UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year end December 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 000-20202 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CREDIT ACCEPTANCE CORPORATION 25505 West Twelve Mile Road, Suite 3000 Southfield, Michigan 48034-8339
CREDIT ACCEPTANCE CORPORATION 401(K) PROFIT SHARING PLAN AND TRUST TABLE OF CONTENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 FINANCIAL STATEMENTS: Statements of Assets Available for Benefits as of December 31, 2003 and 2002 4 Statement of Changes in Assets Available for Benefits for the Year Ended December 31, 2003 5 Notes to Financial Statements 6 SUPPLEMENTAL SCHEDULES: Form 5500, Schedule H, Part IV, Line 4i -- Schedule of Assets (Held at End of Year) as of December 31, 2003 11 Form 5500, Schedule G, Question 4a -- Delinquent Participant Contributions for the Year Ended December 31, 2003 12 All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. SIGNATURES 13 EXHIBIT INDEX 14 2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plan Administrator Credit Acceptance Corporation 401(k) Profit Sharing Plan and Trust We have audited the accompanying statements of assets available for benefits of Credit Acceptance Corporation 401(k) Profit Sharing Plan and Trust (the "Plan") as of December 31, 2003 and 2002, and the related statement of changes in assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with 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. 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, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held at year end as of December 31, 2003 and delinquent participant contributions for the year ended December 31, 2003, are presented for the purpose of additional analysis and are not a required part of the basic 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. The supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic 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. /s/ Deloitte & Touche LLP Detroit, Michigan October 1, 2004 3
CREDIT ACCEPTANCE CORPORATION 401(K) PROFIT SHARING PLAN AND TRUST STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2003 AND 2002 2003 2002 ----------- ----------- ASSETS: Investments -- at fair value: Investments $ 5,527,944 $ 3,535,502 Participant loans 200,387 164,509 ----------- ----------- Total investments 5,728,331 3,700,011 Receivables: Employer contributions 5,118 6,105 Participants contributions 84,202 60,403 Other (265) 273 ----------- ----------- Total receivables 89,055 66,781 ----------- ----------- ASSETS AVAILABLE FOR BENEFITS $ 5,817,386 $ 3,766,792 =========== =========== See notes to financial statements. 4
CREDIT ACCEPTANCE CORPORATION 401(K) PROFIT SHARING PLAN AND TRUST STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2003 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Interest and dividends $ 49,947 Net appreciation of investments 1,003,495 ---------- Net investment income 1,053,442 Contributions: Employer 131,700 Participants 1,053,820 Rollovers 101,873 ---------- Total contributions 1,287,393 ---------- Total additions 2,340,835 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Loan fees paid by participants 5,675 Benefits paid to participants 281,520 Other fees 3,046 ---------- Total deductions 290,241 ---------- Net increase 2,050,594 ASSETS AVAILABLE FOR BENEFITS: Beginning of year 3,766,792 ---------- End of year $5,817,386 ========== See notes to financial statements. 5
CREDIT ACCEPTANCE CORPORATION 401(K) PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 AND 2002 1. DESCRIPTION OF THE PLAN The following brief description of the Credit Acceptance Corporation (the "Company") 401(k) Profit Sharing Plan and Trust (the "Plan"), provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL -- The Plan is a defined contribution plan available to all salaried and hourly-rated employees of the Company who have 90 days of service and are age 21 or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS -- Participants may contribute up to 20% of their annual compensation, subject to current Internal Revenue Service ("IRS") limitations of $12,000 and $11,000 in 2003 and 2002, respectively, and other limitations based upon the participants' compensation level. Contributions withheld from an employee's pay on a pretax basis are not taxable until withdrawn from the Plan by the participant. The Company makes matching contributions equal to $0.50 for every $1.00 of elective deferred contributions made by each active participant, not to exceed $1,250 annually. Prior to January 1, 2004, the Company made matching contributions equal to $0.25 for every $1.00 of elective deferred contributions made by each active participant, not to exceed $625 annually. Other contributions made by the Company are at its discretion. PARTICIPANT ACCOUNTS -- Each participant's account is credited with the participant's contribution and an allocation of the Company's contribution and Plan earnings. Allocations are based on participant earnings or account balances, as defined by the Plan. VESTING -- Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company contributions portion of their accounts plus earnings thereon is based on years of continuous service. A participant is 100% vested after six years of credited service. LOANS -- Subject to predefined conditions and terms, a participant may borrow from their fund accounts up to 50% of the participant's vested fund balance, not to exceed $50,000. PAYMENT OF BENEFITS -- On termination of service due to death, disability or retirement, a participant may elect to receive the value of the participant's vested fund balance in either a lump-sum amount or in installment payments. 6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION -- The accompanying financial statements have been prepared on the accrual basis of accounting. USE OF ESTIMATES -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits and the reported amounts of additions and deductions from assets available for benefits during the reported period. Actual results could differ from those estimates. The Plan invests in various securities including U.S. Government securities, corporate debt instruments and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of assets available for plan benefits. VALUATION OF INVESTMENTS AND INCOME RECOGNITION -- Investments are recorded at fair value as determined by the trustee of the Plan using quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. PAYMENTS OF BENEFITS -- Benefits are recorded when paid. EXPENSES -- Plan expenses (other than loan fees) are paid by the Company. 3. INVESTMENTS ABN Amro Trust Services Company ("ABN") is the Plan trustee. As of December 31, investments representing 5% or more of the Plan's assets are as follows: 2003 2002 ---------- ---------- ABN Amro S&P 500 Index $ 951,783 $ 635,457 Euro-Pacific Growth Fund 756,168 440,894 ABN Amro Income Plus Fund 740,520 666,990 ABN Amro Balanced Fund 685,361 554,808 Veredus Aggregate Growth Fund 646,804 330,252 Franklin Balance Sheet 523,174 326,896 ABN Amro Growth Fund 306,100 175,735 ABN Amro Bond Fund 275,881 235,902 Other 642,153 168,568 ---------- ---------- Total investments $5,527,944 $3,535,502 ========== ========== 7
During the year ended December 31, 2003 the Plan's mutual fund investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: ABN Amro S&P 500 Index $ 203,512 Veredus Aggregate Growth Fund 177,069 Euro-Pacific Growth Fund 167,990 Franklin Balance Sheet 114,764 Credit Acceptance Stock Fund 97,103 ABN Amro Balanced Fund 85,243 ABN Amro Growth Fund 49,794 ABN Amro Mid Cap Fund 49,361 ABN Amro Income Plus Fund 31,231 Washington Mutual 29,317 ABN Amro Bond Fund (1,889) ----------- Net appreciation of investments $ 1,003,495 =========== 4. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by ABN Amro Trust Services Company. ABN Amro Trust Services Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company 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, participants will become 100% vested in their accounts. 6. TAX STATUS The Company has adopted a standardized prototype plan sponsored by ABN. The IRS has issued a favorable opinion letter dated August 30, 2001, in regards to the ABN prototype plan. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. As such, no provision for income taxes has been included in the Plan's financial statements. 8
7. NONEXEMPT PARTY-IN-INTEREST TRANSACTIONS The Company remitted the March 2003 participant contributions of $105,223 to the trustee on April 22, 2003, which was later than required by Department of Labor ("DOL") Regulation 2510.3-102. The Company remitted the May 2003 participant contributions of $94,771 to the trustee on July 1, 2003, which was later than required by DOL Regulation 2510.3-102. The Company will file Form 5330 with the Internal Revenue Service and pay the required excise tax on the transactions. In addition, participant accounts will be credited with the amount of investment income which would have been earned had the participant contributions been remitted on a timely basis. The Company remitted the December 2002 participant contributions of $73,279 to the trustee on January 28, 2003, which was later than required by DOL Regulation 2510.3-102. The Company filed Form 5330 with the Internal Revenue Service and paid the required excise tax on the transaction. In addition, participant accounts were credited with the amount of investment income which would have been earned had the participant contribution been remitted on a timely basis. ****** 9
SUPPLEMENTAL SCHEDULES 10
CREDIT ACCEPTANCE CORPORATION 401(K) PROFIT SHARING PLAN AND TRUST FORM 5500, SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2003 (c) (e) (a) (b) DESCRIPTION CURRENT IDENTITY OF ISSUE OF INVESTMENT VALUE * ABN Amro Trust Service Company: * ABN Amro Income Plus Fund Mutual Fund $ 740,520 * ABN Amro Bond Fund Mutual Fund 275,881 * ABN Amro Balance Fund Mutual Fund 685,361 * ABN Amro S&P 500 Index Mutual Fund 951,783 Franklin Balance Sheet Mutual Fund 523,174 * ABN Amro Growth Fund Mutual Fund 306,100 Veredus Aggregate Growth Fund Mutual Fund 646,804 Euro-Pacific Growth Fund Mutual Fund 756,168 Washington Mutual Mutual Fund 202,953 * ABN Amro Mid Cap Fund Mutual Fund 234,177 Liquidity Fund Mutual Fund 94 * Credit Acceptance Stock Trust Stock Trust 204,929 ------------ Total investments 5,527,944 * Loans to participants, 7.45% to 11.50% maturing at various dates not exceeding five years 200,387 ------------ TOTAL INVESTMENTS $ 5,728,331 ============ * Party-in-interest 11
CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST FORM 5500, SCHEDULE G, QUESTION 4a -- DELINQUENT PARTICIPANT CONTRIBUTIONS DECEMBER 31, 2003 QUESTION 4a, "DID THE EMPLOYER FAIL TO TRANSMIT TO THE PLAN ANY PARTICIPANT CONTRIBUTIONS WITHIN THE TIME PERIOD DESCRIBED IN 29 CFR 2510.3-102," WAS ANSWERED "YES." RELATIONSHIP TO PLAN, IDENTITY OF PARTY EMPLOYER OR OTHER INVOLVED PARTY-IN-INTEREST DESCRIPTION OF TRANSACTIONS AMOUNT Credit Acceptance Employer/Plan Sponsor Participant contributions for employees $ 73,279 Corporation were not funded within the time period prescribed by D.O.L. Regulation 2510.3-102. The December 2002 participant contribution was deposited on January 28, 2003. Participant contributions for employees 105,223 were not funded within the time period prescribed by D.O.L. Regulation 2510.3-102. The March 2003 participant contribution was deposited on April 22, 2003. Participant contributions for employees 94,771 were not funded within the time period prescribed by D.O.L. Regulation 2510.3-102. The May 2003 participant contribution was deposited on July 1, 2003. 12
SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Credit Acceptance Corporation 401(k) Profit Sharing Plan and Trust (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. CREDIT ACCEPTANCE CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST Date: November 16, 2004 By: /s/ Douglas W. Busk --------------------------------- Douglas W. Busk Treasurer 13
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 23.1 Consent of Deloitte & Touche LLP 14
EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-111831 of Credit Acceptance Corporation on Form S-8 of our report dated October 1, 2004, appearing in this Annual Report on Form 11-K of Credit Acceptance Corporation 401(k) Profit Sharing Plan and Trust for the year ended December 31, 2003. /s/ Deloitte & Touche LLP Detroit, Michigan November 16, 2004