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
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ACT OF 1934
For the fiscal year ended December 31, 2004
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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ACT OF 1934
For the transition period from to
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Commission file number 333-120617
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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
1
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, 2004:
Schedule H, Part IV, Line 4i - Schedule of Assets Held at
End of Year 12
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 Public
Accounting Firm 14
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 29, 2005 By
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/s/David C. Walker
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(David C. Walker,
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, 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 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 audits 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 Plan's 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. 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,
2004 and 2003, and the changes in net assets available for benefits for the year
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 purposes as of December 31, 2004, 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 schedules has been subjected to the auditing
procedures applied in our audit of the basic 2004 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
June 15, 2005
3
THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003
2004 2003
ASSETS
Participant-directed investments $407,331,622 $318,941,360
Non participant-directed investments 78,940,221 90,703,436
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Total investments 486,271,843 409,644,796
Receivables:
Employee contributions 31,507 -
Employer contributions 371,970
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-
Total receivables 403,477 -
NET ASSETS AVAILABLE FOR BENEFITS $486,675,320 $409,644,796
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See notes to financial statements
4
THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2004
ADDITIONS:
Contributions:
Employee $71,548,023
Employer 22,490,207
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Total contributions 94,038,230
Investment income:
Net appreciation in fair value of investments 4,280,484
(Note 4)
Interest and dividends 9,593,672
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Net investment income 13,874,156
DEDUCTIONS:
Benefits paid to participants 30,881,862
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INCREASE IN NET ASSETS 77,030,523
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 409,644,796
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End of year $486,675,320
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See notes to financial statements
5
THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003
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1. DESCRIPTION OF THE PLAN
The following description of the GMAC Mortgage Group Inc. Savings Incentive
plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more complete
information.
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's most recent amendment was
effective January 1, 2001. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
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, 2004
and 2003, all assets were held in trust at Fidelity Management Trust Company
("Fidelity").
On August 2, 2004, GMAC Commercial Mortgage acquired Continental Securities
LLC ("Continental"). On September 1, 2004, GMAC Residential acquired Pacific
Republic Mortgage Corporation ("PRMC"). While no participant account
balances were automatically transferred to the plan as a result of the
Continental and PRMC acquisitions, certain employees of PRMC elected to
transfer their account balance in order to maintain their outstanding loan
balance. As a result, $501,808 in account balances was transferred during
the year end December 31, 2004. Acquired employees of Continental and PRMC
were granted credit for years of service with Continental and PRMC toward
vesting in the Plan.
Contributions--Annual additions to a participant's account are subject to
certain limitations imposed by the plan, and the Internal Revenue Code
("IRC") limitations. Employees may elect to contribute to the plan on a
pre-tax basis, in even multiples of 1% of base compensation up to 99% of
compensation. Contributions are subject to a limit of $13,000 and $12,000,
plus, as applicable, the limit for age 50 or older catch-up contributions of
$3,000 and $2,000 for the years ended December 31, 2004 and 2003,
respectively. After one year of service, the Group will match 100% of a
participant's contribution, up to 6% of compensation on a per payroll period
basis, to an annual matching limit of $3,000. Additional amounts may be
contributed at the discretion of RFC to certain employees. No such amounts
were made for the year ended December 31, 2004. Participants may also
contribute amounts representing distributions from other qualified benefit
or defined contribution plans.
Investments-- Employer contributions are made to the General Motors Unitized
Stock fund ("GMUS") with participants having ability to transfer funds
immediately. 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.
6
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 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, 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.
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.
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
Group 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 and may be subject to a tax
penalty if withdrawn prior to age 59 1/2. A participant's vested accrued
benefit may be withdrawn prior to termination 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-- At December 31, 2004 and 2003, forfeited nonvested accounts
totaled $1,242,042 and $720,553 respectively. These accounts will be used to
reduce subsequent group contributions. During the year ended December 31,
2004, group contributions were reduced by $987,812 from forfeited nonvested
accounts.
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 additions and
deductions during the reporting period. Actual results may differ from those
estimates.
7
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 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 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. Participant loans are valued at cost, which approximates fair
value. Balances in the loan fund are carried at outstanding loan balance.
Distributions--Distributions to participants are recorded when paid.
Expenses--Administrative expenses of the Plan are paid by the Group, as
defined in the Plan document.
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.
4. INVESTMENTS AND INVESTMENT OPTIONS
The following investments represent 5 percent or more of the Plan's net
assets:
December 31,
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Investment Description and Number of 2004 2003
Shares
Fidelity Management Trust Company
Growth & Income Fund (1,348,566 and
1,229,578 shares, respectively $51,528,716 $46,303,956
Magellan Fund (403,725 and 393,515
shares, respectively 41,902,628 38,462,209
Contrafund (694,625 and 600,206 shares,
respectively 39,413,039 29,620,200
Managed Income Fund (28,482,400 and
26,817,988 shares, respectively 28,482,400 26,817,988
Retirement Government Money Market
(27,882,466 and 24,879,230 shares,
respectively 27,882,466 24,879,230
General Motors Unitized Common Stock
Fund (7,002,671 and 6,333,018
shares, respectively)* 76,399,136 87,775,626
* Nonparticipant-directed
During the year ended December 31, 2004, 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 (depreciated) in value as follows:
8
Asset Allocation Fund $1,859,106
Balance Fund 235,656
Bond Fund (48,898)
Common Stock Fund (19,865,334)
Growth & Income Fund 4,204,405
Growth Fund 15,356,706
Income Fund 462
International Growth Fund 2,538,380
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Net Appreciation in fair value of investments $4,280,484
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As of December 31, 2004, the Plan currently offers 31 mutual funds and one
GM Unitized Stock Fund ("GMUS") as investment options for participants.
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 mutual fund. This fund is primarily comprised of General
Motors ("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 GMUS. See Note 7 for more detailed financial information regarding
the activity of nonparticipant-directed investments.
5. FEDERAL INCOME 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 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. EXEMPT PARTY-IN-INTEREST-TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Fidelity.
Fidelity is the trustee as defined by the Plan and, therefore, these
transactions qualify as exempt party-in-interest transactions. Fees paid by
the Plan for investments management services were included as a reduction of
the return earned on a fund. The total balance for these funds was
$365,958,013 and $ 296,338,316 at December 31, 2004 and 2003 respectively.
These investments earned income of $30,159,653 during the year ended
December 31, 2004.
Advisory, auditing and accounting services are paid for by the Group on
behalf of the Plan. Costs for such outside services amounted to
approximately $132,197 during the year ended December 31, 2004.
Through its GMUS investment option, the Plan has invested in the indirect
parent of the Group. The plan has appropriately classified these investments
as nonparticipant-directed. See Note 7 for more detailed financial
information regarding the activity of nonparticipant-directed investments.
During the year ended December 31, 2004, the Plan had the following
transactions as a result of the GMUS investment option:
Total dollar amount of purchases $26,908,855
Total dollar amount of sales 18,382,009
9
7. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net asset and the changes in net asset relating to the
nonparticipant- directed investments as of December 31, 2004 and 2003 and
for the year ended December 31, 2004 is as follows:
At December 31,
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2004 2003
Non participant-directed investments $78,940,221 $90,703,436
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ADDITIONS:
Contributions:
Employee 2,540,174
Employer 21,334,432
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Total contributions 23,874,606
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments (19,991,732)
Interest and dividends 41,020
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Net investment income (loss) (19,950,712)
DEDUCTIONS:
Benefits paid to participants 5,200,289
Transfers to participants-direct
investments 10,486,820
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Total deductions 15,687,109
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Decrease in net assets available for
benefits during the year 11,763,215
NET ASSEST AVAILABLE FOR BENEFITS
Beginning of year 90,703,436
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End of year $78,940,221
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10
8. SUBSEQUENT EVENTS
On March 23, 2005, GMAC Commercial Mortgage acquired Highland Mortgage
Company ("HMC"). No participant account balances were automatically
transferred to the plan as a result of the HMC acquisition. Acquired
employees of HMC were granted credit for years of service with HMC toward
vesting in the Plan.
On June 1, 2005, the Group elected to change the mutual funds offered.
Effective August 1, 2005, the plan will offer the following 2 additional
mutual funds: Harris Insight Small Cap Value I Fund and Third Avenue Real
Estate Value Fund. In addition, during the year ended December 31, 2005,
the Plan will eliminate the following 13 mutual funds: Fidelity Retired
Government Money Market Fund, Fidelity Ginnie Mae Fund, Fidelity US Bond
Index, Fidelity Freedom 2000 Fund, Fidelity Freedom Income Fund, Fidelity
Asset Manager Fund, Fidelity Growth & Income Fund, Fidelity Magellean Fund,
AIM Growth Series Basic Value Fund, Fidelity OTC Portfolio Fund, Janus Mid
Cap Value Fund, Fidelity Aggressive Growth Fund and Fidelity Overseas Fund.
At the time of elimination, account balances and contribution will be
transferred to the remaining mutual funds, as defined by the Group or based
on new participant election.
On June 1, 2005, the Group elected to implement automatic enrollment for
GMAC Commercial Mortgage. Effective September 1, 2005, the Plan will
automatically enroll all eligible employees into the Plan. Until the
participant elects differently, automatically enrolled participants will
contribute 2% of compensation on a pre-tax basis into the Fidelity Puritan
Fund for new participants or the most recent investment election for
participants previously participating in the Plan.
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11
THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2004
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(a)(b) Identity of Issue, Borrower, (c) Description of (d) Cost (e) Current Value
Lessor or Similar Party Investment,
Including Maturity
Date, Rate
of Interest,
Collateral, par or
Maturity Value
Various Participants Participant Loans
(maturing 2004 to 2014
at interest rates of 5%
to 10.5%) $10,306,362
* Fidelity Company Growth & Income
Fund Growth & Income Fund ** 51,528,716
* Fidelity Magellan Fund Growth Fund ** 41,902,628
* Fidelity Contrafund Growth Fund ** 39,413,039
* Fidelity Managed Income Fund Stable Value Fund ** 28,482,400
* Fidelity Asset Manager Fund Asset Allocation Fund ** 15,609,390
* Fidelity Retirement Government
Money Market Fund Money Market Fund ** 27,882,466
* Fidelity OTC Portfolio Fund Growth Fund ** 14,687,485
* Fidelity Overseas Fund International Growth Fund ** 13,653,339
* Fidelity Blue Chip Growth Fund Growth & Income Fund ** 15,989,477
* Fidelity Small Cap Stock Fund Growth Fund ** 10,245,672
* Fidelity Aggressive Growth Fund Growth Fund ** 3,831,804
* Fidelity Spartan U.S. Equity Index
Fund Growth Fund ** 12,972,283
* Fidelity Puritan Fund Balanced Fund ** 9,848,059
* Fidelity Ginnie Mae Fund International Growth Fund ** 7,728,516
* Fidelity U.S. Bond Index Bond Fund ** 9,567,101
* Fidelity Low-Price Stick Fund Growth Fund ** 22,238,949
* Fidelity Equity Income Fund Growth Fund ** 5,941,326
* Fidelity Freedom Income Fund Asset Allocation Fund ** 1,000,736
* Fidelity Freedom 2000 Fund Asset Allocation Fund ** 884,150
* Fidelity Freedom 2010 Fund Asset Allocation Fund ** 5,660,882
* Fidelity Freedom 2020 Fund Asset Allocation Fund ** 7,903,455
* Fidelity Freedom 2030 Fund Asset Allocation Fund ** 7,717,146
* Fidelity Freedom 2040 Fund International Growth Fund ** 1,344,408
12
THE GMAC MORTGAGE GROUP, INC. SAVINGS INCENTIVE PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR (concluded)
DECEMBER 31, 2004
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(a)(b) Identity of Issue, Borrower, (c) Description of (d) Cost (e) Current Value
Lessor or Similar Party Investment,
Including Maturity
Date, Rate
of Interest,
Collateral, par or
Maturity Value
* Fidelity Value Fund Growth Fund ** 12,430,998
* Diversified International Fund International Growth Fund ** 8,910,304
* Fidelity Fixed Income Trust
Inflation Protected Bond Fund Bond Fund ** 1,555,567
* Janus Advisor Series Mid Cap Value Growth Fund ** 1,207,865
* ING Partners Inc. PIMCO Total
Return Portfolio Bond Fund ** 2,402,458
* Alger Fund Mid Cap Growth Portfolio Growth Fund ** 4,358,794
* AIM Growth Series Basic Value Fund Growth Fund ** 1,722,217
* Janus Mid Cap Value Fund Growth Fund ** 7,294,865
* General Motors Unitized CS Fund Common Stock Fund $79,520,843 76,399,136
* Delphi Automotive Unitized CS Fund Common Stock Fund 2,213,262 1,613,564
* DirecTV Common Stock Common Stock Fund 433,974 391,948
* Newscorp Class A Common Stock Fund 84,324 96,203
* Raytheon Common Stock Common Stock Fund 490,365 439,369
* Wachovia Corporation Stock Fund Common Stock Fund ** 1,108,768
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** $486,271,845
* Party-in-interest
** Cost information is not required for participant-directed investments and,
therefore, is not included.
13