-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LwSIEsxEaR/Tq4KQkWKeSsnkllr1vRk3G4Qu1LPwufNhSVdXEr41NXM2Fd+pgBBv gp9MWo+hzhm8r5wkAzT/Yw== 0001193125-03-014221.txt : 20030627 0001193125-03-014221.hdr.sgml : 20030627 20030627163652 ACCESSION NUMBER: 0001193125-03-014221 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMI GROUP INC CENTRAL INDEX KEY: 0000935724 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 943199675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13664 FILM NUMBER: 03761700 BUSINESS ADDRESS: STREET 1: 3003 OAK ROAD CITY: WALNUT CREEK STATE: CA ZIP: 94597-2098 BUSINESS PHONE: 925-658-7878 MAIL ADDRESS: STREET 1: 3003 OAK ROAD CITY: WALNUT CREEK STATE: CA ZIP: 94597-2098 11-K 1 d11k.htm FORM 11-K Form 11-K
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

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

 

Commission file number 1-13664

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

The PMI Group, Inc.

Savings and Profit-Sharing Plan

 

B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:

 

The PMI Group, Inc.

3003 Oak Road

Walnut Creek, California 94597

 



Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Financial Statements

and Supplemental Schedule (Modified Cash Basis)

With Report of Independent Auditors

 

As of December 31, 2002 and 2001 and for the year ended December 31, 2002

 

Contents

 

Report of Independent Auditors

   1

Audited Financial Statements

    

Statements of Net Assets Available for Benefits (Modified Cash Basis)

   2

Statement of Changes in Net Assets Available for Benefits (Modified Cash Basis)

   3

Notes to Financial Statements (Modified Cash Basis)

   4

Supplemental Schedule

    

Schedule H, Line 4i – Schedule of Assets (Held At End of Year) (Modified Cash Basis)

   10


Table of Contents

Report of Independent Auditors

 

The Participants of The PMI Group, Inc. Savings and Profit-Sharing Plan

and Board of Directors of The PMI Group, Inc.

 

We have audited the accompanying statements of net assets available for benefits (modified cash basis) of The PMI Group, Inc. Savings and Profit-Sharing Plan as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits (modified cash basis) for the year ended December 31, 2002. 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. 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.

 

As described in Note 2, the financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, information regarding the Plan’s net assets available for benefits (modified cash basis) as of December 31, 2002 and 2001, and changes therein (modified cash basis) for the year ended December 31, 2002, on the basis of accounting described in Note 2.

 

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule (modified cash basis) of assets (held at end of year) as of December 31, 2002, is presented for purposes of additional analysis and is not a required part of the 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 supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule (modified cash basis) has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/ Ernst & Young LLP

 

June 20, 2003

Los Angeles, California


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Statements of Net Assets Available for Benefits

(Modified Cash Basis)

 

     December 31
     2002

   2001

Assets

             

Cash

   $ 29,304    $ 13,922

Investments, at fair value

     51,318,747      53,565,732
    

  

Net assets available for benefits

   $ 51,348,051    $ 53,579,654
    

  

 

See accompanying notes.

 

2


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Statement of Changes in Net Assets Available for

Benefits (Modified Cash Basis)

 

Year ended December 31, 2002

 

Additions

        

Investment income (loss):

        

Net depreciation in fair value of investments

   $ (7,921,565 )

Interest and dividends

     422,447  
    


Total investment loss

     (7,499,118 )

Contributions:

        

Participants

     5,224,923  

Employer

     3,278,742  

Rollovers

     176,999  
    


Total contributions

     8,680,664  

Transfer from PMI Alternate 401(k) Plan

     4,031  
    


Total additions

     1,185,577  

Deductions

        

Benefits paid directly to participants

     3,412,922  

Administrative expenses

     4,258  
    


Total deductions

     3,417,180  
    


Net decrease

     (2,231,603 )

Net assets available for benefits:

        

Beginning of year

     53,579,654  
    


End of year

   $ 51,348,051  
    


 

See accompanying notes.

 

3


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Notes to Financial Statements (Modified Cash Basis)

 

December 31, 2002

 

1. Description of the Plan

 

The following description of The PMI Group, Inc. Savings and Profit-Sharing Plan (the Plan) is provided for general information 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 covering all full-time and regular part-time employees of The PMI Group, Inc. (the Company) other than those classes of employees specifically excluded by the plan document. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

 

Contributions

 

Each year, participants may contribute up to 17% of their pretax annual compensation, as defined by the Plan, subject to annual limitations defined by the Internal Revenue Code (the “Code”). In addition, nonhighly compensated participants may elect to contribute to the Plan on an after-tax basis, provided the total contribution on a pretax and after-tax basis does not exceed 25% of compensation. Highly compensated participants are limited to a total of pretax and after-tax contribution equal to 17% of compensation. Participants may also contribute amounts representing distributions from other qualified defined benefit on defined contribution plans.

 

The Company makes basic matching contributions equal to 25% of the first 6% of each participant’s pretax compensation contributed to the Plan. An additional supplemental matching contribution may be made annually as determined by the Company in an amount up to 75% of the first 6% of each participant’s pretax compensation contributed to the Plan. Total matching contributions cannot exceed 6% of a participant’s compensation as defined by the Plan. Participants direct the investment of their contributions and the Company’s basic matching contributions. The Company’s supplemental matching contributions are invested in the Company’s common stock but may be transferred to other investment options as directed by the participant after being held in the Company’s common stock for a period of two years.

 

4


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Notes to Financial Statements (Modified Cash Basis) (continued)

 

1. Description of the Plan (continued)

 

Participant Accounts

 

Each participant’s account is credited with the participant’s and Company’s contributions and an allocation of Plan earnings. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

 

Vesting

 

Participants are immediately fully vested in all contributions to their account and earnings thereon.

 

Participant Withdrawals

 

Withdrawals from the Plan are available upon hardship in accordance with Plan provisions. Upon termination of employment, a participant may elect to receive a lump-sum benefit. Upon attaining age 59½, participants may elect to receive either a lump-sum amount equal to their vested account balance or a portion paid in a lump sum with the remainder paid at a later date. At age 70½, if no amount has been previously paid out, a participant may be required to take a partial withdrawal in accordance with Plan provisions.

 

5


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Notes to Financial Statements (Modified Cash Basis) (continued)

 

1. Description of the Plan (continued)

 

Participant Loans

 

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms shall not exceed five years. The loans are secured by the balance in the participants’ account balance and bear an interest rate equal to the prime rate published in the Wall Street Journal plus 1%. Principal and interest are paid ratably through payroll deductions.

 

Administrative Expenses

 

The Company pays substantially all administrative expenses of the Plan.

 

Plan Termination

 

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contribution at any time and to terminate the Plan subject to the provisions of ERISA. In event of the Plan’s termination, participants will remain fully vested in their accounts.

 

2. Summary of Accounting Policies

 

Basis of Accounting

 

The financial statements and supplemental schedule of the Plan are prepared on the modified cash basis, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States. Under this basis, investment assets are reported at fair value, net realized and unrealized appreciation (depreciation) in fair value of investments is recognized, contributions are recognized when received rather than as earned, and benefits and expenses are recognized when paid rather than as incurred.

 

6


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Notes to Financial Statements (Modified Cash Basis) (continued)

 

2. Summary of Accounting Policies (continued)

 

Investments Valuation and Income Recognition

 

The Plan’s investments are stated at fair value which equals the quoted market price on the last day of the plan year. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. Common collective trust funds are valued based on quoted redemption values on the last business day of the plan year. Money market funds are valued at historical cost plus accrued interest, which approximates fair value. Participant loans are valued at their outstanding balances, which approximate fair value.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest and dividends are recorded when received in accordance with the modified cash basis of accounting.

 

Use of Estimates

 

The preparation of financial statements in conformity with the modified cash basis of accounting requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Reclassification

 

Certain amounts in the 2001 financial statements have been conformed to the 2002 presentation.

 

3. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated September 18, 2002, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

 

7


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Notes to Financial Statements (Modified Cash Basis) (continued)

 

4. Investments

 

During 2002, the Plan’s investments (including investments purchased, sold as well as held during the year) depreciated in fair value as determined by quoted market prices as follows:

 

    

Net Realized and
Unrealized 

Depreciation

in Fair Value of
Investments


 

Registered investment companies

   $ (1,460,244 )

Common collective trust funds

     (4,916,792 )

Common stock

     (1,544,529 )
    


Total

   $ (7,921,565 )
    


 

Investments that represent 5% or more of fair value of Plan’s net assets as follows:

 

     December 31
     2002

   2001

Merrill Lynch Retirement Reserves Fund

   $ 3,537,664    $ 2,928,211

BGI Lifepath 2010 Fund

     2,899,961      3,453,674

PIMCO Total Return Fund

     3,545,733      *
Merrill Lynch Equity Index Trust      9,118,439      *

Merrill Lynch Mid Cap Index Trust Fund

     6,137,112      *

BGI S&P 500 Stock Fund

     *      11,678,669

BGI S&P Mid Cap Stock Fund

     *      7,052,748

PMI Group, Inc. common stock

     12,945,248      13,012,916

 

  *   Fair value of these investments does not exceed 5% of the Plan’s net assets for year indicated.

 

8


Table of Contents

The PMI Group, Inc. Savings and Profit-Sharing Plan

 

Notes to Financial Statements (Modified Cash Basis) (continued)

 

5. Nonparticipant-Directed Investments

 

Information about the net assets and the significant components of the changes in net assets related to the nonparticipant-directed investments are as follows:

 

     December 31
     2002

   2001

Net assets:

             

Cash

   $ 29,304    $ 13,922

Money market fund

     111,890      125,713

Common stock

     12,945,248      13,012,916
    

  

Total

   $ 13,086,442    $ 13,152,551
    

  

 

     Year ended
December 31,
2002


 

Changes in net assets:

        

Net realized and unrealized depreciation in fair value

   $ (1,544,529 )

Interest and dividends

     49,510  

Contributions

     2,817,699  

Benefits paid directly to participants

     (820,610 )

Administrative expenses

     (667 )

Net transfer to participant directed accounts

     (568,921 )

Transfer from the PMI Alternate 401(k) Plan

     1,409  
    


     $ (66,109 )
    


 

6. Transactions with Parties-in-Interest

 

Transactions in shares of Company’s common stock qualify as party-in-interest transactions under the provisions of ERISA. During 2002, the Plan made purchases of $3,805,363 and sales of $1,593,958 of the Company’s common stock.

 

9


Table of Contents

Supplemental Schedule

 

The PMI Group, Inc. Savings and Profit-Sharing Plan

EIN: 94-3199675; Plan Number: 001

 

Schedule H, Line 4i – Schedule of Assets (Held At End of Year)

 

December 31, 2002

 

(a)   

(b) Identity of Issue, Borrower,

Lessor, or Similar Party

  

(c) Description of

Investment Including

Maturity Date, Rate of

Interest, Collateral, Par or
Maturity Value

   (d) Cost   

(e) Current

Value


     Registered investment companies:                   
    

Templeton Foreign Fund

   97,304.3292 shares      **    $ 808,599
    

PIMCO Total Return Fund

   332,308.6437 shares      **      3,545,733
    

Van Kampen American Value Fund

   26,555.2055 shares      **      401,249
    

Van Kampen Aggressive Growth Fund

   78,487.5016 shares      **      695,399
    

Davis New York Venture Fund

   40,879.8731 shares      **      856,025

*

  

Merrill Lynch Mid Cap Index Trust Fund

   716,115.7501 shares      **      6,137,112

*

  

Merrill Lynch Fundamental Growth Fund

   121,244.3344 shares      **      1,565,264
    

ING Emerging Countries Fund

   17,140.0556 shares      **      215,451

*

  

Merrill Lynch Small Cap Index Fund

   684.8472 shares      **      5,671
     Common collective trust funds:                   
    

BGI International Equity Fund

   70,504.8675 units      **      807,281
    

BGI Lifepath Income Fund

   104,341.3341 units      **      1,669,461
    

BGI Lifepath 2010 Fund

   167,337.6131 units      **      2,899,961
    

BGI Lifepath 2020 Fund

   98,039.2055 units      **      1,717,647
    

BGI Lifepath 2030 Fund

   81,722.1357 units      **      1,444,847
    

BGI Lifepath 2040 Fund

   51,560.4904 units      **      930,667

*

  

Merrill Lynch Equity Index Trust Fund

   145,545.7164 units      **      9,118,439

*

  

Merrill Lynch Retirement Preservation Trust Fund

   665,019.2200 units      **      665,019
     Money market funds:                   

*

  

Merrill Lynch Retirement Reserves

   3,537,664.2380 shares    $ 3,537,664      3,537,664
    

CMA Money Fund

   122,651.0000 shares      **      122,651
     Common stock:                   

*

  

The PMI Group, Inc.

   430,922.0000 shares      10,621,828      12,945,248

*

   Participant loans    Interest rates ranging from 5.75% to 10.50%, maturing through 2007      **      1,229,359
                     

     Total investments                $ 51,318,747
                     

 

* Indicates parties-in-interest to the Plan.

**Cost information has been omitted as these investments are entirely participant-directed.

 

10


Table of Contents

SIGNATURE

 

The Plan.    Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
    /s/    Charles F. Broom        
 
   

Charles F. Broom

Plan Administrator

 

Date:   June 27, 2003

 

11


Table of Contents

THE PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN

 

EXHIBIT INDEX

 

Exhibit Number:

  

Description:


23   

Consent of Ernst & Young LLP, independent auditors

99   

Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

EX-23 3 dex23.htm CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors

Exhibit 23

 

CONSENT OF INDEPENDENT AUDITORS

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-76742) pertaining to The PMI Group, Inc. Savings and Profit-Sharing Plan and The PMI Group, Inc. Alternate 401(k) Plan of PMI Group, Inc. of our report dated June 20, 2003, with respect to the financial statements and schedules of The PMI Group, Inc. Savings and Profit-Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002.

 

/s/   Ernst & Young LLP

 

June   24, 2003

Los Angeles, California

EX-99 4 dex99.htm CERTIFICATION Certification

Exhibit 99

 

CERTIFICATION

 

Pursuant to 18 U.S.C. Section 1350, I, Charles F. Broom, Plan Administrator of The PMI Group, Inc. Savings and Profit-Sharing Plan (the “Plan”), hereby certify, to my knowledge, that the Annual Report on Form 11-K of the Plan for the year ended December 31, 2002 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that information contained in the Report fairly presents, in all material respects the net assets available for benefits and changes in net assets available for benefits of the Plan.

 

Dated: June 27, 2003

 

/s/ Charles F. Broom                        

Charles F. Broom

Plan Administrator

 

The foregoing Certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Plan and will be retained by the Plan and furnished to the Securities and Exchange Commission or its staff upon request.

-----END PRIVACY-ENHANCED MESSAGE-----