Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 11-K

 

x Annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934 for the year ended December 31, 2012.

 

o Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934

 

for the transition period from        to       

 

Commission file number: 001-12297

 

A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:

 

Penske Automotive Group 401(k) Savings and Retirement Plan

 

B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:

 

Penske Automotive Group, Inc.

2555 Telegraph Road
Bloomfield Hills, MI 48302-0954

 

 

 



Table of Contents

 

Penske Automotive Group 401(k) Savings and Retirement Plan

 

Table of Contents

 

 

Page

Financial Statements and Supplemental Schedule

 

 

 

Report of Independent Registered Public Accounting Firm

1

Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011

2

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2012

3

Notes to Financial Statements

4

Supplemental Schedule*

 

Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)

11

 

 


*All other schedules required by Section 2520 103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

Signatures

 

Index to Exhibits

 

Exhibit 23

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Plan Administrator and Participants of
Penske Automotive Group 401(k) Savings and Retirement Plan:

 

We have audited the accompanying statements of net assets available for benefits of Penske Automotive Group 401(k) Savings and Retirement Plan (the “Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2012, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2012 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ DELOITTE & TOUCHE LLP

 

 

 

Detroit, Michigan

 

June 27, 2013

 

 

1


 


Table of Contents

 

Penske Automotive Group 401(k) Savings and Retirement Plan

 

Statements of Net Assets Available for Benefits

 

December 31, 2012 and 2011

 

 

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

Investments at fair value

 

$

255,533,107

 

$

213,467,332

 

Receivables:

 

 

 

 

 

Participant contributions

 

341,344

 

553,101

 

Employer contributions

 

1,371,032

 

1,247,670

 

Due from broker

 

721,506

 

1,388,022

 

Notes receivable from participants

 

10,736,883

 

10,214,821

 

Total receivables

 

13,170,765

 

13,403,614

 

 

 

 

 

 

 

Total assets

 

268,703,872

 

226,870,946

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Participant refunds payable

 

81,715

 

176,798

 

Due to broker

 

712,076

 

1,387,706

 

Total liabilities

 

793,791

 

1,564,504

 

 

 

 

 

 

 

Net assets available for benefits reflecting all investments at fair value

 

267,910,081

 

225,306,442

 

 

 

 

 

 

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(2,162,120

)

(1,692,409

)

 

 

 

 

 

 

Net assets available for benefits

 

$

265,747,961

 

$

223,614,033

 

 

The accompanying notes are an integral part of these financial statements.

 

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Penske Automotive Group 401(k) Savings and Retirement Plan

 

Statement of Changes in Net Assets Available for Benefits

 

Year Ended December 31, 2012

 

Investment income: 

 

 

 

Net appreciation in fair value of investments

 

$

30,164,183

 

Interest and dividends

 

1,476,939

 

Net investment income 

 

31,641,122

 

 

 

 

 

Contributions: 

 

 

 

Participant contributions 

 

24,801,621

 

Employer contributions

 

5,544,623

 

Participant rollover contributions

 

2,535,011

 

Total contributions 

 

32,881,255

 

 

 

 

 

 

 

 

 

Distributions to participants 

 

(21,078,223

)

Administration fees 

 

(657,359

)

 

 

 

 

Net transfers from plan

 

(652,867

)

 

 

 

 

Increase in net assets 

 

42,133,928

 

 

 

 

 

Net assets available for benefits, beginning of year 

 

223,614,033

 

Net assets available for benefits, end of year 

 

$

265,747,961

 

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

 

Penske Automotive Group 401(k) Savings and Retirement Plan

 

Notes to Financial Statements

 

1. Description of the Plan

 

(a) General

 

The following description of the Penske Automotive Group 401(k) Savings and Retirement Plan, as amended through December 31, 2012 (the “Plan”), is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan.

 

The Plan is a defined contribution savings plan (401(k) plan) covering all eligible employees of Penske Automotive Group, Inc. (the “Company” or “Plan Sponsor”) in the United States who elect to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Company’s Employee Benefits Committee (the “Committee”) is the designated administrator of the Plan, and has responsibility for reviewing the performance of the Plan’s investments. For the Plan’s investment holdings, certain asset based fees are paid by the Plan participants. Wells Fargo (the “Trustee” or “Recordkeeper”) serves as the trustee and recordkeeper of the Plan. Participants with balances from plans merged into the Plan due to acquisitions by the Plan Sponsor may retain certain rights of such merged plans.

 

(b) Eligibility

 

Full-time employees in the United States, and part-time or temporary employees in the United States who are scheduled to complete 1,000 hours of service in a twelve consecutive month period beginning with their date of hire, are eligible to participate in the Plan on the first day of the calendar month following the date they have completed sixty days of service.

 

(c) Participant Accounts

 

Individual accounts are maintained by the Recordkeeper for each of the Plan’s participants. Such accounts include the participant’s contributions and related Employer Match Contributions (as defined below), as adjusted by the net investment return on the participant’s holdings. Participant accounts are also charged with administrative fees.

 

(d) Contributions

 

Under the provisions of the Plan, participants may elect to defer, through payroll deductions, a portion of their compensation to the Plan in an amount generally from 1% to 20% of gross earnings on a pre-tax basis. Highly compensated employees (“HCE’s”) are limited to deferring up to 8% of gross earnings on a pre-tax basis. Such contributions may not exceed Internal Revenue Code 402 (g) limitations ($17,000 in 2012). The Plan also permits participants who are 50 or older to make additional contributions of up to $5,500 in 2012. A participant’s elective contributions and any related Company Match Contributions are invested at the direction of the participant. If a participant does not make such an election, he or she is deemed to have elected to invest in an age-appropriate target retirement fund.

 

The Plan was amended in 2011 to limit the direct investment of no more than 10% of a participant’s additional Pre-Tax Contributions, Employer Matching Contributions, Rollover Contributions and Top Heavy Contributions into the Penske Automotive Common Stock Fund.

 

During 2012, the Plan Sponsor elected to fund discretionary matching contributions of 37.5% of the first 4% of eligible salary relating to all contributions by participants (“Match Contributions”).  Match Contributions are invested based on participant investment elections or in the default investment if the participant did not make an election.

 

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Certain HCE’s deferred a portion of their compensation in excess of the Plan limit. The Plan intends to refund the excess contributions and has recorded a participant refund payable for $81,715 relating to these excess contributions.

 

(e) Notes Receivable from Participants

 

Participants may borrow from their accounts anywhere from a minimum of $1,000 up to the lesser of 50% of a defined amount credited to their account or $50,000. Loan terms range from 1 to 5 years, or up to 15 years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates. Principal and interest is paid ratably through payroll deductions. Repayment of the entire balance is permitted at any time. Participants are limited to having only one loan outstanding at any point in time, and participants are restricted to initiating only one loan in any consecutive 12 month period.

 

(f) Vesting

 

Employee contributions to the Plan vest immediately. Employer Match Contributions vest upon the attainment by the participant of three years of credited service.

 

(g) Investments

 

As of December 31, 2012 and 2011, participant investment options consisted primarily of common collective trust funds, employer securities, common stock funds and mutual funds. Participants are permitted to change investment options daily.

 

(h) Payment of Benefits

 

Upon retirement, death, disability, termination of employment, or attainment of age 59 1/2, the participant or beneficiary may elect to receive a benefit payment in the form of a lump sum distribution. Participants may also make a hardship withdrawal in certain cases of financial need as established by Internal Revenue Service regulations.

 

(i) Forfeited Accounts

 

At December 31, 2012 and 2011, forfeited non-vested assets totaled $71,269 and $44,417, respectively, which may be used to pay Plan administration fees and/or Match Contributions.   During 2012, approximately $140,000 of fees and matching contributions were paid by the Plan Sponsor using forfeited amounts.

 

2. Significant Accounting Policies

 

(a) Basis of Accounting

 

The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

 

(b) Investment Valuation and Income Recognition

 

Generally, investments are stated at fair value as determined by quoted market prices, other than the Plan’s investment in the Wells Fargo Stable Return Fund (the “Fund”) which is valued based on the underlying investments in the fund and stated at fair value and adjusted to contract value. The Fund holds synthetic and other fully benefit-responsive guaranteed investment contracts (GICs) which are recorded at contract value because they guarantee a minimum rate of return and provide for benefit responsiveness.  Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.  While there are certain Fund and Plan level restrictions that may affect the Fund’s ability to transact at contract value, Plan management believes

 

5



Table of Contents

 

that the occurrence of events that would cause the Fund to transact at less than contract value are not probable of occurring.

 

Certain funds are divided into units of participation, as determined daily by the Trustee. The daily value of each unit of participation, or net asset value (NAV), is determined by dividing the total fair market value of all assets in the fund by the total number of fund units. Under provisions of the Plan, interest and dividend income and net appreciation or depreciation of the fair value of each investment option are allocated to each Participant’s account based on the change in unit value. There are no restrictions on redemptions or unfunded commitments as of December 31, 2012 and 2011.

 

Purchases and sales of investments are recorded on a trade date basis.  Dividends are awarded on the ex-dividend date.

 

(c) Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.

 

(d) Payment of Benefits

 

Benefits are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid, at December 31, 2012. Amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid, were approximately $223,000 at December 31, 2011.

 

(e) Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, additions, deductions and the disclosure of contingent assets and liabilities in the accompanying financial statements. Actual results could differ from those estimates.

 

(f) Risks and Uncertainties

 

The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate risk, market risk and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk factors in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

 

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3. Investments

 

Investments (at fair value) that represent 5% or more of the Plan’s net assets are summarized as follows:

 

 

 

December 31,

 

 

 

2012

 

2011

 

Wells Fargo Stable Return Fund

 

$

76,717,982

 

$

73,582,515

 

Penske Automotive Group Common Stock

 

27,068,332

 

20,434,395

 

Neuberger & Berman Genesis Fund

 

24,652,977

 

11,717,317

 

Wells Fargo Enhanced Stock Market Fund

 

22,845,889

 

13,052,753

 

Thornburg International Value Fund (1)

 

13,732,839

 

4,893,093

 

Pimco Total Return Fund (1)

 

13,346,120

 

10,706,053

 

 


(1)         Investment did not represent 5% or more of the Plan’s net assets in 2011, but is presented for comparative purposes.

 

During 2012, the Plan’s investments (including gains and losses on all investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:

 

Common collective trusts 

 

$

12,551,810

 

Penske Automotive Group Common Stock 

 

10,926,253

 

Mutual funds

 

6,686,120

 

Net appreciation in fair value of investments 

 

$

30,164,183

 

 

4. Fair Value Measurements

 

The Financial Accounting Standards Board has established a single authoritative definition of fair value and has established the following three tier hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value:

 

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2: Inputs are observable inputs other than quoted (Level 1) prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The availability of observable market data is monitored by the Plan’s management to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. Plan management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total net assets available for benefits. For the years ended, December 31, 2012 and 2011, there were no transfers between levels.

 

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Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  Assets measured at fair value on a recurring basis are summarized below:

 

 

 

As of December 31, 2012

 

 

 

Fair Value Measurement Using

 

 

 

Total
Fair Value

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

Common Collective Trust Funds:

 

 

 

 

 

 

 

 

 

Fixed*

 

$

76,717,982

 

$

 

$

76,717,982

 

$

 

Bond

 

1,068,153

 

 

1,068,153

 

 

Large Blend

 

23,522,119

 

 

23,522,119

 

 

Mid Cap Blend

 

10,773,381

 

 

10,773,381

 

 

Foreign Large Blend

 

500,041

 

 

500,041

 

 

Target Retirement

 

63,422,391

 

 

63,422,391

 

 

Common Stock:

 

 

 

 

 

 

 

 

 

Employer Securities

 

27,068,332

 

27,068,332

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

Mid Cap Growth

 

24,652,977

 

24,652,977

 

 

 

Foreign Large Blend

 

13,732,839

 

13,732,839

 

 

 

Emerging Markets

 

197,419

 

197,419

 

 

 

Multi Asset Fund

 

531,353

 

531,353

 

 

 

Bond

 

13,346,120

 

13,346,120

 

 

 

Total

 

255,533,107

 

79,529,040

 

176,004,067

 

 

 


* Amount represents the fair value of the Wells Fargo Stable Return Fund.  The contract value of this investment (the amount available for Plan benefits) was $74,555,862.

 

 

 

As of December 31, 2011

 

 

 

Fair Value Measurement Using

 

 

 

Total
Fair Value

 

Level 1

 

Level 2

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

Common collective trust funds:

 

 

 

 

 

 

 

 

 

Fixed*

 

$

73,582,515

 

$

 

$

73,582,515

 

$

 

Equity

 

13,052,753

 

 

13,052,753

 

 

Common Stock:

 

 

 

 

 

 

 

 

 

Employer Securities

 

20,434,395

 

20,434,395

 

 

 

Mutual Funds:

 

 

 

 

 

 

 

 

 

Large Cap Value

 

17,561,434

 

6,855,381

 

10,706,053

 

 

Mid Cap Growth

 

13,847,667

 

6,307,678

 

7,539,989

 

 

Mid Cap Value

 

5,275,943

 

5,275,943

 

 

 

Small Cap Blend

 

11,717,317

 

11,717,317

 

 

 

Small Cap Growth

 

1,969,280

 

 

1,969,280

 

 

Foreign Large Blend

 

12,796,604

 

12,796,604

 

 

 

Target Retirement

 

43,229,424

 

 

43,229,424

 

 

Total

 

$

213,467,332

 

$

63,387,318

 

$

150,080,014

 

$

 

 


* Amount represents the fair value of the Wells Fargo Stable Return Fund.  The contract value of this investment (the amount available for Plan benefits) was $71,890,106.

 

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5. Exempt Party-in-Interest Transactions

 

As of December 31, 2012 and 2011, the Plan (through investments in the Penske Automotive Group Common Stock) held 899,579 and 1,061,527 shares, respectively, of Penske Automotive Group, Inc. common stock with a cost basis of $15,067,548 and $16,063,890, respectively.  The fair value of the Penske Automotive Group Common Stock Fund was $27,068,332 and $20,434,395 at December 31, 2012 and 2011, respectively. In addition, certain Plan investments are shares of various funds managed by Wells Fargo which is the trustee of the Plan and, therefore, these investments and their related transactions are considered exempt party-in-interest transactions.

 

6. Plan Termination

 

Although it has not expressed any intention to do so, the Company retains the right, if necessary, to terminate the Plan. Any such termination of the Plan would be subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their account balances.

 

7. Federal Income Tax Status

 

The Internal Revenue Service has determined and informed the Company by letter dated July 23, 2012 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since requesting the current determination letter. While the plan is subject to IRS review, none have taken place and the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.  Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

8. Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements as of December 31, 2012 and 2011 to the Form 5500:

 

 

 

2012

 

2011

 

Net assets available for benefits per the financial statements 

 

$

265,747,961

 

$

223,614,033

 

Less:

 

 

 

 

 

Participant contributions receivable 

 

341,344

 

553,101

 

Employer contributions receivable 

 

1,371,032

 

1,247,670

 

Plus:

 

 

 

 

 

Participant refunds payable 

 

81,715

 

176,798

 

Net assets available for benefits per the Form 5500 

 

$

264,117,300

 

$

221,990,060

 

 

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The following is a reconciliation of total contributions per the financial statements for the year ended December 31, 2012 to the Form 5500:

 

Total contributions per the financial statements 

 

$

32,881,255

 

Add: 

 

 

 

Contributions receivable - December 31, 2011 

 

1,800,771

 

Less: 

 

 

 

Contributions receivable - December 31, 2012

 

1,712,376

 

Total contributions per the Form 5500 

 

$

32,969,650

 

 

The following is a reconciliation of total distributions per the financial statements for the year ended December 31, 2012 to the Form 5500:

 

Total distributions per the financial statements 

 

$

21,078,223

 

Add: 

 

 

 

Participant refunds payable - December 31, 2011 

 

176,798

 

Less: 

 

 

 

Participant refunds payable - December 31, 2012

 

81,715

 

Total distributions per the Form 5500 

 

$

21,173,306

 

 

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Penske Automotive Group 401(k) Savings and Retirement Plan

 

Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)

 

As of December 31, 2012

 

Name of Plan Sponsor: Penske Automotive Group, Inc.
Employer Identification Number: 22-3086739
Plan number: 005

 

 

Description of Investment Including Maturity Date, Rate of Interest,
Collateral, Par or Maturity Value

 

Current Value

 

 

 

 

 

 

 

COMMON COLLECTIVE TRUST FUNDS

 

 

 

*

WELLS FARGO STABLE RETURN FUND

 

$

74,555,862

 

*

WELLS FARGO ENHANCED STOCK MARKET FUND

 

22,845,889

 

 

NORTHERN TRUST S&P 500 INDEX FUND

 

676,230

 

 

SSGA NON LENDING RUSSELL SMALL/MID CAP INDEX FUND

 

10,773,381

 

 

SSGA TARGET RETIREMENT 2055 NON LENDING

 

278,127

 

 

SSGA TARGET RETIREMENT 2050 NON LENDING

 

6,338,113

 

 

SSGA TARGET RETIREMENT 2045 NON LENDING

 

6,965,817

 

 

SSGA TARGET RETIREMENT 2040 NON LENDING

 

6,602,253

 

 

SSGA TARGET RETIREMENT 2035 NON LENDING

 

7,806,448

 

 

SSGA TARGET RETIREMENT 2030 NON LENDING

 

9,145,489

 

 

SSGA TARGET RETIREMENT 2025 NON LENDING

 

9,430,694

 

 

SSGA TARGET RETIREMENT 2020 NON LENDING

 

8,116,901

 

 

SSGA TARGET RETIREMENT 2015 NON LENDING

 

5,037,110

 

 

SSGA TARGET RETIREMENT 2010 NON LENDING

 

2,958,251

 

 

SSGA TARGET RETIREMENT INCOME NON LENDING

 

743,188

 

 

SSGA U.S. BOND INDEX NON LENDING SERIES FUND

 

1,068,153

 

 

SSGA INTERNATIONAL INDEX NON LENDING FUND

 

500,041

 

 

TOTAL COMMON COLLECTIVE TRUST FUNDS

 

173,841,947

 

 

 

 

 

 

 

EMPLOYER SECURITIES

 

 

 

*

PENSKE AUTOMOTIVE COMMON STOCK

 

27,068,332

 

 

 

 

 

 

 

MUTUAL FUNDS

 

 

 

 

NEUBERGER BERMAN GENESIS FUND

 

24,652,977

 

 

THORNBURG INTERNATIONAL VALUE

 

13,732,839

 

 

PIMCO TOTAL RETURN

 

13,346,120

 

 

PIMCO INFLATION RESPONSE MULTI-ASSET

 

531,353

 

 

DFA EMERGING MARKETS CORE EQUITY

 

197,419

 

 

TOTAL MUTUAL FUNDS

 

52,460,708

 

 

 

 

 

 

*

PARTICIPANT LOANS (MATURING 2013 TO 2027 AT INTEREST RATES OF 4.25% - 10.5%)

 

$

10,736,883

 

 

TOTAL

 

264,107,870

 

 


* Represents a party-in-interest to the plan

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Penske Automotive Group 401(k) Savings and Retirement Plan

 

 

 

 

 

By:

/s/ Calvin C. Sharp

 

 

Calvin C. Sharp

Date: June 27, 2013

 

Chairman Employee Benefits Committee of the Plan

 

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EXHIBIT INDEX

 

EXHIBIT NO.

 

DESCRIPTION

 

 

 

EX-23

 

Consent of Independent Registered Public Accounting Firm

 

13