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 MORTGAGE GROUP, INC. SAVINGS INCENTIVE 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
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 Mortgage Group, Inc. Savings Incentive Plan:
Report of Independent Registered Public Accounting Firm.. 3
Statements of Net Assets Available for Benefits ......... 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements ........................... 6
Supplemental schedule as of and for the year ended,
December 31, 2003:
Schedule H, Part IV, Line 4i - Schedule of Assets Held at
End of Year ............................................. 14
Schedules required under the Employee Retirement Income Security Act of 1974,
other than the schedule listed above, are omitted because of the absence of the
conditions under which such schedules are required or because such schedules
have been previously submitted to the Department of Labor.
(b) EXHIBIT
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Exhibit 23 - Consent of Independent Registered................ 17
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 MORTGAGE GROUP, INC.
SAVINGS INCENTIVE PLAN
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(Name of Plan)
Date June 25, 2004 By
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/s/David C. Walker
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(David C. Walker,
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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To the Trustees and Participants of
The GMAC Mortgage Group, Inc. Savings Incentive Plan
Horsham, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the GMAC Mortgage Group, Inc. Savings Incentive Plan (the "Plan") as of
December 31, 2003 and 2002, and the related statements of changes in net assets
available for benefits for the year ended December 31, 2003. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe 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 year
ended December 31, 2003 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
for investment purposes 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. The supplemental schedule is the responsibility of the
Plan's management. Such supplemental schedule has been subjected to the auditing
procedures applied in our audits of the basic 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
Princeton, NJ
June 25, 2004
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 2003 and 2002
2003 2002
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Assets:
Investments (Note 4) $401,830,689 $265,224,292
Loans Receivable 7,814,107 6,159,920
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NET ASSETS AVAILABLE FOR BENEFITS $409,644,796 $271,384,212
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See notes to financial statements.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS THE
YEAR ENDED DECEMBER 31, 2003.
Interest and dividends $ 4,927,741
Net appreciation in fair
value of investments(Note 4) 76,069,654
Contributions:
Employee 50,637,332
Employer - net 20,018,146
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Total contributions 70,655,478
Distributions to participants (19,940,927)
Rollovers 6,548,638
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Increase in net assets available
for benefits during the year 138,260,584
Net assets available for benefits,
beginning of year 271,384,212
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Net assets available for benefits,
end of year $409,644,796
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See notes to financial statements.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003 AND 2002
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1. DESCRIPTION OF THE PLAN
The GMAC Mortgage Group, Inc. Savings Incentive Plan (the "Plan") was
adopted by action of the Board of Directors of GMAC Mortgage Group, Inc.
(the "Group") on April 30, 1986. The Plan was restated effective January 1,
1998. The Plan was amended as of November 29, 1999 and December 15, 2000
with an effective date of January 1, 1999 for both amendments. The Plan was
amended and restated effective January 1, 2001. The Plan was amended
primarily to clarify existing plan features and to effect administrative
changes. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
During 2002, the Plan was amended and restated to be in compliance with the
provisions of the Uruguay Round Agreement Act, the Uniformed Services
Employment and Reemployment Rights Act, the Small Business Job Protection
Act of 1996, the Taxpayer Relief Act of 1997 and various regulations and
rulings issued by governmental agencies (together "GUST") and the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). These
amendments specify, among other things, changes in allowable rollover
contributions into the Plan, changes in distributions resulting from
termination of employment prior to early or normal retirement dates and
other options for participants in the Plan.
During 2002, the Plan implemented four additional amendments. On March 29,
2002, the Plan adopted certain "model amendments" prepared by the Internal
Revenue Service to establish good faith compliance with certain provisions
of the Economic Growth and Tax Relief Reconciliation Act of 2001. Also on
March 29, 2002, the Plan was amended to state that each employee who
becomes eligible to participate may contribute any percentage of his
compensation remaining after applicable income or payroll tax or other
withholding elections as he shall elect in a manner prescribed by the
Administrator. "Compensation" shall not include bonuses (except for
employees of GMAC Commercial Mortgage), incentive compensation other than
commissions, severance or termination pay, expense reimbursements or
allowances, or the value of welfare benefits or perquisites paid in cash.
On September 13, 2002, the Plan was amended to indicate that the maximum
term of a loan generally may not exceed five years, however, if the
participant establishes to the satisfaction of Fidelity that the
participant intends to use the loan to acquire his principal residence, the
maximum term of the loan is ten years.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Furthermore, the Group contribution for a member shall be adjusted as the
Pension Committee shall direct to the extent necessary for the matching
contribution amount to be the amount that would have been contributed if
the member's salary reduction contributions for the Plan year were made as
an equal percentage of compensation during the portion of the year the
member was eligible for matching contributions.
General - The Plan is a defined contribution plan with a cash or deferred
arrangement for employees of the Group, its participating subsidiaries and
any related entities electing to adopt the Plan. The primary subsidiaries
or related entities and their respective subsidiaries participating in the
Plan include:
o GMAC Residential Holding Corporation ("GMAC Residential")
o Residential Funding Corporation ("RFC")
o GMAC Commercial Holding Corporation ("GMAC Commercial Mortgage").
The Plan is sponsored and administered by the Group. At December 31, 2003
and 2002, all assets were held in trust at Fidelity Management Trust Company
("Fidelity"). A general description of the Plan provisions is incorporated
in the notes that follow. The Plan document includes a complete description
of the Plan provisions.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Acquisitions by the Group and subsidiaries affecting the Plan:
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1)(2) Affected
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GMAC Commercial Holding Corp.
Proctor Mortgage Group II, LLC 02/01/02 Net Assets 6 Rollover 2003
Proctor Mortgage Services, LLC 02/01/02 Net Assets 0 Rollover 2003
Westco Real Estate Finance Corp. 03/01/02 Net Assets 26 Rollover 2003
CapMark Services, LP 07/16/03 Net Assets 205 Rollover 2004
Lend Lease Real Estate
Investments, Inc. 07/16/03 Net Assets 10 Rollover 2004
Lend Lease Asset Management LP 07/16/03 Net Assets 36 Rollover 2004
Notes:
(1) Rollovers afford the former entity's plan participants the
opportunity to roll their funds into the Group's Plan. Participants
are eligible to rollover to the Group's Plan as of the entity's
acquisition date.
(2) In all types of transfers, employees of the former entity are vested
in accordance with the Plan's vesting schedule and their original
dates of hire, except where noted.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Eligibility - Employees, except those in an ineligible classification, are
eligible to participate. Employees considered ineligible are those covered
by a collective bargaining agreement, part-time commissioned employees are
not eligible for fringe benefits, part-time employees scheduled to work less
than 20 hours per week, temporary employees, those employed as mortgage loan
agents by GMAC Home Services, Inc., a non-resident alien with no United
States source income, leased employees (paid by an entity other than the
Group, or independent contractors. Temporary employees and those scheduled
to work less than 20 hours per week become eligible once they complete one
year of eligibility service and are employed by the Group on that date.
Eligible employees may generally start to make pre-tax contributions to the
Plan on the first day of any calendar month following 30 days of employment.
Contributions - Annual additions to a participant's account are subject to
certain limitations imposed by the Plan, and the Internal Revenue Code of
1986, as amended (the "Code". Employees may elect to contribute to the Plan
on a pre-tax basis, in even multiples of 1% of base compensation, up to 99%
(subject to a limit of $12,000 and $11,000 for the years ended December 31,
2003 and 2002, respectively, plus, as applicable, the limit for age 50 or
older catch-up contributions of $2,000 and $1,000 for years ended December
31, 2003 and 2002, respectively. The participant contribution limitation is
evaluated annually by the Internal Revenue Service to determine if an
adjustment for cost of living increases is necessary to the extent permitted
by the Code. After one year of service, the Group will match 100% of a
participant's contribution $1 for $1, up to 6% of compensation, to an annual
matching limit of $3,000. Employer contributions are made to the General
Motors Unitized Stock Fund. Based on the participant's election, participant
contributions can be directed to any of several investment funds or options
(see Note 4). Participants may elect to change contribution elections daily
and are permitted to change allocations among funds or transfer balances
between funds, in 1% increments daily.
Participant Accounts - Two pre-tax basis accounts are maintained for each
Plan participant. The Salary Reduction Account consists of a participant's
contributions. The Matching Account consists of the Group's contributions.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account. Any increase or decrease in
the market value of each investment category and all accrued income,
expense and realized profit or loss shall be added to or deducted from the
account of each participant.
Vesting - Participants are immediately vested in their contributions in the
Salary Reduction Account plus actual earnings thereon. Vesting in the
Group's contributions in the Matching Account plus earnings thereon is
based on years of continuous service. The participants' Matching Account
vested balance is 20% after one year of credited service and increases 20%
per year thereafter until fully vested, becoming 100% fully vested after 5
years of credited service.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Participant Loans - Active participants in the Plan are generally eligible
to borrow from the Plan up to the lesser of $50,000 or 50% of the
participant's vested account balance. Interest on participant loans is
determined by the Plan Administrator based on rates offered by commercial
lenders for similar type loans. Loan repayments are in level monthly
installments over a term not to exceed ten years if loan is used for home
purchase or five years if loan is used for any other purpose. Loans are
funded through the liquidation of the participant's related investments.
Repayments of principal are reinvested based upon the participant's current
investment options.
Distributions - A participant may withdraw his or her vested accrued benefit
at any time after termination of employment, subject to an excise tax
penalty if withdrawn prior to age 59 1/2. Prior to termination of
employment, the participant's vested accrued benefit may only be withdrawn
because of disability or financial hardship. A participant will receive his
or her withdrawal in a lump-sum payment. A participant may also elect a
distribution of shares of stock to the extent that a participant's accrued
benefit is invested in employer stock.
Forfeitures - Upon termination, the non-vested portion of the participant's
Matching Account is forfeited. For the years ended December 31, 2003 and
2002, forfeited nonvested accounts totaled $720,553 and $844,387 and will be
used to reduce subsequent Group contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America.
Use of Estimates - The preparation of the financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions (specifically,
the fair value of plan assets) that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results may differ from those
estimates.
Risks and Uncertainties - 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 that such changes could materially affect the amounts
reported in the financial statements.
Investment Valuation and Income Recognition - Investment transactions are
recorded on the trade date and investment balances are stated at fair value.
Assets are invested in common stocks, mutual funds and pooled separate
accounts and are carried at quoted market price. Net appreciation in fair
value of investments is computed based on the fair value of investments at
the beginning of the Plan year compared with the fair value of investments
at the end of the Plan year. Dividends and interest are included in income
when earned based on the term of the investments and the periods during
which the investments are owned by the Plan.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Participant loans are valued at cost, which approximates fair value.
Balances in the loan fund are carried at the principal balance outstanding.
Distributions - Distributions are recorded when paid.
Expenses - Administrative expenses of the Plan are paid by the Group.
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Group 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, each participant's Matching Account becomes fully vested to the
extent of the amount in the participant's Matching Account.
4. INVESTMENTS AND INVESTMENT OPTIONS
The following presents investments that represent 5 percent or more of the
Plan's net assets.
December 31,
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Identity of Issue 2003 2002
Fidelity Management Trust Comppany:
Growth & Income Fund (1,229,578
and 1,193,316 shares, respectively) $ 46,303,956 $ 36,169,403
Magellan Fund (393,515 and 338,196
shares, respectively) 38,462,209 26,703,977
Contrafund (600,206 and 529,517
shares, respectively) 29,620,200 20,439,354
Managed Income Fund (26,817,988 and
24,325,125 shares, respectively) 26,817,988 24,325,125
Retirement Government Monoey Market
(24,879,230 shares and 20,729,207
shares, respectively) 24,879,230 20,729,207
General Motors United Common Stock
Fund (6,333,018 and 5,039,691 shares,
respectively)* 87,775,626 46,113,175
* Nonparticipant-directed
During the year ended 2003, the Plan's investments, which were all mutual
funds (including gains and losses on investments bought and sold, as well
as held during the year), appreciated in value by $76,069,654.
The Plan currently offers 31 mutual funds and one common stock as
investment options for participants.
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Employer contributions are automatically invested in the General Motors
Unitized Stock ("GMUS") Fund. Participants have the ability to transfer
these funds to another investment option immediately. The objective of the
GMUS Fund is to provide a General Motors stock investment option that can
be traded and accessed with the same frequency and timeliness as a Fidelity
mutual fund. This fund is primarily comprised of GM Common Stock and a
small percentage of cash and/or other liquid investments ranging from 1 to
3 percent of total assets of the fund. The availability of the cash makes
it possible to trade shares of GM Common Stock without waiting the
mandatory five-day settlement period. Contributions to each participant's
Matching Accounts are initially invested in the GM Unitized Common Stock
Fund. See Note 7 for more detailed financial information.
5. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated August 20, 2002 that the Plan and related trust were designed
in accordance with the applicable regulations of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination letter.
However, the Plan Administrator and the Plan's tax counsel believe that the
Plan is designed and is currently operated in compliance with the applicable
requirements of the IRC.
6. RELATED PARTY TRANSACTIONS
Advisory, auditing and accounting services are paid for by the Group on
behalf of the Plan. Costs for such outside services amounted to
approximately $181,000 during the year ended December 31, 2003. The
administrative expenses relating to the funds are paid directly by the
participants from the fund's assets and are factored into the net asset
value.
The Plan has invested in common stock of General Motors Corporation ("GM"),
the indirect parent of the Group, which is classified as
nonparticipant-directed investments. See Note 7 for more detailed financial
information. During the years ended December 31, 2003 and 2002, the Plan had
the following GM stock transactions:
2003 2002
Total dollar amount of purchases $23,665,016 $22,508,896
Total dollar amount of sales 12,322,487 10,097,078
- - 12 -
THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
7. NONPARTICIPANT-DIRECTED INVESTMENTS
December 31,
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2003 2002
Net Assets - Common Stock $90,703,436 $48,671,584
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Year-Ended
December 31, 2003
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Interest and dividends $ 34,622
Net appreciation in fair
value of investments 30,936,120
Controbutions:
Employee 1,760,365
Employee - gross 19,505,457
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Total contributions 21,265,822
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Distribution to participants (2,774,881)
Rollovers 263,543
Transfer among investment options (7,693,374)
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Decrease in net assets available
for benefits during the year 42,031,852
Net assets available for
benefits, beginning of year 48,671,584
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Net assets availabe for benefits,
end of year $90,703,436
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Schedule H, Part IV, Line 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2002
Market
Identity of Issue Description of Investment Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
Participant Loans (Interest rates from
5% to 10.5%) $7,814,107 $7,814,107
Fidelity Management Trust Company
Growth & Income Fund (2) Growth & Income Fund 46,942,919 46,303,956
Fidelity Management Trust Company
Magellan Fund (2) Growth Fund 39,642,328 38,462,209
Fidelity Management Trust Company
Contrafund (2) Growth Fund 28,343,483 29,620,200
Fidelity Management Trust Company
Managed Income Fund (2) Stable Value Fund 26,817,988 26,817,988
Fidelity Management Trust Company
Asset Manager Fund Asset Allocation Fund 15,591,447 15,146,179
Fidelity Management Trust Company
Retirement Government Money Market
Fund (2) Money Market Fund 24,879,230 24,879,230
Fidelity Management Trust Company
OTC Portfolio Fund Growth Fund 16,573,209 13,596,546
Fidelity Management Trust Company
Overseas Fund International Growth Fund 11,154,519 10,854,125
Fidelity Management Trust Company
Blue Chip Growth Fund Growth & Income Fund 14,248,070 13,255,119
Fidelity Management Trust Company
Small Cap Stock Fund Growth Fund 6,624,082 7,793,601
Fidelity Management Trust Company
Fidelity Aggressive Growth Fund Growth Fund 6,248,725 4,371,346
Fidelity Management Trust Company
Spartan U.S. Equity Index Fund Growth Fund 8,451,295 8,646,615
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THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
Schedule H, Part IV, Line 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2003
Market
Identity of Issue Description of Investment Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
Fidelity Management Trust Company
Puritan Fund Balanced Fund 6,791,378 7,084,698
Fidelity Management Trust Company
Ginnie Mae Fund Income Fund 7,538,259 7,588,376
Fidelity Management Trust Company
U.S. Bond Index Bond Fund 8,069,257 8,166,538
Fidelity Management Trust Company
Low-Price Stock Fund Growth Fund 10,286,046 12,816,805
Fidelity Management Trust Company
Equity Income Fund Growth Fund 2,894,543 3,194,034
Fidelity Management Trust Company
Freedom Income Fund Asset Allocation Fund 769,792 785,836
Freedom 2000 Fund Asset Allocation Fund 784,309 786,274
Freedom 2010 Fund Asset Allocation Fund 3,770,010 3,835,664
Freedom 2020 Fund Asset Allocation Fund 5,502,903 5,579,194
Freedom 2030 Fund Asset Allocation Fund 5,424,077 5,579,490
Freedom 2040 Fund Asset Allocation Fund 489,257 540,651
Fidelity Management Trust Company Growth Fund
Fidelity Value Fund 4,930,529 6,005,226
Fidelity Management Trust Company International Growth Fund
Diversified International Fund 2,358,801 2,905,048
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Part IV, Line 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2003
Market
Identity of Issue Description of Investments Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
Fidelity Fixed Income Trust Inflation Bond Fund 369,006 369,981
Protected Bond Fund
Janus Advisor Series Mid Cap Value Growth Fund 383,146 415,354
ING Partners Inc. PIMCO Total Return Bond Fund 879,778 870,234
Portfolio
Alger Fund MidCap Growth Portfolio Growth Fund 1,911,880 2,131,912
AIM Growth Series Basic Value Fund Growth Fund 447,260 494,289
Janus Mid Cap Value Fund Growth Fund 1,127,214 1,267,705
Fidelity Management Trust Company
General Motors Unitized Common Stock
Fund (1)(2) Common Stock Fund 70,652,751 87,775,626
Fidelity Management Trust Company
Delphi Automotive Unitized Common Stock
Fund (1) Common Stock Fund 2,469,089 2,020,449
DirectTV
DirectTV Common Stock (1) Common Stock Fund 499,387 447,718
Newscorp Stock
Newscorp Common Stock (1) Common Stock Fund 98,023 91,543
Raytheon Corp
Raytheon Common Stock (1)
Common Stock Fund 531,815 368,100
Wachovia
Wachovia Corporation Stock Fund Common Stock Fund 315,534 962,830
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TOTAL $392,625,446 $409,644,796
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(1) Party in interest.
(2) Individual investment represents 5% or more of the Plan's net assets.
16