UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the fiscal year ended December 31, 2003
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the transition period from to
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Commission file number 33-10665
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THE GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
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(Full title of the plan)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive offices)
Registrant's telephone number, including area code (313) 556-5000
Notices and communications from the Securities and Exchange Commission
relative to this report should be forwarded to:
Peter R. Bible
Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
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FINANCIAL STATEMENTS AND EXHIBIT
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(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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Page No.
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The GMAC Insurance Personal Lines Retirement Savings Plan:
INDEPENDENT AUDITORS' REPORT............................... 3
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002:
Statements of Net Assets Available for Benefits ......... 4
Statements of Changes in Net Assets Available for
Benefits ................................................ 5
Notes to Financial Statements ........................... 6
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2003
Form 5500, Schedule H, Part IV, Line 4i - Schedule
of Assets (Held at End of Year)......................... 10
NOTE: Supplemental schedules, other than that listed above, are omitted because
of the absence of the conditions under which they are required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 or because the required information is
included in the financial statements or in the notes thereto.
(b) EXHIBIT
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Exhibit 23 - Independent Auditors' Consent................ 11
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
THE GMAC INSURANCE PERSONAL
LINES RETIREMENT SAVINGS PLAN
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(Name of Plan)
Date June 28, 2004 By
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/s/Bernard Buselmeier
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(Bernard Buselmeier
Chief Financial Officer
GMAC Insurance Personal Lines
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INDEPENDENT AUDITORS' REPORT
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To the Plan Administrator and Participants of GMAC Insurance Personal Lines
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of GMAC Insurance Personal Lines Retirement Savings Plan (the "Plan") as of
December 31, 2003 and 2002, 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 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 the standards of the Public Company
Accounting Oversight Board (United States) and in accordance with generally
accepted auditing standards as established by the Auditing Standards 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. 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,
2003 and 2002, and the changes in net assets available for benefits for the
years then ended 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, 2003 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 2003 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
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DELOITTE & TOUCHE LLP
Raleigh, NC
June 24, 2004
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 and 2002
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2003 2002
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Assets - Investments $104,654,745 $80,798,215
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NET ASSETS AVAILABLE FOR BENEFITS $104,654,745 $80,798,215
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See notes to financial statements.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2003 and 2002
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2003 2002
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ADDITIONS:
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Net appreciation (depreciation) in
fair value of investments $ 14,831,205 $ (11,922,975)
Interest and dividends 2,092,613 1,840,764
Loan interest 282,687 306,026
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Total interest and dividends 17,206,505 (9,776,185)
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Contributions:
Employer's 5,052,988 3,372,896
Participants' 6,679,087 6,259,646
Participant's rollovers 679,070 215,068
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Total contributions 12,411,145 9,847,610
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Total additions, net 29,617,650 71,425
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DEDUCTIONS:
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Benefits paid to participants 5,688,528 7,131,914
Administrative expenses 72,592 83,242
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Total deductions 5,761,120 7,215,156
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NET INCREASE (DECREASE) BEFORE TRANSFER
FROM OTHER PLAN 23,856,530 (7,143,731)
TRANSFER FROM NAIC EMPLOYEES'
SAVINGS AND RETIREMENT PLAN 1,761,873
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NET INCREASE(DECREASE) 23,856,530 (5,381,858)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 80,798,215 86,180,073
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End of year $104,654,745 $80,798,215
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See notes to financial statements.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
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1. INFORMATION REGARDING THE PLAN
The following brief description of GMAC Insurance Personal Lines Retirement
Savings Plan (formerly Integon Employees' Retirement Savings Plan) (the
"Plan") is provided for general informational purposes only. Participants
should refer to the plan document for a more complete description of the
Plan's provisions.
General - The Plan is a defined contribution plan designed to comply with the
provisions of the Internal Revenue Code (the "Code") to qualify for exemption
from taxation. The Plan was established effective April 1, 1991 and is
subject to the provisions of the Employee Retirement Income Security Act of
1974. The Plan covers all eligible employees of GMAC Insurance Management
Corporation (the Sponsor"), National General Insurance Company and other
business entities. The Plan is administered by the GMAC Insurance Personal
Lines Corporation Employees' Retirement Savings Plan Advisory Committee (the
"Committee"), comprised of individuals appointed by the Sponsor's board of
directors. The Sponsor is 100% owned by GMAC Insurance Holdings, Inc.
("GMACI"), which is a wholly owned subsidiary of General Motors Acceptance
Corporation, which, in turn, is owned by General Motors Corporation.
Effective August 1, 2002, the NAIC Employees' Savings and Retirement Plan
(the "NAIC Plan") was merged into the Plan. At that time all assets and
liabilities of the NAIC Plan were transferred to the Plan.
Eligibility -- Employees, as defined by the Plan, are immediately eligible to
participate in the Plan without regard to any age or service requirement.
Temporary employees are eligible for participation in the Plan after one year
of service providing they have worked at least 1,000 hours over 12
consecutive months, as defined by the Plan. Eligible temporary employee
participation begins on the next plan entry date, the first day of each
calendar month.
Administration of the Plan -- The trustee of the Plan is Fidelity Management
Trust Company ("Fidelity"). Fidelity also assists the Sponsor in its
administration of the Plan. Although officers or employees of the Sponsor
perform certain administrative functions, no such officer or employee
receives compensation from the Plan.
Contributions -- Eligible participants may voluntarily defer from 1% to 20%
of their basic compensation, as defined by the Plan. Contributions are
subject to certain Internal Revenue Code limitations. Employee after-tax
contributions are not permitted. Eligible participants are permitted to make
rollover contributions at the discretion of the Committee. For the plan years
ended December 31, 2003 and 2002, the Sponsor's funding consisted of a
matching contribution of 100% of the first 6% and 4%, respectively, of a
participant's compensation that had been deferred into the Plan.
Participant Accounts -- A separate account is maintained by Fidelity for each
participant. These account balances are adjusted at the end of each pay
period for the amount of the participant's compensation deferral and the
Sponsor's matching contributions. Investment income or loss and other
additions or deductions are credited or charged, as applicable, to the
participant's account quarterly. Allocation of the Sponsor's contribution is
based upon participant compensation, as defined. Allocation of plan earnings
is based upon the balances of the participant's individual accounts. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's account.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
Investment Options -- Upon enrollment in the Plan, a participant may direct
his or her contributions in one or more of various investment options.
Participants may change their investment options as desired. The Plan
currently offers one common trust, one common stock fund, and sixteen mutual
funds as investment options.
Vesting -- Participants are fully vested in the compensation that they defer
into the Plan, the Sponsor's matching contributions, and the related
investment earnings on those deferrals and contributions.
Participant Loans -- Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account
balances, whichever is less. The loans are secured by the balance in the
participant's account and bear interest at rates commensurate with local
prevailing rates as determined quarterly by the plan administrator.
Payment of Benefits -- Upon termination of service due to death, disability,
or retirement, a participant may elect to receive either a lump-sum amount
equal to the value of the participant's vested interest in his or her account
or annual installments over a ten-year period. For termination of service for
other reasons, a participant may receive the value of the vested interest in
his or her account as a lump-sum distribution. Withdrawals may also be made
for certain financial hardships as defined by the Plan.
Plan Termination -- Although the Sponsor has not expressed any intention to
do so, it has the right to terminate the Plan at any time, subject to plan
provisions. Upon such termination of the Plan, the vested account balance of
each participant in the Plan will be distributed to such participant at the
time prescribed by the Code.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting -- The financial statements are prepared on the accrual
basis in accordance with accounting principles generally accepted in the
United States of America ("generally accepted accounting principles").
Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein. Actual results could differ from
those estimates. The Plan utilizes various investment instruments. 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 such
changes could materially affect the amounts reported in the financial
statements.
Valuation of Investments and Income Recognition -- The Plan's investments are
stated at fair value based on quoted market prices. Investments in common
trust funds ("funds") are stated at estimated fair value, which has been
determined by the trustee based on the unit values of the funds. Unit values
are determined by the organization sponsoring such funds by dividing that
funds' net assets by the units outstanding at the valuation date.
Contributions to and withdrawal payments from each fund are converted to
units by dividing the amounts of each transaction by the unit value as last
determined, and the participants' accounts are charged or credited with the
number of units. Mutual funds are valued at quoted market prices, which
represent the net asset values of shares held by the Plan at year-end.
Participant loans are valued at cost plus accrued interest, which
approximates fair value. Purchases and sales of securities are recorded on a
trade-date basis. Interest and dividend income is recorded on the accrual
basis.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
Payment of Benefits--Benefit payments to participants are recorded upon
distribution.
Expenses--Administrative expenses of the Plan are paid by either the Plan or
the Sponsor, as provided in the plan document.
Reclassifications--Certain 2002 amounts have been reclassified to conform to
the current year presentation.
3. INVESTMENTS
The Plan's investments which exceeded 5% of net assets available for benefits
as of December 31, 2003 and 2002 are as follows:
Shares Amounts
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Description of
Investment 2003 2002 2003 2002
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Fidelity Puritan
Fund 300,646 269,963 $5,552,933 $4,262,721
Fidelity Magellan
Fund 103,512 96,521 10,117,246 7,621,329
Fidelity Contrafund 119,230 110,295 5,884,006 4,257,387
Fidelity Growth and
Income Fund 168,941 147,994 6,019,384 4,485,687
Fidelity Low-Priced
Stock Fund 312,826 271,059 10,942,651 6,822,548
Fidelity Managed
Income
Portfolio 21,734,193 20,836,934 21,734,193 20,836,934
Spartan U.S.
Equity Index 446,486 435,011 18,384,202 13,550,603
Janus Worldwide 105,960 3,404,494
During 2003 and 2002, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $14,831,205 and $(11,922,975), respectively, as
follows:
Description of
Investment 2003 2002
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Mutual funds $14,610,041 $(11,853,174)
Common stock fund 221,164 (69,801)
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$14,831,205 $(11,922,975)
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4. RELATED PARTY TRANSACTIONS
Certain plan investments are units of participation in common trust funds and
shares of mutual funds managed by Fidelity. Fidelity is the trustee as
defined by the Plan, and therefore, these transactions qualify as
party-in-interest transactions. The Sponsor pays a portion of the Fidelity
administrative and trustee fees. Such fees were $44,698 and $44,574 for the
years ended December 31, 2003 and 2002, respectively.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
Certain plan investments are loans to participants who may be employees of
the Sponsor, and therefore, these transactions qualify as party-in-interest
transactions.
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Plan, by a
letter dated November 26, 2003, that the Plan and related trust were designed
in accordance with the applicable regulations of the Code. The Plan has been
amended and restated since receiving the determination letter. A
determination letter application is currently pending before the Internal
Revenue Service. The Sponsor and the plan administrator believe that the Plan
is currently designed and operated in compliance with the applicable
requirements of the Code and that the Plan and related trust continue to be
tax-exempt. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
6. SUBSEQUENT EVENTS
Beginning May 31, 2004 and July 31, 2004, two investments funds, PBHG Growth
Fund and Janus Worldwide Fund, will be removed from the investment options
offered by the GMAC Insurance Personal Lines--Retirement Savings Plan.
* * * * * *
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
DECEMBER 31, 2003
Description of Investments,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral,
Current
Lessor or Similar Party Par or Maturity Value
Cost Value
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Fidelity Institutional
Retirement Services Company:
* Fidelity Investments Puritan Fund ** $ 5,552,933
* Fidelity Investments Magellan Fund ** 10,117,246
* Fidelity Investments Contrafund ** 5,884,006
* Fidelity Investments Investment Grade Bond Fund ** 4,183,642
* Fidelity Investments Growth and Income Fund ** 6,019,384
* Fidelity Investments Low-Priced Stock Fund ** 10,942,651
* Fidelity Investments Diversified International Fund ** 4,096,077
* Fidelity Investments Freedom Income Fund ** 347,628
* Fidelity Investments Freedom 2000 Fund ** 463,438
* Fidelity Investments Freedom 2010 Fund ** 832,625
* Fidelity Investments Freedom 2020 Fund ** 1,724,663
* Fidelity Investments Freedom 2030 Fund ** 2,180,632
* Fidelity Investments Fidelity Mid-Cap Stock ** 1,128,636
* Fidelity Investments Managed Income Portfolio ** 21,734,193
PBHG Growth and Income Fund ** 1,121,973
MSIFT Value Advisor ** 1,154,936
Janus Worldwide ** 3,819,340
Spartan U.S. Equity Index ** 18,384,202
General Motors Common Stock Fund ** 707,661
* Participants Participant loans (maturing through 2005
at interest rates of 5.75% to 10.5%) ** 4,258,879
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Total investments $104,654,745
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* Permitted party-in-interest transactions.
** Cost information is not required for participant-directed investments and,
therefore, is not included.
Note: This schedule was derived from data certified by the Trustee.
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