潘世奇汽车 2024年度报告

Form10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 For the transition period fromtoCommission file number1-12297 Penske Automotive Group, Inc. (State or other jurisdiction ofincorporation or organization) 2555 Telegraph RoadBloomfield HillsMichigan(Address of principal executive offices) (248)648-2500(Registrant's telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: 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.YesxNoo 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. YesoNoxIndicate 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 Actof 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 tosuch filing requirements for the past 90 days.YesxNooIndicate 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 submitsuch files).YesxNooIndicate 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 FilerxAccelerated fileroNon-accelerated filero 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.oIndicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.xIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.oIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐Nox The aggregate market value of the voting common stock held by non-affiliates as of June28, 2024 (the last trading day of the registrant's secondfiscal quarter), was $2,759,410,642. As of February11, 2025, there were66,749,222shares 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 2025 Annual Meeting of the Stockholders to be held May14, 2025, are incorporated by reference into Part III, Items 10-14. TABLE OF CONTENTS ItemPagePART I1Business11A.Risk Factors181B.Unresolved Staff Comments281C.Cybersecurity282Properties293Legal Proceedings294Mine Safety Disclosures30PART II5Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities306Reserved317Management's Discussion and Analysis of Financial Condition and Results of Operations317A.Quantitative and Qualitative Disclosures About Market Risk568Financial Statements and Supplementary Data579Changes in and Disagreements with Accountants on Accounting and Financial Disclosure579A.Controls and Procedures579B.Other Information579C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections57PART III10Directors, Executive Officers, and Corporate Governance5811Executive Compensation5812Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters5813Certain Relationships and Related Transactions and Director Independence5814Principal Accounting Fees and Services58PART IV15Exhibits and Financial Statement Schedules5916Form 10-K Summary59 PART I Item 1.Business We are a diversified international transportation services company and one of the world's premier automotive and commercialtruck retailers. We operate dealerships in the United States, the United Ki