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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-12297 Penske Automotive Group, Inc. (Exact name of registrant as specified in its charter) Delaware 22-3086739 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2555 Telegraph Road Bloomfield Hills, Michigan 48302-0954 (Address of principal executive offices) (Zip Code) (248) 648-2500 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Voting Common Stock, par value $0.0001 per share PAG New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No ◻ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ◻ No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ⌧ Accelerated filer ◻ Non-accelerated filer ◻ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧ The aggregate market value of the voting common stock held by non-affiliates as of June 30, 2019 was $1,563,801,193. As of February 14, 2020, there were 81,355,508 shares of voting common stock outstanding. Documents Incorporated by Reference Certain portions, as expressly described in this report, of the registrant’s proxy statement for the 2020 Annual Meeting of the Stockholders to be held May 13, 2020 are incorporated by reference into Part III, Items 10-14. Table of Contents TABLE OF CONTENTS Item Page PART I 1 Business 1 1A. Risk Factors 23 1B. Unresolved Staff Comments 31 2 Properties 31 3 Legal Proceedings 31 4 Mine Safety Disclosures 31 PART II 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 6 Selected Financial Data 34 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 7A. Quantitative and Qualitative Disclosures About Market Risk 57 8 Financial Statements and Supplementary Data 58 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 58 9A. Controls and Procedures 58 9B. Other Information 59 PART III 10 Directors, Executive Officers and Corporate Governance 60 11 Executive Compensation 60 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 60 13 Certain Relationships and Related Transactions, and Director Independence 60 14 Principal Accounting Fees and Services 60 PART IV 15 Exhibits, Financial Statement Schedules 60 16 Form 10-K Summary 60 Table of Contents PART I Item 1. Business We are a diversified 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. We employ nearly 27,000 people worldwide. In 2019, our business generated $23.2 billion in total revenue, which is comprised of approximately $20.6 billion from retail automotive dealerships, $2.1 billion from retail commercial truck dealerships and $0.5 billion from commercial vehicle distribution and other operations. We generated $3.5 billion in gross profit, which is comprised of $3.0 billion from retail automotive dealerships, $277.8 million from retail commercial truck dealerships and $138.8 million from commercial vehicle distribution and other operations. Retail Automotive Dealership. We believe we are the second largest automotive retailer headquartered in the U.S. as measured by the $20.6 billion in total retail automotive dealership revenue we generated in 2019. As of December 31, 2019, we operated 321 retail automotive franchises, of which 145 franchises are located in the U.S. and 176 franchises are located outside of the U.S. The franchises outside the U.S. are located primarily in the U.K. In 2019, we retailed and wholesaled more than 629,000 vehicles. We are diversified geographically, with 57% of our total retail automotive dealership revenues in 2019 generated in the U.S. and Puerto Rico and 43% generated outside the U.S. We offer over 35 vehicle brands, with 70% of our retail automotive dealership revenue in 2019 generated from premium brands, such as Audi, BMW, Land Rover, Mercedes-Benz and Porsche. Each of our dealerships offers 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 our franchised dealerships under franchise agreements with a number of automotive manufacturers and distributors that are subject to certain rights and restrictions typical of the industry. We also operate sixteen used vehicle supercenters in the U.S. and the U.K. which retail and wholesale used vehicles under a one price, “no-haggle” methodology. Our CarSense operations in the U.S. consist of six retail locations operating in the Philadelphia and Pittsburgh, Pennsylvania market areas. Our CarShop operations in the U.K. consist of ten retail locations and a vehicle preparation center. During 2019, we opened one used vehicle supercenter in the U.S. and one used vehicle supercenter in the U.K. During 2019, we disposed of twenty-five retail automotive franchises and were awarded one retail automotive franchise. Of the franchises disposed of, ten represented franchises in the U.S., seven represented franchises in Germany, and eight represented franchises in the U.K. We maintained a 20% ownership interest in three of the franchises disposed of in the U.S. representing the Bentley, Ferrari, and Maserati brands and account for the joint venture using the equity method of accounting. We also acquired an additional 12.4% interest in the Jacobs Group, one of our German automotive dealership joint ventures, and now own a 91.8% interest in the Jacobs Group. Retail automotive dealerships represented 88.9% of our total revenues and 88.0% of our total gross profit in 2019. We believe our diversified retail automotive income streams help to mitigate the historical cyclicality found in some elements of the automotive sector. Revenues from higher margin service and parts sales include warranty work, customer paid work, rapid repair, collision repair services, and wholesale parts sales. Service and parts sales are typically less cyclical than retail vehicle sales and generate the largest part of our retail automotive gross profit. 1 Table of Contents The following graphics show the percentage of our total retail automotive dealership revenues by product area and their respective contribution to our retail automotive gross profit: Revenue Mix Gross Profit Mix Retail Commercial Truck Dealership. We operate a heavy and medium duty truck dealership group known as Premier Truck Group (“PTG”) offering primarily Freightliner and Western Star branded trucks, with locations in Texas, Oklahoma, Tennessee, Georgia, Utah, Idaho, and Canada. In 2019, we acquired Warner Truck Centers, with six locations in Utah and Idaho. As of December 31, 2019, PTG operated 25 locations. PTG also offers a full range of used trucks available for sale as well as service and parts departments, providing a full range of maintenance and repair services. This business represented 8.8% of our total revenues and 8.0% of our total gross profit in 2019. Our retail commercial truck business also benefits from diversified income streams similar to those of the retail automotive sector. The following graphics show the percentage of our total retail commercial truck dealership revenues by product area and their respective contribution to our retail commercial truck gross profit: Revenue Mix Gross Profit Mix 2 Table of Contents Penske Australia. 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.

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