-----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, Oxxvfa+R8qYaIXa+VXoy3+b/Y41yWtHm2XAUUEhuN+1qHWLS3Os3UuFAm/zwMyIM 421G4tKABlC3CPfPCsJffw== 0001193125-05-133484.txt : 20050628 0001193125-05-133484.hdr.sgml : 20050628 20050628171243 ACCESSION NUMBER: 0001193125-05-133484 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 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: 05921665 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, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

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

Financial Statements

and Supplemental Schedule

(Modified Cash Basis)

 

As of December 31, 2004 and 2003 and for the year ended December 31, 2004

 

Contents

 

Report of Independent Registered Public Accounting Firm

   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

Schedule H, Line 4j – Schedule of Reportable Transaction (Modified Cash Basis)

   11

 


Table of Contents

Report of Independent Registered Public Accounting Firm

 

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 (the Plan) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits (modified cash basis) for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s 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, assessing the accounting principles used and significant estimates made by management, and 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 schedules were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than U.S. generally accepted accounting principles.

 

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, 2004 and 2003, and the changes therein (modified cash basis) for the year ended December 31, 2004, on the basis of accounting as 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 schedules (modified cash basis) of assets (held at end of year) as of December 31, 2004, and reportable transaction for the year then ended, are presented for the purpose of additional analysis and are not a required part of the financial statements, but are 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/ Ernst & Young LLP

Los Angeles, California

June 8, 2005

 

1


Table of Contents

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

 

Statements of Net Assets Available for Benefits

(Modified Cash Basis)

 

     As of December 31,

     2004

   2003

Assets

             

Cash

   $ 18,713    $ 16,885

Investments, at fair value

     70,099,510      69,834,046
    

  

Net assets available for benefits

   $ 70,118,223    $ 69,850,931
    

  

 

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, 2004

 

Additions

      

Appreciation and investment income:

      

Net appreciation in fair value of investments

   $ 6,847,839

Interest and dividends

     730,978
    

Total appreciation and investment income

     7,578,817
    

Contributions:

      

Participants

     5,349,723

Employer

     2,786,745

Rollovers

     293,773
    

Total contributions

     8,430,241

Transfer from PMI Alternate 401(k) Plan

     14,636
    

Total additions

     16,023,694
    

Deductions

      

Benefits paid directly to participants

     7,805,764

Asset transfer related to sale of subsidiary (Note 7)

     7,947,633

Administrative expenses

     3,005
    

Total deductions

     15,756,402
    

Net increase

     267,292

Net assets available for benefits:

      

Beginning of year

     69,850,931
    

End of year

   $ 70,118,223
    

 

See accompanying notes.

 

3


Table of Contents

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

 

Notes to Financial Statements

(Modified Cash Basis)

 

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 regular full-time and 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). The Plan trustee is Merrill Lynch Trust Company.

 

Employees are eligible on the first day of the next payroll period after their date of employment and must be at least 18 years of age to participate in the Plan.

 

Contributions

 

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

 

The Company makes basic matching contributions equal to 25% of the first 6% of each participant’s pre-tax 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 pre-tax 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.

 

In February 2005, the Company funded 2004 employer matched contributions to the trust in the amount of $3,174,917.

 

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 appreciation and investment income (“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, death, disability or retirement, participants or their beneficiaries may elect to receive a lump-sum benefit equal to their account balance. 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.

 

In 2004, participant withdrawals were $7,805,764 compared to $3,858,707 in 2003. This increase was primarily due to an increase in lump-sum distributions related to terminations resulting from field office restructuring and, to a lesser extent, higher value lump-sum distributions paid to participants terminated from the Plan.

 

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 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.

 

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)

 

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 Significant Accounting Policies

 

Basis of Accounting

 

The financial statements and supplemental schedules of the Plan are prepared on the modified cash basis, which is a comprehensive basis of accounting other than U.S. generally accepted accounting principles. Under this basis, investment assets are reported at fair value, net realized and unrealized appreciation (depreciation) in fair value of investments is recognized in the period incurred on the Statement of Changes in Net Assets Available for Benefits (Modified Cash Basis), contributions are recognized when received rather than as earned, and benefits and expenses are recognized when paid rather than as incurred.

 

Investments Valuation and Income Recognition

 

The Plan’s investments are stated at fair value. 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 settlement-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.

 

6


Table of Contents

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

 

Notes to Financial Statements

(Modified Cash Basis) (continued)

 

3. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated March 22, 2004, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. The Plan was amended subsequent to receiving the determination letter. 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.

 

4. Investments

 

At December 31, 2004, there were 20 investment fund options available in the Plan, including The PMI Group, Inc. common stock. During 2004 and 2003, the Plan’s investments (including investments purchased, sold as well as held during the year) appreciated in fair value as determined by quoted market prices as follows:

 

     2004

   2003

Registered investment companies

   $ 2,998,083    $ 4,104,535

Common collective trust funds

     1,744,115      4,761,809

Common stock

     2,105,641      3,710,478
    

  

Total

   $ 6,847,839    $ 12,576,822
    

  

 

7


Table of Contents

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

 

Notes to Financial Statements

(Modified Cash Basis) (continued)

 

4. Investments (continued)

 

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

 

     As of December 31,

     2004

    2003

PIMCO Total Return Fund

       *   $ 4,021,790

Merrill Lynch Equity Index Trust Fund

   $ 13,037,479     $ 12,878,604

Merrill Lynch Mid Cap Index Trust Fund

   $ 8,590,385     $ 8,727,293

The PMI Group, Inc. Stock Fund

   $ 15,731,066     $ 16,490,949

 

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

 

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:

 

     As of December 31,

     2004

   2003

Net assets:

             

Cash

   $ 18,713    $ 16,885

Money market fund

     156,733      165,216

Common stock

     15,731,066      16,490,949
    

  

Total

   $ 15,906,512    $ 16,673,050
    

  

 

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 (continued)

 

     Years ended December 31,

 
     2004

    2003

 

Changes in net assets:

                

Net appreciation in fair value of investments

   $ 2,105,641     $ 3,710,478  

Interest and dividends

     77,717       69,344  

Contributions

     2,273,093       3,163,421  

Transfer from PMI Alternate 401(k) Plan

     553       —    

Benefits paid directly to participants

     (1,825,621 )     (832,464 )

Asset transfer related to sale of subsidiary

     (1,907,327 )     —    

Administrative expenses

     (269 )     (559 )

Net transfer to participant-directed accounts

     (1,490,325 )     (2,523,612 )
    


 


Total change in net assets

   $ (766,538 )   $ 3,586,608  
    


 


 

6. Transactions with Parties-in-Interest

 

Transactions in shares of the Company’s common stock qualify as party-in-interest transactions under the provisions of ERISA. During 2004, the Plan made purchases of $2,938,184 and sales of $5,448,778 of the Company’s common stock.

 

7. Asset Transfer Related to Sale of Subsidiary

 

In March 2004, the Company completed the sale of a subsidiary, American Pioneer Title Insurance Company (APTIC), to Fidelity National Financial, Inc. Upon completion of the sale, the employees of APTIC terminated their employment with the Company and all related participant balances were transferred out of the Plan. The asset transfer of $7,947,633 related to the sale of a subsidiary and was comprised of $6,040,306 of participant-directed investments and $1,907,327 of non participant-directed investments.

 

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) (Modified Cash Basis)

December 31, 2004

 

(a)


  

(b) Identity of Issuer, 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

   172,416.9181 shares      * *   $ 2,120,728
    

PIMCO Total Return Fund

   313,552.1104 shares      * *     3,345,601
    

Van Kampen Aggressive Growth Fund

   104,468.5557 shares      * *     1,482,409
    

Davis New York Venture Fund

   85,801.9869 shares      * *     2,633,263

*

  

Merrill Lynch Mid Cap Index Trust Fund

   641,552.2761 shares      * *     8,590,385

*

  

Merrill Lynch Fundamental Growth Fund

   135,833.8015 shares      * *     2,401,541

*

  

Merrill Lynch Small Cap Index Fund

   50,703.4487 shares      * *     714,919

*

  

Merrill Lynch Mid Cap Value Opp Port Fund

   62,672.8106 shares      * *     1,263,484
    

BGI Lifepath 2010 Fund

   224,676.7718 shares      * *     2,862,382
    

BGI Lifepath 2020 Fund

   160,121.6604 shares      * *     2,432,248
    

BGI Lifepath 2030 Fund

   127,682.5573 shares      * *     1,898,640
    

BGI Lifepath 2040 Fund

   78,235.6578 shares      * *     1,332,353
    

BGI Lifepath Retirement Portfolio Income Fund

   117,598.4159 shares      * *     1,314,750
    

Oppenheimer Dev Markets Fund

   64,319.8669 shares      * *     1,728,918
    

Common collective trust funds:

                   
    

BGI MSCI EAFE Equity Index Fund

   73,122.8592 units      * *     1,614,907

*

  

Merrill Lynch Equity Index Trust Fund

   146,653.3042 units      * *     13,037,479

*

  

Merrill Lynch Retirement Preservation Trust Fund

   1,864,945.1200 units      * *     1,864,945
    

Money market funds:

                   

*

  

Merrill Lynch Retirement Reserves Fund

   2,607,814.7500 units    $ 2,607,815       2,607,815
    

CMA Money Fund

   37.0000 units      * *     37
    

Common stock:

                   

*

  

The PMI Group, Inc. Stock Fund

   376,713.0000 shares    $ 10,456,695       15,731,066
    

Participant loans:

                   

*

  

Participant loans

   Interest rates ranging from 5.00% to 10.50%, maturing through 2009      * *     1,121,640
                      

    

Total investments

                $ 70,099,510
                      


* Indicates parties-in-interest to the Plan.

 

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

 

10


Table of Contents

Supplemental Schedule

 

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

EIN: 94-3199675; Plan Number: 001

Schedule H, Line 4j – Schedule of Reportable Transaction (Modified Cash Basis)

December 31, 2004

 

Identity of Issuer


  

Description of Assets


   Purchase
Price


   Selling Price

   Cost of Asset

   Current Value
of Asset on
Transaction
Date


   Net Gain

Category (iii) - Series of Transactions in excess of 5% of Plan Assets

*Merrill Lynch

  

The PMI Group, Inc. Stock Fund:

                                  
    

Sales

   $ —      $ 12,143,976    $ 10,274,159    $ 12,143,976    $ 1,869,817
    

Purchases

   $ 9,623,538    $ —      $ 9,623,538    $ 9,623,538    $ —  

There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2004.

 

* Party-in-interest.

 

11


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.

 

The PMI Group, Inc. Savings and Profit-Sharing Plan
By   /s/    CHARLES F. BROOM        
    Charles F. Broom
    Plan Administrator

 

Date: June 27, 2005

 


Table of Contents

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

 

EXHIBIT INDEX

 

Exhibit Number:

  

Description


23    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
EX-23 2 dex23.htm CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Consent of Ernst & Young LLP, independent auditors

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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 Alternate 401(k) Plan of The PMI Group, Inc. and the Registration Statement (Form S-8 No. 333-47473) pertaining to The PMI Group, Inc. Savings and Profit-Sharing Plan of our report dated June 8, 2005, 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, 2004.

 

/s/ Ernst & Young LLP

 

June 27, 2005

Los Angeles, California

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