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, 2002
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
---
ACT OF 1934
For the transition period from to
--------------------- ---------------------
Commission file number 33-10665
--------
THE GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
----------------------------------------------------------
(Full title of the plan)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
----------------------------------------------------
(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
- 1 -
FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
-----------------------------------------------
Page No.
--------
The GMAC Insurance Personal Lines Retirement Savings Plan:
INDEPENDENT AUDITORS' REPORT............................... 3
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2002 AND 2001:
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, 2002
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
-------
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
-----------------------------
(Name of Plan)
Date June 26, 2003 By
----------------
/s/Bernard Buselmeier
-----------------------------
(Bernard Buselmeier
Chief Financial Officer
GMAC Insurance Personal Lines
- 2 -
INDEPENDENT AUDITORS' REPORT
----------------------------
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 Retirements Savings Plan (the "Plan") as of
December 31, 2002 and 2001, 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 auditing standards generally accepted
in the United States of America. 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 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 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,
2002 and 2001, 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
for investment as of December 31, 2002 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 schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audits of the basic 2002 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
DELOITTE & TOUCHE LLP
Raleigh, NC
April 11, 2003
- 3 -
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 and 2001
-----------------------------------------------------------------------------
2002 2001
----------- -----------
Assets - Investments $80,798,215 $86,180,073
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $80,798,215 $86,180,073
========== ==========
See notes to financial statements.
-4-
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2002 and 2001
-----------------------------------------------------------------------------
2002 2001
----------- -----------
ADDITIONS:
----------
Interest and dividends 1,840,764 2,296,589
Loan interest 306,026 323,544
--------- ---------
Total interest and dividends 2,146,790 2,620,133
--------- ---------
Contributions:
Employer's 3,372,896 5,092,960
Participants' 6,259,646 6,638,278
Participant's rollovers 215,068 727,592
---------- ----------
Total contributions 9,847,610 12,458,830
---------- ----------
Total additions, net 11,994,400 15,078,963
---------- ----------
DEDUCTIONS:
----------
Net depreciation in fair
value of investments 11,922,975 8,179,521
Benefits paid to participants 7,131,914 7,881,040
Administrative expenses 83,242 64,909
--------- ----------
Total deductions 19,138,131 16,125,470
--------- ----------
NET DECREASE BEFORE TRANSFER
FROM OTHER PLAN (7,143,731) (1,046,507)
TRANSFER FROM NAIC EMPLOYEES'
SAVINGS PLAN 1,761,873 -
--------- ----------
NET DECREASE (5,381,858) (1,046,507)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 86,180,073 87,226,580
---------- ----------
End of year $80,798,215 $86,180,073
========== ==========
See notes to financial statements.
- 5 -
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
-----------------------------------------------------------------------------
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 more complete
information.
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 Integon
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 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 ended December 31, 2002 and 2001, the Sponsor's funding consisted of
a matching contribution of 100% of the first 4% and 6%, respectively, of a
participant's compensation that had been deferred into the Plan.
- 6 -
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
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 on participant compensation, as defined. Allocation of plan
earnings is based on 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.
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 fund, 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 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 anytime, 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 in accordance
with accounting principles generally accepted in the United States of
America ("generally accepted accounting principles").
- 7 -
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
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 fund's 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 participant's 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.
Payment of Benefits - Benefit payments to participants are recorded upon
distribution.
Expenses - Administrative expenses of the Plan are paid by either the Plan
or Sponsor, as provided in the plan document.
Reclassification - Certain 2001 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, 2002 and 2001 are as follows:
Shares Amounts
------------------- -----------------------
Description of
Investment 2002 2001 2002 2001
---- ---- ---- ----
Fidelity Puritan
Fund 269,963 248,816 $4,262,721 $4,396,572
Fidelity Magellan
Fund 96,521 93,178 7,621,329 9,711,004
Fidelity Contrafund 110,295 111,366 4,257,387 4,763,123
Fidelity Growth and
Income Fund 147,994 149,114 4,485,687 5,573,876
Fidelity Low-Priced
Stock Fund 271,059 243,014 6,822,548 6,663,442
Fidelity Managed
Income
Portfolio 20,836,934 17,978,918 20,836,934 17,978,918
Spartan U.S.
Equity Index 435,011 442,291 13,550,603 17,974,708
Janus Worldwide 105,960 104,418 3,404,494 4,577,703
- 8 -
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
During 2002 and 2001, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
depreciated in value by $(11,922,975) and $(8,179,521), respectively, as
follows:
Description of
Investment 2002 2001
---- ----
Mutual funds $(11,853,174) $(8,152,077)
Common stock fund (69,801) (27,444)
---------- ---------
$(11,922,975) $(8,179,521)
========== =========
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 $44,574 and $45,469 for
the years ended December 31, 2002 and 2001, respectively.
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 Company by a
letter dated April 16, 1998, that the Plan and related trust were designed
in accordance with the applicable regulations of Internal Revenue Code
("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 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 January 1, 2003, eligible participants may voluntarily defer 20%
of their basic compensation, as defined by the Plan. The Sponsor's funding
will consist of a matching contribution of 100% of the first 6% of a
participant's compensation that will be deferred into the Plan.
* * * * * *
- 9 -
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, 2002
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
------------------------------------ ----------------------------- ---- ----------
Fidelity Institutional
Retirement Services Company:
* Fidelity Investments Puritan Fund ** $ 4,262,721
* Fidelity Investments Magellan Fund ** 7,621,329
* Fidelity Investments Contrafund ** 4,257,387
* Fidelity Investments Investment Grade Bond Fund ** 3,249,176
* Fidelity Investments Growth and Income Fund ** 4,485,687
* Fidelity Investments Low-Priced Stock Fund ** 6,822,548
* Fidelity Investments Diversified International Fund ** 2,190,986
* Fidelity Investments Freedom Income Fund ** 156,980
* Fidelity Investments Freedom 2000 Fund ** 377,524
* Fidelity Investments Freedom 2010 Fund ** 545,010
* Fidelity Investments Freedom 2020 Fund ** 1,082,087
* Fidelity Investments Freedom 2030 Fund ** 1,364,057
* Fidelity Investments Fidelity Mid-Cap Stock ** 206,791
* Fidelity Investments Managed Income Portfolio ** 20,836,934
PBHG Growth Fund ** 1,361,875
MSIFT Value Advisor ** 848,312
Janus Worldwide ** 3,404,494
Spartan U.S. Equity Index ** 13,550,603
General Motors Common Stock Fund ** 289,463
* Participants Participant loans (maturing through 2005
at interest rates of 5.75% to 10.5%) ** 3,884,251
----------
Total investments $80,798,215
==========
* 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.
- 10 -