PENSKE AUTOMOTIVE GROUP INC

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and Part II, Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, along with our other periodic reports filed with the Securities and Exchange Commission, which could materially affect our business, financial condition, or future results. The following disclosure further updates the risk factors included in our 2023 Annual Report on Form 10-K:

Legal and Compliance Risks

Regulatory Issues. We are subject to a wide variety of regulatory activities and oversight, including:

Governmental regulations, claims, and legal proceedings. Governmental regulations affect almost every aspect of our business, including the fair treatment of our employees, wage and hour issues, and our financing activities with customers. In California, previous judicial decisions have called into question whether long-standing methods for compensating dealership employees comply with the local wage and hour rules and may do so again. We could be susceptible to claims or related actions if we fail to operate our business in accordance with applicable laws or it is determined that long-standing compensation methods did not comply with local laws. Many laws and regulations applicable to our business were adopted prior to the introduction of online vehicle sales, the Internet and certain digital technology, generally. As a result, we are tasked with maintaining compliance in an uncertain regulatory environment. Claims arising out of actual or alleged violations of law which may be asserted against us or any of our dealers by individuals, through class actions, or by governmental entities in civil or criminal investigations and proceedings, may expose us to substantial monetary damages which may adversely affect us.

Our financing activities with customers are subject to truth-in-lending, consumer leasing, equal credit opportunity, and similar regulations as well as motor vehicle finance laws, installment finance laws, insurance laws, usury laws, and other installment sales laws. In the U.K., the Financial Conduct Authority (the "FCA") regulates financial services firms and financial markets, including our activities in acting as broker for the financing of vehicle sales. The FCA has announced that it will investigate the historic use of discretionary commission arrangements ("DCAs") amid concerns that this practice may have been unfair to customers. The purpose of the investigation is to consider whether the historic use of DCAs caused customers to pay too much for their car loans and, if so, to consider potential remediation measures. The investigation is being undertaken after the Financial Ombudsman Service (a public body, which resolves financial complaints) determined that DCAs, in two separate cases which do not involve us, had caused financial losses to customers. We await the outcome of the FCA’s investigation which is expected in May of 2025. Any regulatory or judicial outcome that ultimately results in the refund of historical commissions paid to us or that reduces the commissions paid to us could materially and adversely affect us.

On October 25, 2024, the U.K. Court of Appeal (the second highest court in the U.K.) issued a judgment in the case Johnson v Firstrand Bank Ltd, Wrench v Firstrand Bank Ltd and Hopcraft v Close Brothers Ltd, which required those lenders to repay those customers the commissions paid to the dealers for their vehicle finance agreements, determining that, in those cases, there was a duty to the customers to disclose the amount of the commissions paid to those dealers. We believe this Judgment is contrary to existing guidance issued by the FCA and is expected to be appealed by those lenders. However, while this appeal process is pending (which is expected to take months), our U.K. consumer lending partners have begun to require changes in the process of financing the purchase of vehicles to our customers. Moreover the FCA has issued a statement that they are evaluating this new Judgment which may alter or accelerate the FCA’s investigation noted above.

In response to this Judgment, some of our lending partners have paused the issuance of new consumer financing as they evaluate this Judgment. Some of our lending partners are now requiring that we disclose the amount of any commissions we receive in connection with consumer financing, and we expect all of our lenders to make similar changes. Other lenders are now requiring that we receive only fixed commissions from our customers which commissions also are to be disclosed to the customers. We expect all of our U.K. lenders to implement additional disclosure forms for our customers pending further guidance. While this decision is appealed and pending further regulatory guidance, we may see pressure on the penetration and margins associated with our consumer financing in the U.K., although the effect of this new Judgment is uncertain. Moreover, while the focus of the FCA’s potential redress to customers, and the Judgment above, has been on the lenders and not dealers, we may experience claims for repayment of historical commissions we have received from customers, which amounts could materially and adversely affect us.