AARON RENTS, INC.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
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(Mark One) |
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Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No Fee Required) |
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For the fiscal year ended December 31, 2007 |
OR
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o
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Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) |
For the transition period from to .
Commission file number 0-12385
Aaron Rents, Inc. Employees Retirement Plan and Trust
Full title of the plan and the address of the plan, if different
from that of the issuer named below
AARON RENTS, INC
309 E. PACES FERRY ROAD, N.E.
ATLANTA, GA 30305-2377
This report contains a total of 12 sequentially numbered pages.
Exhibit Index appears on page 11.
Financial Statements and Supplemental Schedules
Aaron Rents, Inc. Employees Retirement Plan and Trust
Years Ended December 31, 2007 and 2006
With Report of Independent Registered Public Accounting Firm
Aaron Rents, Inc.
Employees Retirement Plan and Trust
Audited Financial Statements and Supplemental Schedules
Years Ended December 31, 2007 and 2006
Contents
Report of Independent Registered Public Accounting Firm
The Employee Benefits Committee
Aaron Rents, Inc. Employees Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits of Aaron Rents,
Inc. Employees Retirement Plan and Trust as of December 31, 2007 and 2006, and the related
statements of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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. We
were not engaged to perform an audit of the Plans 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 Plans 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, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the
changes in its net assets available for benefits for the years then ended, in conformity with U.S.
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The accompanying supplemental schedules of delinquent participant contributions for the
year ended December 31, 2007, and assets (held at end of year) as of December 31, 2007, are
presented for purposes of additional analysis and are not a required part of the financial
statements but are supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules are the responsibility of the Plans management. The supplemental
schedules have been subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ Ernst & Young LLP
Atlanta, GA
June 27, 2008
1
Aaron Rents, Inc.
Employees Retirement Plan and Trust
Statements of Net Assets Available for Benefits
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December 31 |
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2007 |
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2006 |
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Assets |
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Investments, at fair value |
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$ |
25,692,702 |
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$ |
26,046,113 |
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Contributions receivable: |
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Employer |
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37,389 |
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25,740 |
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Participant |
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108,595 |
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78,628 |
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Net assets available for benefits |
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$ |
25,838,686 |
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$ |
26,150,481 |
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See accompanying notes.
2
Aaron Rents, Inc.
Employees Retirement Plan and Trust
Statements of Changes in Net Assets Available for Benefits
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Year ended December 31 |
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2007 |
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2006 |
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Additions to net assets attributed to: |
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Interest and dividend income |
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$ |
2,730,885 |
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$ |
1,363,476 |
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Contributions: |
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Participant |
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2,480,116 |
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2,388,028 |
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Employer |
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819,712 |
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784,182 |
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Rollover |
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154,073 |
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25,643 |
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Total additions |
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6,184,786 |
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4,561,329 |
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Net (depreciation) appreciation in fair value of
investments |
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(4,091,909 |
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2,685,421 |
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Deductions from net assets attributed to: |
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Distributions |
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(2,404,672 |
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(1,864,329 |
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Net (decrease) increase |
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(311,795 |
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5,382,421 |
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Net assets available for benefits at beginning of year |
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26,150,481 |
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20,768,060 |
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Net assets available for benefits at end of year |
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$ |
25,838,686 |
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$ |
26,150,481 |
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See accompanying notes.
3
Aaron Rents, Inc.
Employees Retirement Plan and Trust
Notes to Financial Statements
December 31, 2007
1. Description of the Plan
The following description of Aaron Rents, Inc. Employees Retirement Plan and Trust (the Plan) is
provided for general information purposes only. More complete information regarding items such as
vesting, benefit provisions, and Plan termination may be found in the Summary Plan Description,
which has been distributed to all participants, and the Plan document, which is available to all
participants upon request.
The Plan is a defined contribution plan covering substantially all employees of Aaron Rents, Inc.
(the Company). Any employee of the Company who attains 21 years of age and has completed one year
of service (as defined in the Plan document) is eligible to participate in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).
The Plan is administered by the Employee Benefit Committee (the Committee) appointed by the Board
of Directors of the Company. The duties of the Committee include interpretation of the Plan
agreement, determination of benefits due to participants, and authorization of disbursements from the
net assets available for benefits.
Participation is voluntary and participants may contribute up to ten percent of their annual
compensation in the form of a salary deferral, thereby deferring related income tax pursuant to
Section 401(k) of the Internal Revenue Code (the Code). Participants may also contribute up to an
additional ten percent of their aggregate annual compensation paid by the Company during all years
they have been a participant under the Plan and any other qualified retirement plan adopted by the
Company; however, income taxes on this additional portion of the participants compensation may not
be deferred. The Company matches 50% of the first 4% of compensation that a participant contributes
to the Plan.
Individual accounts are maintained for each participant. Investment income earned by the Plan is
allocated to participants accounts based upon relative balances of the individual accounts as of
the valuation date for which the allocation is being made. At the discretion of the Company,
forfeitures may reduce the matching contribution required for the current Plan year or may be
allocated to participants accounts pro rata based on compensation. In 2007 and 2006, the Company
chose to reduce its matching contribution by forfeitures of $73,338 and $68,217, respectively.
Unallocated forfeiture account balances totaled $43,443 and $8,038 for the years ended December 31, 2007 and 2006, respectively.
4
Participants are immediately vested in their contributions and earnings thereon. The Plan provides
for 20% vesting of all Company contributions after two years of service (as defined in the Plan
document) are completed with subsequent vesting at an additional 20% per service year until the
participant is fully vested.
A participants total account balance is payable either in a lump-sum distribution or by regular
periodic installments upon his or her retirement, death, or disability. Upon termination of
service, only the vested portion of the participants account becomes payable. In the event of a
participants death or permanent and total disability, his or her interest in the Plan will become
fully vested.
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination (or permanent discontinuance of contributions to the Plan), all
amounts credited to the accounts of the participants will become 100% vested. The Plans assets
will be distributable to the participants in accordance with the respective values of their
accounts.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accounting records of the Plan are based on the accrual basis.
Valuation of Investments
The Plans investments are stated at fair value. Shares of mutual funds and Aaron Rents, Inc.
common stock investments are valued based on quoted market prices in an active market which
represent the net asset value of shares held by the Plan at year-end.
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), investment contracts held by a defined contribution plan are required
to be reported at fair value. However, 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. The Plan
invests in investment contracts through a common collective trust (SunTrust Retirement Stable Asset
Fund). As required by the FSP, the statements of net assets available for benefits present the fair
value of the Plan's interest in the SunTrust Retirement Stable Asset Fund; however no adjustment from fair value to contract value was necessary as contract
value approximates fair value.
5
The fair value of the Plans interest in the SunTrust
Retirement Stable Asset Fund is based on information reported by the issuer of the common
collective trust at year-end. The contract value of the SunTrust Retirement Stable Asset Fund
represents contributions plus earnings, less participant withdrawals and administrative expenses.
Administrative Costs
The Company pays all administrative costs of the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates and
the differences could be significant.
New Accounting Standards
In September 2006, the Financial Accounting Standards Board issued Statement on Financial
Accounting Standards No. 157 (FAS 157), Fair Value Measurement. This standard clarifies the
definition of fair value for financial reporting, establishes a framework for measuring fair value
and requires additional disclosures about the use of fair value measurements. FAS 157 is effective
for financial statements issued for fiscal years beginning after November 15, 2007. Plan management
is currently evaluating the effect that the provisions of FAS 157 will have on the Plans financial
statements.
3. Investments
During 2007 and 2006, the Plans investments (including investments purchased, sold, and held
during the year) appreciated (depreciated) in fair value as determined by SunTrust Bank (the
Trustee):
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December 31 |
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2007 |
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2006 |
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Mutual funds (Quoted Market Prices) |
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$ |
(1,741,644 |
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$ |
555,300 |
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Aaron Rents common stock (Quoted
Market Prices) |
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(2,507,666 |
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2,002,664 |
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Common trust funds (Fair Value) |
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157,401 |
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127,457 |
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$ |
(4,091,909 |
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$ |
2,685,421 |
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6
Investments that represent 5% or more of the value of the Plans net assets are as follows:
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December 31 |
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2007 |
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2006 |
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Aaron Rents, Inc. Common Stock |
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$ |
5,047,797 |
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$ |
7,494,619 |
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SunTrust Bank: |
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STI Classic International Equity Fund |
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1,700,381 |
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1,239,930 |
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Alliance Bernstein Balanced Shares A |
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2,674,106 |
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2,392,431 |
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STI Classic Capital Appreciation Fund |
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2,521,225 |
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2,020,544 |
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SunTrust Retirement Stable Asset Fund B |
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3,538,707 |
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3,511,283 |
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STI Classic Large Cap Value Fund |
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4,476,384 |
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4,527,209 |
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STI Classic Small Cap Value |
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2,461,104 |
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2,454,756 |
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Franklin Small-Mid Cap Growth Fund |
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1,769,548 |
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1,435,594 |
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Investment was less than 5% of net assets. |
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated August 28,
2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the
related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue
Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with
the Code to maintain its qualification. The Plan sponsor has indicated that it will take the
necessary steps, if any, to bring the Plans operations into compliance with the Code.
5. Transactions with Parties-in-Interest
Certain Plan investments are shares of funds managed by SunTrust Bank. SunTrust Bank is the Plans
Trustee and, therefore, these transactions qualify as party-in-interest transactions.
The Plan held 262,358 and 260,410 shares of Aaron Rents, Inc. Common Stock valued at $5,047,797 and
$7,494,619 at December 31, 2007 and 2006, respectively. The Plan received $15,645 and $14,508 in
dividends from Aaron Rents, Inc. Common Stock in 2007 and 2006, respectively.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks, such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statements of net assets available
for benefits.
7
Supplemental Schedules
Aaron Rents, Inc.
Employees Retirement Plan and Trust
Schedule H Line 4a Schedule of Delinquent Participant Contributions
EIN. #58-0687630 Plan No. #001
For the Year Ended December 31, 2007
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Participant Contributions |
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Total That Constitute Nonexempt |
Transferred Late to Plan |
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Prohibited Transactions |
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$244,283
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$244,283 |
8
Aaron Rents, Inc.
Employees Retirement Plan and Trust
Schedule H Line 4i Schedule of Assets
(Held at End of Year)
EIN. #58-0687630 Plan No. #001
December 31, 2007
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(b) |
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Identity of Issue, |
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(e) |
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Borrower, Lessor or |
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(c) |
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Current |
(a) |
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Similar Party |
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Description of Investment |
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Value |
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Aaron Rents, Inc.
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Aaron Rents, Inc. Common Stock
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$ |
5,047,797 |
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*
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SunTrust Bank
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Goldman Sachs Mid Cap Value Fund
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478,665 |
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*
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SunTrust Bank
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Franklin Small-Mid Cap Growth Fund
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1,769,548 |
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*
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SunTrust Bank
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STI Classic Capital Appreciation Fund
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2,521,225 |
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*
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SunTrust Bank
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STI Classic US Government Securities Fund
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1,024,785 |
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*
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SunTrust Bank
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STI Classic International Equity Fund
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1,700,381 |
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*
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SunTrust Bank
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SunTrust Retirement Stable Asset Fund B
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3,538,707 |
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*
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SunTrust Bank
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STI Classic Small Cap Value Fund
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2,461,104 |
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*
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SunTrust Bank
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STI Classic Large Cap Value Fund
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4,476,384 |
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*
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SunTrust Bank
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Alliance Bernstein Balanced Shares A
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2,674,106 |
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$ |
25,692,702 |
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Note: Cost information has not been included in column (d) because all investments are participant
directed.
9
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.
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Aaron Rents, Inc. Employees Retirement Plan and Trust
(Name of Plan)
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Date June 27, 2008 |
/s/ JAMES L. CATES
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Name: |
James L. Cates |
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Title: |
Chairman Employee Benefits Committee |
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10
EXHIBIT INDEX
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Exhibit |
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Description |
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Page |
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23
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Consent of Ernst & Young LLP
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12 |
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11