Sonic Automotive

A Fortune 500 Company Headquartered in North Carolina

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Table of ContentsCompany Snap Shot………………………………………………………………………………………….………………1

Cultures and Values………………………………………………………………………………………………………….2

Sources...……………….……………………………………………………………………………………….………………..3

State of Incorporation……………………………………………………………………………………………………….4

Registered Agent………………………………………………………………………………………………………………5

Corporate Structure………………………………………………………………………………………………………….6

Executive Biographical Information…………………………………………………………………………………..7

General Counsel………………………………………………………………………………………………………………10

Legal Proceeding………………………………………………………………………………………………………….…11

Historical Stock Prices…………………………………………………………………………………………………….12

Sonic Automotive4401 Colwick RoadCharlotte, NC 28211Website: http://www.sonicautomotive.com/

Business Overview: It has been said that everything rises and falls on

leadership. For Sonic Automotive, it all started when O. Bruton Smith as a young man, fell in love with cars and began racing and building cars in his parent's garage and subsequently began selling them in his front yard. His passion for building, racing, and selling automobiles led him to open his first used car dealership in Charlotte, North Carolina.

It was the leadership of Mr. Smith which formed the foundation of the Company that’s celebrated today. With 20 stores, representing 15 brands and several hundred employees, Sonic Automotive was launched as a public company in November 1997. It is that same commitment to leadership, exercised every day by every one of our associates, which has made Sonic Automotive one of the largest and most successful automotive retailers in the country.

Today, Sonic Automotive, as a Fortune 500 company and member of the Russell 2000 Index, is among the largest automotive retailers in the United States. These dealerships provide comprehensive services, including sales of both new and used cars and light trucks, sales of replacement parts, performance of vehicle maintenance, warranty, paint and collision repair services, and arrangement of extended warranty contracts, financing and insurance for the company's customers.

Sonic Automotive operates over 100 dealerships spread across 14 states and 25 major metropolitan markets. Sonic represents approximately 25 different automotive brands with the majority of our dealerships being luxury and import brands. It is an industry-leading automotive retailer committed to providing our customers with an outstanding

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Company Snap Shot

Year Founded:

1997

Industry:

Automotive Retailer

Annual Revenue:

2013 Revenue-- $2,085,069

2014 Revenue-- $2,200,362

Key Executives:

O. Bruton SmithChairman of the Board, Chief Executive Officer

B. Scott SmithPresident, Chief Strategic Officer, Director

David SmithVice Chairman

Heath R. ByrdExecutive Vice President, Chief Financial Officer

Jeff DykeExecutive Vice President, Operations

automotive experience that is delivered with professionalism, integrity and enthusiasm.

Culture and Values:Our Creed

Sonic Automotive is an industry leading Automotive Retailer committed to providing our customers with an outstanding automotive experience; delivered with professionalism, integrity and enthusiasm. Together, we pledge to make Sonic Automotive the best place to work, and in turn, the best place for our customers to shop.

InvestorsSonic Automotive will create wealth for our investors by:

Operating with unquestionable integrity Adhering to sound investment principles Managing our business for the long term Pursuing sustainable profits and growth

Financial StatusSonic Automotive Inc. (NYSE:SAH) had FYE 12/31/2013

revenue of $8.8 billion and has 9,100 employees according to its current 10K government filing. FYE 12/31/14 revenue was $9.1 billion with a net income of $97 million. Sonic Automotive’s net worth is $666 million. Its liabilities are an amount of $2.5 billion.

Recent NewsSonic Automotive, Inc. Declares Quarterly Cash Dividend Sonic Automotive, Inc.Journal of Transportation March 14, 2015 Word Count: 101 ...656 3/14/15 J. Transp. 656 2015 WLNR 6689724 Sonic Automotive, Inc. Declares Quarterly Cash Dividend Sonic Automotive, Inc. Journal of Transportation Expanded Reporting 656...

Annual Report: Sonic Automotive Class A (NYSE:SAH) EPS up 20.3% to $US1.84News Bites US - NYSE March 07, 2015 12:00 AM Word Count: 600 

Sonic Automotive sets a quarterly record for salesCharlotte Business Journal February 27, 2015 Word Count: 401 

Sonic Automotive to ramp up expansion efforts this year

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How we do itOur keys to success:

Leadershipo We lead by exampleo We hold ourselves and

each other accountableo We develop the next

generation of leaderso We follow our Code of

ethics—every time Process

o We execute our Operational Playbooks flawlessly

o We provide industry-leading customer service

o We deploy cutting-edge technology

Cultureo We operate as one team

with unquestionable integrity

o We have FUNo We create wealth

through continuous improvement

Investment PrinciplesThink before we spend

Invest money where we make money

Careful due diligence and review process

Stick to our strategy Allocation capital carefully Own our land and facilities Use good judgment

charlotteobserver.com Sonic Automotive is eyeing expansion this year with plans to acquire more dealerships, open more standalone used-car stores and spend roughly $200 million on real estate and buildings.

Sources: http://www.sonicautomotive.com

SONICAUTOMOTIVEINC_10K_20150227

Sonic Automotive sets a quarterly record for sales 2015 WLNR 6047573

Sonic Automotive, Inc.; LexisNexis® Corporate Affiliations

http://www.sec.gov/

https://www.linkedin.com/company/sonic-automotive

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State of Incorporation

Sonic Automotive, Inc. was incorporated in 1997 in the state of Delaware but

headquartered in Charlotte, North Carolina. Sonic Automotive’s legal status and organizational

status is public. They do not import or export vehicles as a part of their business operations.

Source: Sonic Automotive, Inc.; LexisNexis® Corporate Affiliations

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Registered AgentThe address of the initial registered office in the State of Delaware and the name of the

initial registered agent of Sonic Automotive, Inc. at such address are set forth in the Amended

and Restated Certificate of Incorporation of Sonic. Sonic Automotive may, from time to time,

designate a different address as its registered office or a different person as its registered agent,

or Both; provided, however, that such designation shall become effective upon the filing of a

statement of such change with the Department of State of the State of Delaware as is required by

law.

 More Information from the Bylaws can be found on: http://www.sec.gov/Archives/edgar/data/1043509/000119312506028962/dex31.htm

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Corporate StructureAccording to Sonic Automotive’s SEC 10-K statement Sonic is one of the largest automotive

retailers in the United States, as measured by total revenues. As of December 31, 2014, it

operated 118 franchises in 13 states (representing 25 different brands of cars and light trucks)

and 19 collision repair centers. AnTrev LLC, Amgar Inc., and AutoBahn Inc. are just three of

Sonic Automotive’s several subsidiaries. For management and operational reporting purposes,

they group certain franchised dealerships together that share management and inventory into

“stores.”

As of December 31, 2014, Sonic Automotive operated 100 stores. It’s franchised dealerships

provide comprehensive services including (1) sales of both new and used cars and light trucks;

(2) sales of replacement parts, performance of vehicle maintenance, manufacturer warranty

repairs, paint and collision repair services; and (3) arrangement of extended warranties, service

contracts, financing, insurance and other aftermarket products for our customers. In addition,

during the fourth quarter of 2014, Sonic opened two stand-alone pre-owned specialty retail

locations in Denver, Colorado under the EchoPark brand.

LexisNexis list 282s subsidiaries under corporate hierarchy on its Corporation

Affiliations website. LexisNexis does not list Sonic Automotive as the largest automotive

retailer. It states that Sonic owns and operates 123 new and used cars and light truck dealerships

in 14 states as opposed to Sonic’s 10-k SEC current filing. Both sources are parallel in the

services that Sonic Automotive renders and the operations it conducts.

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Executives Biographic Information

 Mr. O. Bruton Smith, 87

Mr. O. Bruton Smith is the Founder, Chairman, Chief Executive Officer and a director and

has served as such since formation in January 1997, and Mr. Smith is currently a director and

executive officer of many of Sonic Automotive’s subsidiaries. Mr. Smith has worked in the retail

automobile industry since 1966. Mr. Smith is also the Executive Chairman, a director and

controlling stockholder of Speedway Motorsports, Inc. (“SMI”). SMI is a public company traded

on the New York Stock Exchange (the “NYSE”). Among other things, SMI owns and operates

the following NASCAR racetracks: Atlanta Motor Speedway, Bristol Motor Speedway,

Charlotte Motor Speedway, Kentucky Speedway, Las Vegas Motor Speedway, New Hampshire

Motor Speedway, Sonoma Raceway and Texas Motor Speedway. Mr. Smith is also an executive

officer or a director of most of SMI’s operating subsidiaries.

Mr. B. Scott Smith, 47

Mr. B. Scott Smith is the Co-Founder, President, Chief Strategic Officer and a director. Prior

to his appointment as President in March 2007, Mr. Smith served as Sonic Automotive’s Vice

Chairman and Chief Strategic Officer since October 2002. Mr. Smith held the position of

President and Chief Operating Officer from April 1997 to October 2002. Mr. Smith has been a

director of the company since the organization was formed in January 1997. Mr. Smith also

serves as a director and executive officer of many of Sonic Automotive’s subsidiaries. Mr. Smith

has been an executive officer of Town & Country Ford since 1993, and was a minority owner of

both Town & Country Ford and Fort Mill Ford before our acquisition of these dealerships in

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1997. Mr. Smith became the General Manager of Town & Country Ford in November 1992

where he remained until his appointment as President and Chief Operating Officer in April 1997.

Mr. Smith has over 25 years of experience in the automobile dealership industry.

Mr. David Bruton Smith, 40

Mr. David Bruton Smith has served as the company’s Vice Chairman since March 2013

and as a director since October 2008. Mr. Smith served as Executive Vice President from

October 2008 until his appointment as Vice Chairman in March 2013, and has served as a

director since October 2008 and in the organization since 1998. Prior to being named a director

and Executive Vice President in October 2008, Mr. Smith served as Sonic Automotive’s Senior

Vice President of Corporate Development. Mr. Smith served as Vice President of Corporate

Strategy of the company from October 2005 to March 2007, and also served prior to that time as

Dealer Operator and General Manager of several of our dealerships.

Mr. Heath R. Byrd, 48

Mr. Heath R. Byrd has served as the Executive Vice President and Chief Financial

Officer since March 2013. Mr. Byrd was previously a Vice President and Chief Information

Officer, and has served the organization since 2007. Prior to joining Sonic, Mr. Byrd served in a

variety of management positions at HRAmerica, Inc., a workforce management firm that

provided customized human resource and workforce development through co-sourcing

arrangements, including as a director, as President and Chief Operating Officer and as Chief

Financial Officer and Chief Information Officer. Prior to HR America, Mr. Byrd served as a

Manager in the Management Consulting Division of Ernst & Young LLP.

Mr. Jeff Dyke, 47

Mr. Jeff Dyke has served as the Executive Vice President of Operations since October

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2008 and is responsible for direct oversight for all of Sonic’s retail automotive operations. From

March 2007 to October 2008, Mr. Dyke served as the Division Chief Operating Officer –

Southeast Division, where he oversaw retail automotive operations for the states of Alabama,

Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas. Mr. Dyke first joined

Sonic in October 2005 as its Vice President of Retail Strategy, a position that he held until April

2006, when he was promoted to Division Vice President – Eastern Division, a position he held

from April 2006 to March 2007. Prior to joining Sonic, Mr. Dyke worked in the automotive

retail industry at AutoNation, Inc. from 1996 to 2005, where he held several positions in

divisional, regional and dealership management with that company.

Source: SEC 10-K form

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General Counsel

Stephen K. Coss, Esq.

Mr. Stephen K. Coss is the Senior Vice President, General/Corporate Counsel, and the

Corporate Secretary of Sonic Automotive, Inc. since April 2004. Coss has previously worked as

an Associate Attorney for Parker Poe from years 1994-1999. Coss was admitted to the bar in

1994 after receiving his Juris Doctor from the University of Virginia. In 2009 Coss was featured

in Super Lawyers Magazine as a Rising Star.

Used Bloomberg Business to find Coss’ past schools and what year he obtained his license.

LexisNexis Directories was used to find basic information about Coss and his other positions

within Sonic Automotive. WestLaw Next gave me other information on Coss such as his past

employment. All of the websites listed Coss’ contact information. There was not a lot of

information on Coss. I also searched marketwatch.com and there were no results for Coss.

Sources: http://www.bloomberg.com/

Lexis Nexis Directories/Personal Contacts

WestLaw Next Directories/Profiler

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Legal Proceeding

From 2003 until now, Sonic Automotive has been involved in 21 jury trials and

settlements. Sonic has settled six (6) times since 2003. There has been only one Plaintiff

verdicts since 2004. In 2008, Sonic received a Defendant verdict twice on their behalf.

Criminal Cases—

Sonic has not been involved in criminal cases.

Civil Cases—

Matthew & Jennifer Janecek v. Christopher Allen Lehoski, Lawrence Marshall et al.

On Feb. 6, 2002, plaintiff Matthew Janecek and his wife Jennifer were stopped at a red

light in Tomball when their Ford F-250 pickup was rear-ended by a car driven by Christopher

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Allen Lehoski. When Janecek got out of the vehicle to exchange information, the pickup burst

into flames. He went back to the truck to get Jennifer out. Lehoski was charged with driving

while intoxicated. Matthew and Jennifer Janecek sued Lehoski for negligence and Lawrence

Marshall Chevrolet II LP, and other companies that are subsidiaries of Sonic Automotives, for

products liability. Plaintiffs alleged that the flames erupted because a plastic gas tank without a

shield to protect the pickup from rear-ends collisions was a design defect. The defendants

contended that the fire was caused by a chain saws and a gas can in the bed of the truck and had

nothing to do with gas tank materials or lack of a shield. Sonic subsidiaries ultimately settled out

of court for an unsaid amount.

ALLIGOOD, VALERIE v. SONIC AUTOMOTIVE; 2009 Jury Verdicts LEXIS 238641

This is a premises liability suit against Sonic Automotive for the personal injury that

Plaintiff suffered. Plaintiff attempted to sit in chair with wheels at Defendant premises and fell.

The Plaintiff obtained a back injury which resulted in surgery.

Equal Employment Opportunity Commission v. Lexus of Serramonte, et al

In this case, the EEOC, brought a claim on behalf of Anne Wei, whom was an Internet

sales representative for Lexus (a subsidiary of Sonic Automotive), and other similarly situated

individuals, alleged that Wei and the class were subjected to a hostile work environment by

Lexus of Serramonte, Sonic Automotive Inc. and First America Automotive on the basis of their

sex, which is female. The EEOC alleged that the harassment included verbal and physical acts

and was so intolerable which forced Wei to resign in November 2002. On March 8, 2005, the

EEOC, filed a complaint against Lexus of Serramonte, Sonic Automotive and First America

Automotive. The Defendants allege that Wei did not complain to management about the alleged

harassment and quit her job because she didn't get along with her supervisor, not because of

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harassment.

Source: Lexis Advanced Verdict and Settlement Analyzer

Historical Stock Prices

Date Open High Low Close Volume Adj Close*

Mar 13, 2015 24.18 24.31 23.89 24.10 134,200 24.10

Mar 12, 2015 23.52 24.34 23.37 24.23 154,000 24.23

Mar 11, 2015 23.05 23.39 23.05 23.34 312,600 23.34

Mar 11, 2015 0.025 Dividend

Mar 10, 2015 23.35 23.35 23.09 23.16 159,900 23.14

Mar 9, 2015 23.57 23.65 23.41 23.57 135,000 23.54

Mar 6, 2015 23.85 24.11 23.51 23.52 159,100 23.49

Mar 5, 2015 24.33 24.48 24.01 24.02 191,400 23.99

Mar 4, 2015 24.70 24.90 24.21 24.35 278,400 24.32

Mar 3, 2015 24.94 25.05 24.66 24.89 156,900 24.86

Mar 2, 2015 24.73 25.28 24.51 25.08 368,000 25.05

Feb 27, 2015 24.93 25.18 24.71 24.73 164,300 24.70

Feb 26, 2015 25.12 25.63 24.77 25.01 284,500 24.98

Feb 25, 2015 24.86 25.16 24.26 25.13 643,400 25.10

Feb 24, 2015 25.60 26.22 24.23 24.99 700,300 24.96

Feb 23, 2015 25.89 26.00 25.72 25.96 176,800 25.93

Feb 20, 2015 25.78 25.93 25.50 25.90 124,500 25.87

Feb 19, 2015 25.55 25.90 25.49 25.89 201,600 25.86

Feb 18, 2015 25.81 25.89 25.47 25.60 172,900 25.57

Feb 17, 2015 25.98 26.01 25.76 25.88 484,500 25.85

Feb 13, 2015 26.00 26.00 25.79 25.89 131,100 25.86

Feb 12, 2015 25.91 25.98 25.43 25.94 153,400 25.91

Feb 11, 2015 26.02 26.10 25.66 25.74 156,700 25.71

Feb 10, 2015 25.85 26.14 25.52 26.05 137,500 26.02

Feb 9, 2015 25.87 26.05 25.54 25.59 110,100 25.56

Feb 6, 2015 25.82 26.22 25.78 26.03 151,600 26.00

Feb 5, 2015 25.91 26.14 25.58 25.76 200,300 25.73

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Feb 4, 2015 25.25 25.88 25.21 25.71 146,200 25.68

Feb 3, 2015 25.05 25.40 24.80 25.29 248,800 25.26

Feb 2, 2015 24.66 24.87 23.77 24.72 271,000 24.69

Jan 30, 2015 25.93 25.93 24.47 24.63 400,400 24.60

Jan 29, 2015 25.68 26.07 25.41 26.04 137,200 26.01

Jan 28, 2015 26.05 26.16 25.49 25.57 172,800 25.54

Jan 27, 2015 25.90 26.22 25.62 25.99 162,400 25.96

Jan 26, 2015 26.29 26.60 26.11 26.34 204,100 26.31

Jan 23, 2015 25.61 26.23 25.49 26.18 138,000 26.15

Jan 22, 2015 25.30 25.75 25.12 25.58 157,900 25.55

Jan 21, 2015 25.23 25.51 25.03 25.15 190,000 25.12

Jan 20, 2015 25.52 25.61 25.07 25.44 133,300 25.41

Jan 16, 2015 24.69 25.57 24.40 25.49 131,600 25.46

Jan 15, 2015 25.68 25.68 24.75 24.76 124,900 24.73

Jan 14, 2015 25.66 25.80 25.11 25.56 153,500 25.53

Jan 13, 2015 26.03 26.57 25.60 25.98 248,200 25.95

Jan 12, 2015 26.06 26.16 25.68 25.86 201,500 25.83

Jan 9, 2015 26.47 26.50 25.94 26.09 177,700 26.06

Jan 8, 2015 27.00 27.30 26.39 26.55 190,900 26.52

Jan 7, 2015 26.43 26.72 26.14 26.72 131,500 26.69

Jan 6, 2015 26.54 27.08 25.90 26.10 324,500 26.07

Jan 5, 2015 26.59 26.70 26.22 26.52 169,100 26.49

Jan 2, 2015 27.25 27.34 26.38 26.74 122,700 26.71

Dec 31, 2014 27.63 27.65 27.02 27.04 234,100 27.01

Dec 30, 2014 27.49 27.84 27.36 27.53 99,400 27.50

Dec 29, 2014 27.31 27.72 27.17 27.64 173,000 27.61

Dec 26, 2014 27.35 27.58 27.31 27.37 68,600 27.34

Dec 24, 2014 26.97 27.50 26.97 27.32 164,700 27.29

Dec 23, 2014 27.42 27.52 26.94 27.00 207,400 26.97

Dec 22, 2014 27.31 27.36 26.89 27.25 128,100 27.22

Dec 19, 2014 26.92 27.34 26.68 27.22 646,100 27.19

Dec 18, 2014 26.88 26.95 26.23 26.82 199,300 26.79

Dec 17, 2014 25.76 26.53 25.47 26.45 263,000 26.42

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Dec 16, 2014 26.17 26.68 25.66 25.69 291,000 25.66

Dec 15, 2014 26.83 26.98 26.12 26.29 219,100 26.26

Dec 12, 2014 26.25 27.03 26.25 26.72 362,200 26.69

Dec 11, 2014 26.39 27.06 26.39 26.55 218,900 26.52

Dec 11, 2014 0.025 Dividend

Dec 10, 2014 26.73 26.98 26.25 26.27 253,000 26.22

Dec 9, 2014 26.18 26.89 26.03 26.80 179,400 26.75

Dec 8, 2014 26.74 26.92 26.32 26.44 230,800 26.39

* Close price adjusted for dividends and splits.

Yahoo Finance*

I consulted both Yahoo Finance and Google Finance. I found that Google Finance was a lot

easier to navigate because soon as you arrive on the website historical stock prices is right on the

side. I felt that I had to do a lot of searching on Yahoo Finance. The chart displayed above is

from Yahoo Finance and the red displays the highest stock prices from December 2014 until

currently. Both sources reflected relatively the same highs and lows for the listed days. For

instance on March 13, 2015, both Google and Yahoo reflected 24.31 as the high for the day.

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