thank you, Roger, and good afternoon, everyone. As Roger indicated, our U.S. automotive retail business was strong during the third quarter. Same-store new and used unit sales increased 5% with new increasing 9% and used increasing 1%. During the quarter, 26% of new units sold were at MSRP compared to 32% in the third quarter last year. Used vehicle sales continue to be constrained by fewer lease returns, and we expect the lower level of lease return maturities to bottom this year and begin improving in 2026. We further expect franchise dealers, in particular, to benefit from these increasing lease returns for used vehicle sourcing. Our U.S. same-store service and parts revenue increased 6% and related gross profit increased 8%. Same-store gross margin also increased 120 basis points. Customer pay gross was up 5% and warranty was up 15%. On average, in the U.S., we estimate our automotive technicians generate approximately $30,000 of gross profit per month. Our automotive technician count is up 2% when compared to the end of September last year. While automotive service and parts revenue and gross profit is at a record level, we continue to focus on driving higher utilization of our base and increasing fixed cost absorption. And in Q3, our U.S. fixed cost absorption increased 380 basis points. Turning to Premier Truck Group. We operate 45 locations and remain one of the largest commercial truck retailers for Daimler Truck North America. As Roger indicated, EBT declined $15 million when compared to Q3 last year as the prolonged recessionary freight environment impacted orders, new and used unit sales and fixed operations. Tariffs pulled some orders previously scheduled for delivery in Q3 up to the second quarter, while other customers remain on the sidelines due to Section 232 tariffs and ultimate resolution of the EPA…

Thanks, Rich, and good afternoon, everyone. During Q3, international revenue was $2.9 billion. In the U.K., the macro operating environment remains challenging as inflation, interest rates, higher taxes, consumer affordability and the government push towards electrification impacts the overall market. During Q3, the number of same-store units we delivered declined by 7% as the zero-emission mandates, the cybersecurity incident at JLR and the previously discussed disposed or closed dealerships impacted our new unit sales. In fact, our unit volume at JLR was down approximately 700 units in Q3 2025 when compared to the same period last year. Despite the challenging operating environment, the loss of JLR units during Q3, new vehicle gross has only declined $163 per unit. Turning to used cars. Our same-store used units declined 8% as we closed or sold 4 locations and realigned the U.K. CarShop used-only dealerships to Sytner Select last year. We have now reached the 1-year anniversary of making the change to Sytner Select. As a result of this change and better management of used cars, total used gross profit in the U.K. increased 19%, contributing to the overall increase in used vehicle gross per unit. Service and same-store revenue -- service and parts same-store revenue was flat during Q3, while gross profit increased 4%, including a 270 basis point increase on gross margin. We also have operations in Italy, Germany, and Japan, and these businesses generated an increase in revenue of 23% during Q3 and an EBT increase of 54%. As we look to future opportunities in the U.K. and Europe, we opened our first Chinese brand locations. We will have 8 dealerships co-located in our Sytner Select locations as we look to drive further efficiencies to augment the investments at those sites. Turning to Australia. We operate 3 Porsche dealerships in…

Thank you, Randall. Good afternoon, everyone. We remain committed to our diversification strategy, a best-in-class balance sheet and a disciplined approach to capital allocation while implementing efficiencies and lowering costs across our businesses. Our SG&A to growth was 72.7% during Q3. The third quarter typically has a higher SG&A due to seasonality. However, Q3 SG&A to growth was also impacted by the higher social program costs in the U.K. the cyber incident in Land Rover and the lower business volume at Premier Truck Group. We believe these items contributed 120 basis points to SG&A to growth during Q3. Excluding these items, SG&A to growth increased by 30 basis points when compared to Q3 last year. For the 9 months ended September 30, 2025, we generated $852 million in cash flow from operations and adjusted EBITDA was $1.1 billion. Our free cash flow, which is cash flow from operations after deducting capital expenditures, was $625 million. On a trailing 12-month basis, adjusted EBITDA was over $1.5 billion, representing an increase of 3.2% compared to the same time last year. EBITDA for Q3 was $357 million. During the third quarter, we repaid $550 million of senior subordinated notes at their scheduled maturity, further reducing our non-vehicle debt. At the end of September, our non-vehicle long-term debt was $1.57 billion, which is down $281 million since the end of December last year. We have $5.6 billion total debt, of which $4 billion is floor plan and the remaining $1.6 billion is related to our 2029 senior subnotes, credit agreements and mortgages. 15% of the non-vehicle long-term debt is at fixed rate. We estimate a 25 basis point change in interest rates would impact interest expense by approximately $12 million. Debt to total capitalization improved to 21.5% from 26.2% at the end of December…

Thanks, Shelley. As I mentioned earlier, I continue to be pleased with our performance and remain confident in our diversified model and its ability to flex with market conditions. Thanks for joining the call today. We'll now open it up for your questions.

[Operator Instructions] Your first question today comes from line of Michael Ward from Citigroup.

Randall, I wanted to clarify something. You went over kind of quickly. You mentioned 8 locations with Chinese brands, and then you tied in Sytner Select together with it. What were you talking about there? And can you identify the brands you're kind of working with now with the Chinese-based manufacturers?

Yes, sure. So as we made the transition from CarShop to Sytner Select last year, we reduced the number of these big box retail stores down to 8. And -- so these are high-quality locations. The strategy there was to have less inventory, I'd say, better inventory through better source and increase our gross profit. And for the numbers we just went over, we were successful with that and happy and proud of the team with what they've executed over there. But we had the opportunity to take on some Chinese brands. So Chery, we've taken on in 3 locations. We launched that in October. And then Geely, we're in the process of launching right now. So we'll be running in November at 5 other locations. So look, these are existing locations, no capital expenditures to speak of. We've got fixed operations there. So it's a really good opportunity. And then just while we're on the Chinese topic, 2 other locations in Germany. So in Aachen, we're going to take on BYD again, at an existing location facility we already have. And then MG in Heinsberg, Germany, same thing with the location that we already have.

I think, Mike, also, when you think about these big box stores, these are built first-class originally for CarShop, and we've obviously changed the brand name, the Sytner Select, but we're getting about 400 people coming through the store, am I right, Randall?

Per week. Yes.

Per week. So this isn't like opening up a new branch or a new dealership with no service and no sales. This gives us a chance really to do with the Chinese brands. And it's minimal, very minimal impact from the standpoint of capital expenditure.

Okay. Wow, so you're doing with the Chinese brands at a Sytner Select location?

Correct. Maybe that's the easy way to put it, correct.

Okay. Rich, you talked a little bit about on the truck side. In the Big Beautiful Bill, there was the tax deduction for depreciation. Is that or will that have any impact on 4Q demand? Or is that more of a '26 type story?

No, I think it will have impact. In fact, the production schedule for DTNA is closed for Q4. So they filled their production schedule. And we saw, I wouldn't say significant activity as a result of the Big Beautiful Bill. I think that was a piece of it, but I also think DTNA extended the aluminum and steel tariff pricing through the end of the year and customers who are waiting or don't want to wait to understand what the impact of Section 232 tariffs are decided to lock in that pricing from the steel and aluminum tariffs and place orders in the fourth quarter this year if they're looking for business early next year. So I'd say it was a combination of those two things, Mike.

So we should expect a little uptick relative to Q3 and Q4.

I think it's going to be consistent. If I look at what we've delivered on a year-to-date basis, just over 2026 -- sorry, 12,700 units. You look at what our backlog is for the fourth quarter, it's going to be in line with those quarterly numbers. Of course, they've got to deliver them to us, and we've got to get them retailed to our customers, but I think it will be in line with what we've seen from the first 3 quarters.

And then Shelley, that's still -- from a cash standpoint, that's still a positive rate depreciation intent?

Definitely, Mike. So it will ultimately depend on how many trucks PCS decides to buy, but I think we're still comfortably in that 125 to 150 range, especially as you look out at each of the next 3 years.

Your next question comes from the line of Rajat Gupta from JPMorgan.

Just wanted to follow up on PPG. I appreciate the call out on the headwinds in the quarter. But it doesn't look like -- I mean, those headwinds are going away anytime soon. I'm curious what kind of visibility you have on the cadence there bottoming out. I'm assuming like once that business comes back, it's going to lever pretty well. But I'm curious like what kind of visibility do you have on the recovery there? And I have a follow-up.

Yes. Sure, Rajat. Rich again here. I think if you look at freight rates, I think they have bottomed out. They just haven't improved. So they've been fairly consistent in the last 6, 9 months. The issue we've got at the moment is the capacity, meaning there's too many trucks and trailers for the goods that need to be moved. And I think as I look into next year, just returning from the American Trucking Association Conference, there were some discussions there that were encouraging to me. So there was two executive orders written this year, one in April and one in September, and they're both under the responsibility of the Department of Transportation and the FMCSA to enforce related to non-domiciled CDL holders and non-English-speaking CDL holders. These two groups of CDL holders is estimated between 500,000 and 600,000 or about 6% of the total CDL driver population. And so as enforcement and kind of reconciliation occurs with these CDL drivers, we think that's going to take some capacity out of the marketplace. What we're also hearing is that it's not a one-for-one removal because we think that a number of these CDL holders are operating illegally around electronic logging devices. So if you take out one of them, it's like taking 1.5 drivers out of the market. So I think those two things are going to be beneficial for capacity tightening and freight rates as we go forward. The other thing I would add is, obviously, we're anticipating some news today on interest rates. The housing market is a significant driver of freight as well. We're about 1 million units below the 2006 peak of housing starts at the moment. And if we get lower interest rates, that could drive some activity in the housing, whether it's relocations, people becoming more mobile, certainly refinancing. And I think those things will be beneficial as well. And as we look here in October, our fixed operations, we're still 122% fixed coverage. We are seeing that customers are only repairing what they have to repair. We are seeing our collision business is a bright spot. That is up year-over-year, but certainly, parts that are consumed as trucks go up and down the road is reduced and service activity is reduced as well from an RO count perspective.

Got it. Got it. That's clear. Maybe just to follow up on just the U.S. parts and service business. If I heard you correctly, you said the U.K. was up 4%, which would mean the U.S. business is probably up like high single digit, double digit on growth. I mean, it's a pretty solid number considering you do not have the easy compares from -- because you didn't have CDK issues last year. I'm curious, is there anything you would point out that's driving that kind of double-digit growth? Is that sustainable? Anything that you're doing company-specific that might be supporting that?

Yes. Sure, Rajat. Rich here again. You look at our business, same-store performance, customer pay was up 3.5%. Warranty was up over 14% and collision is up 7.5%. And so I think each aspect of the fixed ops continues to perform well. And I think it's a combination of a couple of things. First of all, you look at the age of the car park, it continues to increase almost 13 years now. The average age of the vehicle we're servicing is 6.25 ages or years of age. And then average mileage is approaching 70,000 miles as well. So I think that's going to continue as even the SAAR this year is forecasted to be below historical norms. And so we're going to continue to see that increase. You look at what we're doing on the service lane and what we're doing with technician videos, all of these things are driving efficiencies. We're using AI in our service scheduling and reception answering. And these are driving efficiencies, which we see manifested in our effective labor rate, which is up 4% or almost $7 per hour, which comes to discounting and a focus there as well. So I think all those things combined are paying dividends. Obviously, the OEMs try to mitigate recalls, but we continue to see new recalls on a monthly basis from each of the OEMs. And so we'll see that warranty work, I think, continue.

I think the focus also on body shop, we were up significantly both in the U.S. and internationally, and we're making investments. And our return, Rajat, return on sales on the body shop somewhere between 10% and 12%.

Got it. Got it. If I can join like just one quick one. You mentioned like the data center like opportunity in Australia going very well. I'm curious like if there's any parallels there for you to tap into that opportunity in the U.S. at all, either through PTL or just building that business given how much build-out is happening here? I know the scale levels are very different, but any thoughts on that would be helpful.

Yes, Rajat, it's Randall. So yes, this has been the fastest-growing part of our business in Australia. We've got about 60% market share when you talk about 1,250 KBI and higher. But one benefit we have in Australia and New Zealand is we're the exclusive importer for that MTU product. The challenge in the U.S. -- and look, we've looked at opportunities in the U.S. and continue to, but it's much more fragmented where you have numerous distributors in North America, contrasting that where we're the sole distributor in Australia. And then MTU, who's the provider, manufacturer of the engine, they go direct to some of the bigger players, data center players in North America, whereas everything in Australia is through us. So it's a little bit hard to copy and paste it, but we have a great relationship with them and evaluate opportunities as they come.

[Operator Instructions] Your next question comes from the line of Jeff Lick from Stephens.

A question for Rich. Rich, I was wondering, there's been some -- a lot of comments amongst the other dealers that have reported already about where things are in luxury in October and just kind of going into the all-important kind of December to remember season. I was just curious if you can just talk about where you see things playing out there? And then also, if you can maybe address the GPU was down about $300 on a year-over-year basis, where you see GPU trends heading?

Yes. So Jeff, if you look at the Q3, start there first. Our premium luxury was up almost 9%, so we felt good about our mix and performed well in the quarter. As you look to where we're at right now, it's certainly a brand-by-brand situation. And of course, we've talked on the call here about Jag Land Rover. If you look at where we're at when the production cyber incident occurred, we had about a 74-day supply. As I sit here today, we're down to a 39-day supply. We expect to get visibility to their wholesales and what we'll receive in the fourth quarter on November 8, when their production software system comes back online. So in the interim, obviously, with the demand still being high for that product, it enables us to hold price, and that should be good for our grosses. So that's kind of the story on JLR. You look at Lexus, they've been one of the hotter luxury brands this year. Certainly, the launch of the GX and the TX, those models are taking a younger demographic that they really haven't played with in the past. And I think they're competing neck and neck with BMW for the highest volume luxury car this year. So I would expect BMW and Lexus to be pretty aggressive in the fourth quarter incentive-wise to try and knock down that trophy. If you look at BMW, I think the challenge we have in the fourth quarter this year with BMW is the comps to last year. If you recall, last year and really into the first part of this year, they had a significant recall that impacted almost their entire model range with the integrated brake system, stop sale and fix. And it was about this time last year where all those BMWs came off stop sale. And so the fourth quarter was a heavy delivery schedule for BMW last year. So that's kind of some color on what I would say from a premium luxury standpoint for the fourth quarter. Going to your second question on grosses, I think Roger talked about in his commentary, a couple of things I'd say when you look sequentially or compared to Q1, you got to add back the impact from the higher BEV sales in Q3. We think that was about $100 in gross. And then the JLR impact with the deferred deliveries about $60. So you add that $160 back, we're just under $5,000 all in, which is comparable to Q1. And the reason I'm not putting Q2 in there is because that's when we had a little bit of that tariff bump as people rushed out to get cars when we fully didn't understand what that impact was going to be and what the OEMs are going to pass along.

Jeff, let me add a little bit here. When you think about BMW going into the fourth quarter, BMW probably in the premium side was the most successful selling EVs. So we're seeing this drop. If you look at October month-to-date, we've sold 128 in the total U.S. versus 4,000 in Q3 -- for the Q3. So when you look at that, there's going to be a pivot here because BMW, they're pulling back, obviously, production. Now they're still supporting it to a certain extent. They're going to have to fill that back with ICE units. And I think that's going to be a conversion. We see the California where we had sometimes 20% of our business was going to be EVs. We're going to see that have a little bit of dynamic, I think, in Q4. And I'm sure it will smooth out as we go into the new product line and more of the hybrid units available for sale. So our days supply today, if you can believe it is only 10 days. We were talking about 100 days in the past. So taking the money out it certainly has impacted the business.

Appreciate that color. And just kind of a quick one for Shelley. Shelley, on the net kind of $150 million tax benefit you're receiving from the accelerated depreciation on the one Big Beautiful Bill, never get tired of saying that. Where will that show up? And when will that show up in the P&L?

I don't really get tired of talking about it either, Jeff. So it's cash flow. It's -- we are able to defer taxes -- cash taxes paid. So you will ultimately see that at the top of the cash flow statement under cash flow from operations. When we add back the change in deferred income taxes, it will be a positive, whereas last year it was a negative or at least it will swing by that amount. So you'll see that in cash flow from operations, and we certainly look to utilize that in our capital allocation. It does not impact income or our tax rate though, Jeff.

And does that start hitting now? Or is that kind of -- part of it was retroactive, correct?

Yes. It was retroactive to purchases made starting January 19 of this year. We would -- we've certainly seen it as we've made quarterly tax estimates. But as it wasn't effective until July 4, it didn't really have much of a cash impact until the second half of the year.

Your next question comes from the line of David Whiston from Morningstar.

So on the retail used, the GPU was up over 12% to a little over $2,100. And I'm just curious how much of that 12% is Sytner versus other variables?

Could you repeat that, David? It was a little hard to hear you.

Sorry.

How much of Sytner versus U.S. unused growth impact?

Yes.

It basically was -- this is Tony. It basically was all coming out of Sytner. It's coming all out of Sytner and the change that we had with respect to the Sytner Select locations and moving to a lower amount of inventory but better quality used cars.

Yes. The GPU, David, was up 37%, up 600 pounds per unit, which obviously when you melt that in with the U.S., everything else, it is exactly what we wanted to see happen. I would say that part of the Sytner Select has worked out well then when you add on the ability to see the margins, at least initially that we're seeing somewhere in GBP 3,000 to GBP 3,500 on the Chinese brands. It will be interesting to see how that plays out over time when they add more dealers to see if the competition would drive that down. But obviously, our big issue on used in the U.S. is acquisition. And I think Rich has talked about it before that we're going to start seeing considerably more lease returns as we look at Q4 and Q1 next year. And remember that probably what today, Shelley, 55% of our new vehicles at premium are leased. So -- and those are 3- and 4-year leases, which are perfect for us as we bring those back in. And then on top of that, now with the supply will be available, we'll be able to turn our loaner cars quicker. And you think about Crevier out in California has 300 loaners. We turn it 3x. That's 1,000 used cars that come internally, and we get all the new car programs for those. So those are levers that we're pulling here as we go forward. But it's a big focus, even our CarShop business. If I look at the month of September and October, we're a little off in volume because we just can't buy the right cars and just to buy them and try to -- we're just not a 8-, 9-, 10-year-old car supplier. We want to be in the sweet spot. And I would say when you look at that, that's probably in the 3 to 6 year.

One more comment on that. From the U.K. standpoint, certainly, the Sytner Select strategy has worked. But our franchise used car gross profit is up about the same as Select. So I think it's more of a I'll use the word institutional change that we've done with our team over there. It really boils down to, if you look at our total used inventory right now, less than 1% over 90 days old. So it's an age factor. It's better sourcing, so buying cars better. And then it's just discipline. I mean it is intense focus on units and then agility of pricing, quickness of reconditioning. So it's really a big -- I'd say a big, big effort for sure and discipline by the team in the U.K.

Reducing aging has been a big part of that as well. So you didn't have to discount as much.

And there are no further questions at this time. I will now turn the call back over to Mr. Roger Penske for some final closing remarks.

Yes. Thanks, everyone, for joining us for Q3. We look forward to the remainder of the year, and we'll see you on the next call. All the best. Thank you.

This concludes today's conference call. Thank you for your participation. You may now disconnect.