PENSKE AUTOMOTIVE GROUP INC
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
PAG$212.79+0.2%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
INDEX OF EXHIBITS
Each management contract or compensatory plan or arrangement is identified with an asterisk.
| 3.1 | Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to exhibit 3.1 to our Form 10-Q filed July 27, 2023). |
| 3.2 | Second Amended and Restated Bylaws, effective as of February 16, 2023 (incorporated by reference to exhibit 3.1 to our Form 8-K filed February 17, 2023). |
| 4.1.1 | Indenture dated November 21, 2014, (the “2014 Indenture”), between us and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to exhibit 4.1 to our Form 8-K filed November 21, 2014). |
| 4.1.2 | Second Supplemental Indenture to 2014 Indenture, dated April 27, 2016, adding additional guarantors (incorporated by reference to exhibit 4.2 to our Form 10-Q filed April 27, 2016). |
| 4.1.3 | Fourth Supplemental Indenture to 2014 Indenture, dated July 13, 2016, adding additional guarantors (incorporated by reference to exhibit 4.2 to our Form 10-Q filed July 29, 2016). |
| 4.1.4 | Sixth Supplemental Indenture to 2014 Indenture, dated as of October 24, 2018, adding additional guarantors (incorporated by reference to exhibit 4.2 to our Form 10-Q filed October 26, 2018). |
| 4.1.5 | Seventh Supplemental Indenture to 2014 Indenture, dated as of August 20, 2020, related to our 3.50% Senior Subordinated Notes due 2025 (incorporated by reference to exhibit 4.1 to our Form 8-K filed August 20, 2020). |
| 4.1.6 | Form of 3.50% Senior Subordinated Notes due 2025 (included with the Seventh Supplemental Indenture filed as exhibit 4.1.5). |
| 4.1.7 | Eighth Supplemental Indenture to 2014 Indenture, dated as of February 18, 2021, adding additional guarantors (incorporated by reference to exhibit 4.1.9 to our Form 10-K filed February 19, 2021). |
| 4.1.8 | Ninth Supplemental Indenture dated June 15, 2021 among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to exhibit 4.1 of our Form 8-K filed June 15, 2021). |
| 4.1.9 | Form of 3.75% Senior Subordinated Notes due 2029 (included within the Ninth Supplemental Indenture filed as exhibit 4.1.8). |
| 4.1.10 | Tenth Supplemental Indenture dated February 15, 2024, adding additional guarantors. |
| 4.2.1 | Tenth Amendment to the Fifth Amended and Restated Credit Agreement dated April 20, 2023, among us, Mercedes-Benz Financial Services USA LLC, Daimler Truck Financial Services USA, LLC, and Toyota Motor Credit Corporation which includes a Conformed Copy of the Fifth Amended and Restated Credit Agreement and all amendments thereto attached as Exhibit A (incorporated by reference to exhibit 4.1 to our Form 8-K filed April 21, 2023). |
| 4.2.2 | Second Amended and Restated Security Agreement dated September 8, 2004, among us, Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation (incorporated by reference to exhibit 10.2 to our Form 8-K filed September 10, 2004). |
| 4.3.1 | Amended and Restated Credit Agreement dated January 31, 2023, by and among our U.K. Subsidiaries, National Westminster Bank plc, and BMW Financial Services (GB) Limited (incorporated by reference to exhibit 4.1 to our Form 8-K filed February 3, 2023). |
| 4.3.2 | Consent and Amendment Letter dated December 5, 2023, to Amended and Restated Credit Agreement dated January 31, 2023, by and among our U.K. Subsidiaries, National Westminster Bank plc., and BMW Financial Services (GB) Limited (incorporated by reference to exhibit 4.1 to our Form 8-K filed December 11, 2023). |
| 4.4 | Description of Penske Automotive Group, Inc. Securities (incorporated by reference to exhibit 4.5 to our Form 10-K filed February 21, 2020). |
| *10.1 | Penske Automotive Group 2015 Equity Incentive Plan (incorporated by reference to exhibit 10.1 to our Form 8-K filed May 6, 2015). |
| *10.2 | Penske Automotive Group 2020 Equity Incentive Plan (incorporated by reference to exhibit 10.1 to our Form 8-K filed May 13, 2020). |
| *10.3 | Form of Restricted Stock Agreement. |
| *10.4 | Form of Restricted Stock Unit Agreement (incorporated by reference to exhibit 10.3 to our Form 8-K filed May 13, 2020). |
| *10.5 | Amended and Restated Penske Automotive Group, Inc. Non-Employee Director Compensation Plan dated December 9, 2020 (incorporated by reference to exhibit 10.5 to our Form 10-K filed February 19, 2021). |
| *10.6.1 | Penske Automotive Group Amended and Restated Nonqualified Deferred Compensation Plan effective December 1, 2020 (incorporated by reference to exhibit 10.6.1 to our Form 10-K filed February 19, 2021). |
| *10.6.2 | Penske Automotive Group, Inc. Nonqualified Deferred Compensation Plan Adoption Agreement dated November 11, 2020 (incorporated by reference to exhibit 10.6.2 to our Form 10-K filed February 19, 2021). |
| 10.7 | Registration Rights Agreement among us and Penske Automotive Holdings Corp. dated December 22, 2000 (incorporated by reference to exhibit 10.26.1 to our Form 10-K filed March 29, 2001). |
| 10.8 | Second Amended and Restated Registration Rights Agreement among us, Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. dated March 26, 2004 (incorporated by reference to exhibit 10.2 to our Form 8-K filed March 26, 2004). |
| 10.9.1 | Stockholders Agreement by and among Mitsui & Co., Ltd., Mitsui & Co (U.S.A.), Inc., Penske Corporation and Penske Automotive Holdings Corp. dated July 30, 2013 (incorporated by reference to exhibit 46 to Amendment No. 26 to Schedule 13D filed July 30, 2013). |
| 10.9.2 | Letter Agreement re: Amendment of PAG Stockholders Agreement, dated October 20, 2017, by and among Penske Corporation, Penske Automotive Holdings Corp., Mitsui & Co. Ltd. and Mitsui & Co. (U.S.A.), Inc. (incorporated by reference to exhibit 21 of Amendment No. 29 to Schedule 13D filed October 23, 2017). |
| 10.9.3 | Letter Agreement re: Second Amendment of PAG Stockholders Agreement, dated March 27, 2018, by and among Penske Corporation, Penske Automotive Holdings Corp., Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. (incorporated by reference to exhibit 22 of Amendment No. 30 to Schedule 13D filed March 27, 2018). |
| 10.1 | Voting Agreement by and between us and Penske Corporation dated January 23, 2024 (incorporated by reference to exhibit 10.1 to our Form 8-K filed January 24, 2024). |
| 10.11 | Letter Agreement dated December 12, 2018, among us, Mitsui & Co., Ltd. and Mitsui & Co., (U.S.A.), Inc. (incorporated by reference to exhibit 10.2 to our Form 8-K filed December 13, 2018). |
| 10.12 | Services Agreement dated as of December 16, 2021 between us and Mitsui & Co. (U.S.A.), Inc. (incorporated by reference to exhibit 10.1 of our Form 8-K filed December 17, 2021). |
| 10.13 | Trade Name and Trademark Agreement dated May 6, 2008, between us and Penske System, Inc. (incorporated by reference to exhibit 10.1 to our Form 10-Q filed May 8, 2008). |
| 10.14.1 | Seventh Amended and Restated Agreement of Limited Partnership of Penske Truck Leasing Co., L.P. dated September 7, 2017, by and among Penske Truck Leasing Corporation, PTL GP, LLC, GE Capital Truck Leasing Holding LLC, General Electric Credit Corporation of Tennessee, MBK USA Commercial Vehicles Inc. and us (incorporated by reference to exhibit 10.3 to our Form 8-K filed September 8, 2017). |
| 10.14.2 | Amendment No. 1, dated February 6, 2023, to Seventh Amended and Restated Agreement of Limited Partnership of Penske Truck Leasing Co., L.P., dated September 8, 2017, by and among Penske Truck Leasing Corporation, PTL GP, LLC, MBK USA Commercial Vehicles Inc. and us (incorporated by reference to exhibit 10.1 to our Form 8-K filed February 8, 2023). |
| 10.15 | Amended and Restated Rights Agreement dated March 17, 2015, by and between us and Penske Truck Leasing Corporation (incorporated by reference to exhibit 10.2 to our Form 10-Q filed May 1, 2015). |
| 10.16 | PTL Holdings Australia Pty Ltd, Penske Transportation Group International Pty Ltd and Penske Investments Pty Ltd Shareholders Agreement dated April 1, 2014 (incorporated by reference to exhibit 10.14 to our Form 10-K filed February 21, 2020). |
| 10.17 | Stock Purchase Agreement, by and between Penske Investments Limited Partnership and Penske Automotive Group, Inc., dated December 22, 2023.** |
| 21 | Subsidiary List. |
| 22.1 | List of Guarantor Subsidiaries under our Senior Subordinated Notes. |
| 23.1 | Consent of Deloitte & Touche LLP. |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification. |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification. |
| 32 | Section 1350 Certification. |
| 97 | Penske Automotive Group, Inc. Compensation Recovery Policy. |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | XBRL Taxonomy Extension Schema. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
- Compensatory plans or contracts
** Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and the Company agrees to furnish supplementally to the Commission a copy of any omitted exhibits or schedules upon request.
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the Company or its subsidiaries are not filed herewith. We hereby agree to furnish a copy of any such instrument to the Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 16, 2024.
| PENSKE AUTOMOTIVE GROUP, INC. | |
| By: | /s/ Roger S. Penske |
| Roger S. PenskeChair of the Board andChief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Roger S. Penske | Chair of the Board and | February 16, 2024 |
| Roger S. Penske | Chief Executive Officer (Principal Executive Officer) | |
| /s/ Michelle Hulgrave | Executive Vice President and Chief Financial Officer | February 16, 2024 |
| Michelle Hulgrave | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ John D. Barr | Director | February 16, 2024 |
| John D. Barr | ||
| /s/ Lisa Davis | Director | February 16, 2024 |
| Lisa Davis | ||
| /s/ Michael R. Eisenson | Director | February 16, 2024 |
| Michael R. Eisenson | ||
| /s/ Robert H. Kurnick, Jr. | Director | February 16, 2024 |
| Robert H. Kurnick, Jr. | ||
| /s/ Wolfgang Dürheimer | Director | February 16, 2024 |
| Wolfgang Dürheimer | ||
| /s/ Kimberly J. McWaters | Director | February 16, 2024 |
| Kimberly J. McWaters | ||
| /s/ Greg Penske | Director | February 16, 2024 |
| Greg Penske | ||
| /s/ Sandra E. Pierce | Director | February 16, 2024 |
| Sandra E. Pierce | ||
| /s/ Kota Odagiri | Director | February 16, 2024 |
| Kota Odagiri | ||
| /s/ Greg C. Smith | Director | February 16, 2024 |
| Greg C. Smith | ||
| /s/ Ronald G. Steinhart | Director | February 16, 2024 |
| Ronald G. Steinhart | ||
| /s/ H. Brian Thompson | Director | February 16, 2024 |
| H. Brian Thompson | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2023, and 2022 and For the Years Ended
December 31, 2023, 2022, and 2021
| Management Report on Internal Control Over Financial Reporting | F - 2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | F - 3 |
| Consolidated Balance Sheets | F - 5 |
| Consolidated Statements of Income | F - 6 |
| Consolidated Statements of Comprehensive Income | F - 7 |
| Consolidated Statements of Cash Flows | F - 8 |
| Consolidated Statements of Equity | F - 9 |
| Notes to Consolidated Financial Statements | F - 10 |
F - 1
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