Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
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Annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934 for the fiscal year ended December 31, 2006. |
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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:
UnitedAuto 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:
United Auto Group, Inc.
2555 Telegraph Road
Bloomfield Hills, MI 48302-0954
UnitedAuto 401(k) Savings and Retirement Plan
Table of Contents
Financial Statements and Exhibit
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Financial Statements and Supplemental Schedule |
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Supplemental Schedule: |
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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. |
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Exhibit |
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11 |
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| Consent of Independent Registered Public Accounting Firm |
Report of Independent Registered Public Accounting Firm
To the Trustee and Participants of
UnitedAuto 401(k) Savings and Retirement Plan
We have audited the accompanying statements of net assets available for benefits of the UnitedAuto
401(k) Savings and Retirement Plan (the “Plan”) as of December 31, 2006 and 2005, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2006.
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, 2006 and 2005 and the changes in net assets
available for benefits for the year ended December 31, 2006, 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, 2006
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 2006 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 22, 2007
1
UnitedAuto 401(k) Savings and Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
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December 31, |
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2006 |
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2005 |
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Assets: |
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Cash |
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$ |
— |
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$ |
1,593,869 |
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Investments |
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170,647,463 |
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138,010,511 |
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Receivables: |
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Participant contributions |
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2,300,341 |
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1,762,101 |
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Employer contributions |
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1,225,805 |
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1,190,254 |
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Due from broker |
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681,540 |
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161,352 |
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Total receivables |
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4,207,686 |
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3,113,707 |
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Total Assets |
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174,855,149 |
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142,718,087 |
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Liabilities: |
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Participant refunds payable |
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578,258 |
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549,265 |
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Due to broker |
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676,908 |
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1,755,022 |
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Total Liabilities |
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1,255,166 |
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2,304,287 |
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Net assets available for benefits
at fair value |
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173,599,983 |
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140,413,800 |
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Adjustment from fair value to contract
value for fully benefit-responsive
investment contracts |
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511,560 |
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572,281 |
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Net assets available for benefits |
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$ |
174,111,543 |
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$ |
140,986,081 |
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The accompanying notes are an integral part of these financial statements.
2
UnitedAuto 401(k) Savings and Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
Additions:
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Investment income: |
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Net appreciation in fair value of
investments |
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$ |
11,070,518 |
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Interest and dividends |
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4,854,498 |
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Net investment income |
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15,925,016 |
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Contributions: |
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Participant contributions |
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23,989,699 |
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Employer contributions |
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4,999,561 |
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Participant rollovers, net |
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8,001,947 |
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Total contributions |
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36,991,207 |
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Total additions |
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52,916,223 |
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Deductions: |
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Distributions to participants |
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19,161,985 |
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Mutual fund asset based fees |
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577,550 |
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Net transfers from plan |
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51,226 |
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Total deductions |
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19,790,761 |
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Increase in net assets |
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33,125,462 |
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Net assets available for benefits, beginning of year |
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140,986,081 |
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Net assets available for benefits, end of year |
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$ |
174,111,543 |
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The accompanying notes are an integral part of these financial statements.
3
UnitedAuto 401(k) Savings and Retirement Plan
Notes to Financial Statements
1. Description of the Plan
(a) General
The following description of the UnitedAuto 401(k) Savings and Retirement Plan, as amended through
December 31, 2006 (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 in
the United States of United Auto Group, Inc. (“the Company” or “Plan Sponsor”) 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, including having responsibility for reviewing the performance
of the Plan’s investment alternatives. Administrative expenses of the Plan are generally paid by
the Company. For the Plan’s mutual fund holdings, certain asset based fees are paid by the Plan.
Wachovia Bank N.A. (the “Trustee”) serves as the trustee 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.
On June 1, 2006, the Company effected a two-for-one split of its voting common stock in the form of
a stock dividend. All share information related to the United Auto Group Common Stock Fund herein
reflects the stock split.
(b) Eligibility
Full-time employees in the United States, or 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 he or she has completed sixty days of service.
(c) Participant Accounts
Individual accounts are maintained by the Trustee for each of the Plan’s participants. Such
accounts include the participant’s contributions and related employer matching contributions,
including the net investment return on the participant’s holdings.
(d) Contributions
Under the provisions of the Plan, participants in the Plan 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 7%. Such contributions to the Plan may not exceed Internal Revenue Code 402 (g) limitations
($15,000 in 2006). The Plan also permits participants who are 50 or older to make additional
contributions to the Plan of up to $5,000 in 2006. A participant’s elective contributions and any
related Company matching 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 the
Diversified Stable Value Fund.
The Plan Sponsor provides a discretionary match 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.
4
Certain HCE’s deferred a portion of their compensation in excess of the Plan limit (7% and 6%
during 2006 and 2005, respectively). The Plan intends to refund the excess contributions and has
recorded a participant refund payable for $578,258.
(e) Loans to 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 1-5 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 matching contributions vest upon the
attainment by the participant of three years of credited service.
(g) Investments
Participant investment options consist 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, 2006 and 2005, amounts determined as forfeited non-vested assets totaled $105,509
and $50,447, respectively. These assets will be used to reduce future Matching Contributions.
During 2006, Matching Contributions were reduced by $306,608 from forfeited non-vested assets.
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.
(b) Investment Valuation and Income Recognition
Certain funds are divided into units of participation which are calculated daily by the record
keeper. The daily value of each unit in a fund 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.
5
Generally, investments are stated at fair value as determined by quoted market prices, except for
the Plan’s investments in the Diversified Stable Value Fund and Stable Portfolio Group Trust
(merged into the Diversified Stable Value Fund on June 23, 2006) which are valued based on the
underlying investments in the funds and are stated at fair value and then adjusted to contract
value. Both the Diversified Stable Value Fund and Stable Portfolio Group Trusts held synthetic and
other fully benefit-responsive guaranteed investment contracts (GICs) which were recorded at
contract value. Contract value is principal plus interest less withdrawals. The GICs are recorded
at contract value because they guarantee a minimum rate of return and provide for benefit
responsiveness. Participant loans are valued at the outstanding loan balances. Purchases and sales
of investments are recorded on the trade date. The Plan records dividends on the ex-dividend date.
(c) Payment of Benefits
Benefits are recorded upon distribution. Amounts allocated to accounts of persons who have elected
to withdraw from the Plan, but have not yet been paid were approximately $25,000 and $400,000 at
December 31, 2006 and 2005, respectively.
(d) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
(e) 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.
(f) New Accounting Pronouncements
The financial statements reflect the retroactive adoption of Financial Accounting Standards Board
Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP). While investment contracts
held by a defined-contribution plan are required to be reported at fair value, contract value is
the relevant measurement attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to initiate permitted
transactions under the terms of the plan. As required by the FSP, the Statement of Net Assets
Available for Benefits presents the investment contracts at fair value and provides the adjustment
of the fully benefit-responsive investment contracts from fair value to contract value. The
Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
6
3. Investments
Investments that represent 5% or more of the Plan’s net assets are summarized as follows:
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December 31, |
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2006 |
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2005 |
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Wachovia Bank, N.A. Diversified Stable Value
Fund |
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$ |
57,673,212 |
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$ |
49,180,772 |
* |
United Auto Common Stock Fund |
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29,581,081 |
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17,487,463 |
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American Europacific Growth Fund |
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9,212,810 |
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6,310,325 |
** |
Dreyfus Midcap Index Fund |
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8,981,635 |
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8,236,110 |
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Van Kampen Equity and Income Fund |
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8,719,864 |
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7,860,198 |
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Neuberger & Berman Equity Assets Genesis Assets |
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8,462,543 |
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8,247,358 |
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* The Stable Portfolio Group Trust merged into the Diversified Stable Value Fund on June 23,
2006.
** Amount is not 5% or more of the Plan’s net assets, however, is displayed for comparative
purposes.
During 2006, the Plan’s investments (including gains and losses on all investments bought, sold,
and held during the year) appreciated in value as follows:
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Common collective trusts |
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$ |
3,030,193 |
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United Auto Common Stock Fund |
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4,735,782 |
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Mutual funds and common stock funds |
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3,304,543 |
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Net appreciation of investments |
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$ |
11,070,518 |
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4. Non-participant Directed Investments
In June 2006, the Plan was formally amended to permit participants to invest all Matching
Contributions at their discretion. Previously, certain Matching Contributions made to the United
Auto Common Stock Fund were non-participant directed. As a result of the June 2006 amendment,
participants are permitted to change the investment selection for all prior non-participant
directed contributions. The amount of non-participant directed assets at December 31, 2005 was
$1,180,000 which was invested in the United Auto Common Stock Fund.
5. Net Transfers From Plan
During 2006, the Company transferred $51,226 in Plan assets to another plan relating to the
accounts of participants that worked at a dealership not controlled by the Plan Sponsor.
6. Exempt Party-in-Interest Transactions
As of December 31, 2006 and 2005, the Plan (through the United Auto Common Stock Fund) held
1,255,031 and 915,588 shares, respectively, of United Auto Group, Inc. common stock with a cost
basis of $22,751,597 and $13,154,029, respectively. Dividends received from the United Auto Group
Common Stock Fund were $328,043 in 2006. The fair value of the United Auto Group Common Stock Fund
was $29,581,081 and $17,487,463 at December 31, 2006 and 2005, respectively. In addition, certain
Plan investments are shares of various funds managed by Wachovia Bank N.A. which is the trustee of
the Plan and, therefore, these investments and their related transactions are considered exempt
party-in-interest transactions.
7
7. Plan Termination
Although it has not expressed any intention to do so, the Company retains the right, if necessary,
to amend or terminate the Plan. Any such amendment or termination of the Plan would be subject to
the provisions of ERISA. In the event of plan termination, participants would receive 100% of their
vested account balances.
8. Federal Income Tax Status
The Internal Revenue Service has determined and informed the Company by letter dated March 11, 2002
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 receiving the determination letter. 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.
9. Plan Amendment
During 2006, the Plan was amended and restated to incorporate certain changes into the Plan to (i)
provide that union employees of Westbury Toyota shall not receive matching contributions under the
Plan; (ii) provide that the pre-tax contribution of HCE’s may not exceed 7% of compensation; and
(iii) provide the method for income to be allocated to excess contributions distributed to the
participant and clarify the method for distributing balances to participants if the plan were
terminated.
10. 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, 2006 and 2005 to the Form 5500:
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2006 |
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2005 |
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Net assets available for benefits per the financial
statements |
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$ |
174,111,543 |
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$ |
140,986,081 |
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Less: |
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Participant contributions receivable |
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(2,300,341 |
) |
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(1,762,101 |
) |
Employer contributions receivable |
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(1,225,805 |
) |
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(1,190,254 |
) |
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
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(511,560 |
) |
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(572,281 |
) |
Add: |
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Participant refunds payable |
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578,258 |
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549,265 |
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Net assets available for benefits per the Form 5500 |
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$ |
170,652,095 |
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$ |
138,010,710 |
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The following is a reconciliation of total net investment income per the financial statements for
the year ended December 31, 2006 to the Form 5500:
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Total net investment income per the financial
statements |
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$ |
15,925,016 |
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Add: |
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Adjustment from contract value to fair value
for fully benefit-responsive investment
contracts — December 31, 2005 |
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572,281 |
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Less: |
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Adjustment from contract value to fair value
for fully benefit-responsive investment
contracts — December 31, 2006 |
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(511,560 |
) |
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Total net investment income per the
Form 5500 |
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$ |
15,985,737 |
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8
The following is a reconciliation of total contributions per the financial statements for the year
ended December 31, 2006 to the Form 5500:
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Total contributions per the financial statements |
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$ |
36,991,207 |
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Add: |
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Contributions receivable — December 31, 2005 |
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2,952,355 |
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Less: |
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Contributions receivable — December 31, 2006 |
|
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(3,526,146 |
) |
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Total contributions per the Form 5500 |
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$ |
36,417,416 |
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The following is a reconciliation of total distributions per the financial statements for the year
ended December 31, 2006 to the Form 5500:
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Total distributions per the financial statements |
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$ |
19,161,985 |
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Add: |
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Participant refunds payable — December 31, 2005 |
|
|
549,265 |
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Less: |
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Participant refunds payable — December 31, 2006 |
|
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(578,258 |
) |
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Total distributions per the Form 5500 |
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$ |
19,132,992 |
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11. Voluntary Compliance
In December 2006, the Company completed the process of correcting an operational error pursuant to
the Internal Revenue Service’s Employee Plans Compliance Resolution System, Rev. Proc. 2003-44,
Section 9. The error was caused by a failure to add back IRC Section 125 payroll deductions in
determining compensation for purposes of calculating the 4% of compensation limit on match
contributions for certain participants. This error resulted in certain employees receiving lower
matches than they should have received. The failure was corrected by the Company’s contribution of
the matches, plus earnings, to each affected participants’ account.
9
UnitedAuto 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, 2006
Name of Plan Sponsor: United Auto Group, Inc.
Employer Identification Number: 22-3086739
Plan number: 005
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Description of Investment Including Maturity Date, Rate of Interest, |
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Collateral, Par or Maturity Value |
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Current Value |
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COMMON COLLECTIVE TRUST FUNDS |
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* |
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WACHOVIA BANK, N. A. DIVERSIFIED STABLE VALUE FUND |
|
$ |
57,673,212 |
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* |
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WACHOVIA BANK, N. A. ENHANCED STOCK MARKET FUND |
|
|
5,603,367 |
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TOTAL COMMON COLLECTIVE TRUST FUNDS |
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63,276,579 |
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EMPLOYER SECURITIES |
|
|
|
|
| |
* |
|
|
UNITED AUTO COMMON STOCK FUND |
|
|
29,581,081 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
COMMON STOCK FUNDS |
|
|
|
|
| |
|
|
|
HUSIC CAPITAL SMALL CAP |
|
|
1,348,933 |
|
| |
|
|
|
HUSIC CAPITAL LARGE CAP |
|
|
290,543 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
TOTAL COMMON STOCK FUNDS |
|
|
1,639,476 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
MUTUAL FUNDS |
|
|
|
|
| |
|
|
|
FEDERATED STOCK TRUST |
|
|
2,817,034 |
|
| |
|
|
|
FIDELITY ADVISOR SER III EQUITY INCOME FD CL T |
|
|
4,958,366 |
|
| |
|
|
|
GOLDMAN SACHS GROWTH OPPORTUNITIES FD INS CL |
|
|
2,933,283 |
|
| |
|
|
|
NEUBERGER & BERMAN FASCIANO FD INV CL |
|
|
1,868,506 |
|
| |
|
|
|
NEUBERGER & BERMAN EQUITY ASSETS PARTNERS ASSETS |
|
|
3,249,191 |
|
| |
|
|
|
NEUBERGER & BERMAN EQUITY ASSETS GENESIS ASSETS |
|
|
8,462,543 |
|
| |
|
|
|
DREYFUS MIDCAP INDEX FUND |
|
|
8,981,635 |
|
| |
|
|
|
VAN KAMPEN EQUITY AND INCOME FUND |
|
|
8,719,864 |
|
| |
|
|
|
AMERICAN EUROPACIFIC GROWTH FUND |
|
|
9,212,810 |
|
| |
|
|
|
T ROWE PRICE MID CAP VALUE FUND CL R |
|
|
3,764,601 |
|
| |
|
|
|
TEMPLETON FOREIGN FUND CL A |
|
|
1,711,104 |
|
| |
|
|
|
FIDELITY ADV MORTGAGE SEC CCA |
|
|
1,357,864 |
|
| |
|
|
|
PIMCO TOTAL RETURN CLA |
|
|
3,856,870 |
|
| |
|
|
|
THE GROWTH FUND OF AMERICA CL R3 |
|
|
7,266,810 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
TOTAL MUTUAL FUNDS |
|
|
69,160,481 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
* |
|
|
PARTICIPANT LOANS (MATURING 2007 TO 2021 AT INTEREST RATES OF 5% -
10.5%) |
|
|
6,989,846 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
TOTAL |
|
$ |
170,647,463 |
|
| |
|
|
|
|
|
|
|
* Represents a party-in-interest to the plan
10
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.
| |
|
|
|
|
UnitedAuto 401(k) Savings and Retirement Plan
|
Date: June 22, 2007
|
|
By: /s/ Paul F. Walters |
|
|
Chairman Employee Benefits Committee of the Plan |
11
EXHIBIT INDEX
| |
|
|
| EXHIBIT NO. |
|
DESCRIPTION |
EX- 23
|
|
Consent of Independent Registered Public Accounting Firm |
12