e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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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: 000-20202
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
CREDIT ACCEPTANCE CORPORATION
25505 West Twelve Mile Road, Suite 3000
Southfield, Michigan 48034-8339
TABLE OF CONTENTS
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1 |
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Financial Statements: |
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2 |
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3 |
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4-7 |
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Supplemental Schedules: |
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8 |
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9 |
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10 |
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NOTE: All other schedules required by Section 2520.103-10 of the Department
of Labors 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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11 |
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12 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Participants and Administrator of the
Credit Acceptance Corporation 401(k) Profit Sharing Plan and Trust
We have audited the accompanying statements of net assets available for benefits of the Credit
Acceptance Corporation 401(k) Profit Sharing Plan and Trust (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 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. The
Plan is not required to have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit 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, as well as
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 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 audit was conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedules, Schedule H, Part IV, line 4i-Schedule of Assets
(Held at End of Year) December 31, 2006 and Schedule H, Question 4a- Delinquent Participant
Contributions for the year ended December 31, 2006 are presented for the purpose of additional
analysis and are not a required part of the basic 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
have been subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ GRANT THORNTON LLP
Southfield, Michigan
June 28, 2007
-1-
CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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As of December 31, |
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2006 |
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2005 |
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ASSETS: |
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Investmentsat fair value: |
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Mutual funds |
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$ |
9,624,784 |
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$ |
7,860,024 |
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Credit Acceptance Stock Fund |
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920,376 |
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460,204 |
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Participant loans |
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378,914 |
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393,252 |
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Total investments |
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10,924,074 |
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8,713,480 |
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Receivables: |
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Employer contributions |
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5,402 |
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15,891 |
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Participant contributions |
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50,186 |
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134,903 |
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Total receivables |
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55,588 |
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150,794 |
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Total assets |
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10,979,662 |
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8,864,274 |
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LIABILITIES: |
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Excess contributions |
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52,234 |
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96,501 |
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Total liabilities |
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52,234 |
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96,501 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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$ |
10,927,428 |
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$ |
8,767,773 |
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Adjustment from fair value to contract value for interest in collective
trust relating to fully benefit-responsive investment contracts |
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16,446 |
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15,581 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
10,943,874 |
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$ |
8,783,354 |
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See accompanying notes to financial statements.
-2-
CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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For the Year Ended |
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December 31, |
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2006 |
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ADDITIONS TO
NET ASSETS ATTRIBUTED TO: |
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Investment income: |
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Interest and dividends |
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115,115 |
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Net appreciation in fair value of investments |
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1,374,393 |
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Total investment income |
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1,489,508 |
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Contributions: |
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Employer |
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269,939 |
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Participant |
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1,839,993 |
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Total contributions |
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2,109,932 |
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Total additions |
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3,599,440 |
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DEDUCTIONS
FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
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1,421,478 |
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Administrative expenses |
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17,442 |
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Total deductions |
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1,438,920 |
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Net increase |
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2,160,520 |
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NET
ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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8,783,354 |
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End of year |
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$ |
10,943,874 |
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See accompanying notes to financial statements.
-3-
CREDIT ACCEPTANCE CORPORATION 401(K) PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
1. |
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DESCRIPTION OF THE PLAN |
The following brief description of the Credit Acceptance Corporation (the Company) 401(k)
Profit Sharing Plan and Trust (the Plan), provides only general information. Participants
should refer to the Plan agreement for a more complete description of the Plans provisions.
GeneralThe Plan is a defined contribution plan available to all salaried and hourly employees
of the Company who have at least 90 days of service and are age 21 or older. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
ContributionsParticipants may contribute up to 20 percent of their annual compensation,
subject to current Internal Revenue Service (IRS) limitations of $15,000 and $14,000 in 2006
and 2005, respectively, and other limitations based upon the participants compensation level.
Contributions withheld from an employees pay on a pre-tax basis are not taxable until
withdrawn from the Plan by the participant. The Company makes matching contributions equal to
$0.50 for every $1.00 of elective deferred contributions made by each active participant, not
to exceed $1,250 annually. Other contributions made by the Company are at its discretion.
Participant AccountsEach participants account is credited with the participants contribution
and the Companys matching contributions plus an allocation of the
Companys discretionary contributions, if any, and Plan earnings. Allocations are based on
participant earnings or account balances, as defined by the Plan.
VestingParticipants are immediately vested in their voluntary contributions plus actual
earnings thereon. Vesting in the Company contributions portion of their accounts plus earnings
thereon is based on years of continuous service. A participant is 100 percent vested after six
years of credited service.
LoansSubject to predefined conditions and terms, a participant may borrow from their fund
accounts up to 50 percent of the participants vested fund balance, not to exceed $50,000.
Payment of BenefitsUpon termination of service due to death, disability, or retirement, a
participant may elect to receive the value of the participants vested fund balance in either a
lump-sum amount or in installment payments. All benefits requested before December 31, 2006
were paid prior to year end.
Forfeited AccountsAt December 31, 2006 and 2005 forfeited non-vested accounts totaled $0 and
$61,694, respectively. Forfeited accounts are used to reduce future employer contributions.
ExpensesPlan expenses (other than investment management and loan fees) are paid by the
Company.
-4-
2. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of PresentationThe accompanying financial statements have been prepared on the accrual
basis of accounting.
Use of EstimatesThe 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 available for benefits and
the reported amounts of additions and deductions from assets available for benefits during the
reported period. Actual results could differ from those estimates.
Fully Benefit-Responsive Investment Contracts - As described in 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),
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 collective trust. As required by the FSP, the
Statements of Net Assets Available for Benefits presents the fair value of the investment in
the collective trust as well as the adjustment of the investment in the collective trust from
fair value to contract value relating to the investment contracts. The Statement of Changes in
Net Assets Available for Benefits is prepared on a contract value basis.
Valuation of Investments and Income RecognitionInvestments are recorded at fair value as
determined by the trustee of the Plan using quoted market prices. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on the accrual
basis. The Plans interest in the collective trust is valued based on information reported by
the investment advisor using the audited financial statements of the collective trust at year
end. Dividends are recorded on the ex-dividend date.
Payments of BenefitsBenefits are recorded when paid.
New
Accounting PronouncementsIn September 2006, the FASB
issued Statement on Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS
157). SFAS 157 establishes a single
authoritative definition of fair value, sets out a framework for
measuring fair value and requires additional disclosures about fair
value measurement. SFAS 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The
Company does not believe the adoption of SFAS 157 will have a
material impact on the Plans financial statements.
ABN Amro Trust Services Company served as trustee of the Plan until November 14, 2005. Since
that time Principal Trust Company has served as the Plans trustee.
As of December 31, investments representing 5 percent or more of the Plans assets are as
follows:
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2006 |
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2005 |
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American Funds EuroPacific A |
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$ |
1,637,000 |
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$ |
1,193,079 |
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Franklin Balance Sheet Inv A |
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1,509,577 |
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1,103,336 |
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Principal
Trust S&P 500 Index Fund |
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1,359,723 |
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1,113,590 |
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ABN Amro Income Plus D Fund |
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1,054,036 |
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930,893 |
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Credit Acceptance Stock Fund |
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920,376 |
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460,204 |
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American Funds Washington Mutual A |
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880,219 |
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512,158 |
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Aston/Veredus Aggregate Growth N Fund |
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837,238 |
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1,033,554 |
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Aston/Optimum Mid Cap N Fund |
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711,692 |
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530,506 |
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Aston/ABN Amro Growth N Fund |
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625,267 |
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546,112 |
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-5-
During the year ended December 31, 2006 total realized and unrealized appreciation is as
follows:
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Mutual funds |
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$ |
723,718 |
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Common/Collective Trusts |
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176,353 |
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Credit Acceptance Stock Fund |
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474,322 |
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Net appreciation of investments |
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$ |
1,374,393 |
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5. |
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RELATED PARTY TRANSACTIONS |
Certain Plan investments are shares of mutual funds managed by the trustee; therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment
management services were included as a reduction of the return earned on each fund. The Credit
Acceptance Stock Fund and participant loans also qualify as party-in-interest investments.
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions
of ERISA. In the event of Plan termination, participants will become 100 percent vested in
their accounts.
The Company has adopted a standardized prototype plan. The IRS has issued a favorable opinion
letter dated August 30, 2001, in regards to the standardized
prototype plan. The Plan administrator believes that the
Plan is currently designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. As such, no provision for income taxes has been included in the
Plans financial statements.
8. |
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RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
The following is a reconciliation of net assets available for benefits per the financial
statements at December 31, 2006 to Form 5500:
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Net assets available for benefits per the financial statements |
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$ |
10,943,874 |
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Adjustments from fair value to contract value for interest in collective trust
relating to fully benefit-responsive investment contracts |
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$ |
(16,446 |
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Net assets available for benefits per the Form 5500 |
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$ |
10,927,428 |
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The
following is a reconciliation of investment income per the financial
statements at December 31, 2006 to the Form 5500:
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Total
investment income per the financial statements |
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$ |
1,489,508 |
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Adjustment from fair value to contract value
for fully benefit-responsive investment contracts |
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$ |
(16,446 |
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Total
investment income per the Form 5500 |
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$ |
1,473,062 |
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9. |
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RISKS AND UNCERTAINTIES |
The Plan invests in various securities including mutual funds and Company stock. Investment
securities, in general, are exposed to various risks, such as interest rate, credit and overall
market volatility. Due to the level of risk associated with certain investment securities, it
is reasonably possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts reported in the Statements
of Net Assets Available for Benefits.
-6-
10. |
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NONEXEMPT PARTY-IN-INTEREST TRANSACTIONS |
The Company remitted
participant contributions of $1,196,182 to the trustee during 2006
which were remitted later than required by Department of Labor (DOL) Regulation
2510.3-102.
The
Company will file Form 5330 with the Internal Revenue Service and pay the required
excise tax on the transactions. In addition, participant
accounts will be credited with an appropriate amount of lost earnings.
-7-
SUPPLEMENTAL SCHEDULES
-8-
CREDIT ACCEPTANCE CORPORATION
401(k) PROFIT SHARING PLAN AND TRUST
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2006
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(c) |
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(e) |
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(b) |
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Description |
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Current |
(a) |
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Identity of Issue |
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of Investment |
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Value |
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Capital Research and Mgmt. Co.
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American Funds EuroPacific A
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$ |
1,637,000 |
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Franklin Advisers, Inc.
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Franklin Balance Sheet Inv A
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1,509,577 |
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*
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Principal Trust Company
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Principal Trust S&P 500 Index Fund
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1,359,723 |
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*
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ABN Amro Trust Services Company
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ABN Amro Income Plus D Fund
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1,054,036 |
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*
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Credit Acceptance Corporation
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Credit Acceptance Stock Fund
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920,376 |
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Capital Research and Mgmt. Co.
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American Funds Washington Mutual A
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880,219 |
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*
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Aston Asset Management
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Aston/Veredus Aggregate Growth N Fund
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837,238 |
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*
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Aston Asset Management
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Aston/Optimum Mid Cap N Fund
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711,692 |
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*
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Aston Asset Management
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Aston/ABN Growth N Fund
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625,267 |
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*
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Aston Asset Management
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Aston Balanced N Fund
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514,029 |
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*
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Aston Asset Management
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Aston/TCH Fixed Income N Fund
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496,003 |
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*
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Participant |
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Loans to participants, 6.00% to
11.50%, maturing at various dates
not exceeding five years unless the
loan is a home loan that the
participant uses to acquire a
dwelling which will be used as the
participants principal residence.
In the case of a home loan, the term
may not exceed 15 years.
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378,914 |
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TOTAL INVESTMENTS
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$ |
10,924,074 |
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- 9 -
CREDIT ACCEPTANCE CORPORATION
401(k) PROFIT SHARING PLAN AND TRUST
FORM 5500, SCHEDULE H, PART IV, QUESTION 4a
DELINQUENT PARTICIPANT CONTRIBUTIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
Question 4a Did the employer fail to transmit to the plan any participant contributions
within the time period described in 29 CFR 2510.3-102, was answered yes.
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Participant Contributions Transferred Late
to Plan* |
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Total that Constitute Non
exempt Prohibited Transactions |
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$6,053,922 |
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$6,053,922 |
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* |
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Amount includes $4,857,740 related to the years 2002-2005. As
of December 31, 2006, all participant contributions were remitted to
the plan. During 2007, Credit Acceptance will restore lost earnings
to the plan as well, to fully correct all prohibited transactions. |
- 10 -
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of
the Credit Acceptance Corporation 401(k) Profit Sharing Plan and Trust (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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CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST
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Date: June 29, 2007 |
By: |
/s/ Kenneth S. Booth
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Kenneth S. Booth |
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Chief Financial Officer |
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- 11 -
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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23.1
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Consent of Grant Thornton LLP
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- 12 -