Related Party Transactions

12 Months Ended

Dec. 31, 2022

We sometimes pay to and/or receive fees from Penske Corporation and its affiliates for services rendered in the normal course of business or to reimburse payments made to third parties on each other's behalf. These transactions are reviewed periodically by our Audit Committee and reflect the provider's cost or an amount mutually agreed upon by both parties. During 2022, 2021, and 2020, Penske Corporation and its affiliates billed us $5.1 million, $6.7 million, and $4.1 million, respectively, and we billed Penske Corporation and its affiliates $1.3 million, $38 thousand, and $30 thousand, respectively, for such services. As of December 31, 2022, and 2021, we had $50 thousand and $27 thousand of receivables from, and $0.6 million and $0.6 million of payables to, Penske Corporation and its subsidiaries, respectively.

PTS is owned 41.1% by Penske Corporation, 28.9% by us, and 30.0% by Mitsui. The PTS partnership agreement, among other things, provides us with specified partner distribution and governance rights and restricts our ability to transfer our interest. The partnership previously had a six-member advisory committee, and we were entitled to appoint one of the representatives serving on the advisory committee. In February 2023, we amended the PTS partnership agreement principally to augment PTS' governance to replace the advisory committee with an eleven-member Advisory Board. We retain the right to appoint one Advisory Board member and appointed Robert H. Kurnick, Jr., our President. Lisa Davis, one of our directors, was also appointed to the expanded Advisory Board. The amended PTS partnership agreement also authorizes the Advisory Board to appoint committees with such powers and authority of the Advisory Board granted to the committee by the Advisory Board. We are entitled to designate a non-voting observer to all committees as long as we retain the right to appoint an Advisory Board member.

We are able to transfer our directly owned interests with the unanimous consent of the other partners or if we provide the remaining partners with a right of first offer to acquire our interests, except that we may transfer up to 9.02% of our interest to Penske Corporation without complying with the right of first offer to the remaining partner. We and Penske Corporation have agreed that (1) in the event of any transfer by Penske Corporation of their partnership interests to a third party, we will be entitled to “tag-along” by transferring a pro rata amount of our partnership interests on similar terms and conditions, and (2) Penske Corporation is entitled to a right of first refusal in the event of any transfer of our partnership interests, subject to the terms of the partnership agreement. Additionally, PTS has agreed to indemnify the general partner for any actions in connection with managing PTS, except those taken in bad faith or in violation of the partnership agreement.

The partnership agreement allows Penske Corporation to give notice to require PTS to begin to effect an initial public offering of equity securities, subject to certain limitations, as soon as practicable after the first anniversary of the initial notice, and beginning in 2025, we and Mitsui continue to have a similar right to require PTS to begin an initial public offering of equity securities, subject to certain limitations, as soon as reasonably practicable. The term of the partnership agreement is indefinite.

In 2022, 2021, and 2020, we received $356.6 million, $165.5 million, and $72.2 million, respectively, from PTS in pro rata cash dividends. In 2014, we formed a venture with PTS, Penske Commercial Leasing Australia. This venture combines PTS' fleet operations expertise with our market knowledge of commercial vehicles to rent heavy-duty commercial vehicles in Australia. This venture is accounted for as an equity method investment as discussed in Note 4.

Joint Venture Relationships

From time to time we enter into joint venture relationships in the ordinary course of business, pursuant to which we own and operate automotive dealerships together with other investors. We may also provide these dealerships with working

capital and other debt financing at costs that are based on our incremental borrowing rate. As of December 31, 2022, our automotive joint venture relationships were as follows:

Location

Dealerships

Ownership Interest

Fairfield, Connecticut

Audi, Mercedes-Benz, Sprinter, Porsche

80.00%

(A)

Greenwich, Connecticut

Mercedes-Benz

80.00%

(A)

Northern Italy

BMW, MINI, Maserati, Porsche, Audi, Jaguar, Land Rover, Volvo, Mercedes-Benz, smart, Lamborghini

84.10%

(A)

Frankfurt, Germany

Lexus, Toyota, Volkswagen

50.00%

(B)

Barcelona, Spain

BMW, MINI

50.00%

(B)

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(A)Entity is consolidated in our financial statements.

(B)Entity is accounted for using the equity method of accounting.

Additionally, we are party to non-automotive joint ventures representing our investments in PTS (28.9%) and Penske Commercial Leasing Australia (28%) that are accounted for under the equity method, as more fully discussed in Note 4.