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, 2006
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the transition period from to
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Commission file number 333-55118
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS 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:
Nick S. Cyprus
Controller and
Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
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FINANCIAL STATEMENTS AND EXHIBIT
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(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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Page No.
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GMAC Insurance Personal Lines Retirement Savings Plan:
Report of Independent Registered Public
Accounting Firm............................................ 3
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2006 AND 2005:
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, 2006
Form 5500, Schedule H, Part IV, Line 4i - Schedule
of Assets (Held at End of Year).......................... 11
NOTE: 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.
(b) EXHIBIT
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Exhibit 23 - Consent of Independent Registered Public
Accounting Firm
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.
GMAC INSURANCE PERSONAL LINES
RETIREMENT SAVINGS PLAN
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(Name of Plan)
Date June 29, 2007 By
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/s/Bernard Buselmeier
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(Bernard Buselmeier
Chief Financial Officer
GMAC Insurance Personal Lines)
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Report of Independent Registered Public Accounting Firm
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To the Trustee 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 Retirement Savings Plan (the "Plan") as of
December 31, 2006 and 2005, 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, 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,
2006 and 2005, 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 listed in the
Table of Contents 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
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2006 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
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DELOITTE & TOUCHE LLP
Raleigh, NC
June 29, 2007
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2006 and 2005
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2006 2005
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Assets - Participant-directed
investments $160,460,495 $138,148,355
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NET ASSETS AVAILABLE FOR BENEFITS
AT FAIR VALUE 160,460,495 138,148,355
Adjustments from fair value to
contract value for fully
benefit-responsive investment
contracts 254,900 272,632
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NET ASSETS AVAILABLE FOR BENEFITS $160,715,395 $138,420,987
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See notes to financial statements.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2006 and 2005
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2006 2005
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ADDITIONS:
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Investment income:
Net appreciation in
fair value of investments $ 5,445,009 $ 3,463,349
Interest and dividends 11,666,907 5,373,069
Loan interest 363,813 296,711
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Net investment income 17,475,729 9,133,129
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Contributions:
Employer's 7,153,068 5,804,474
Participants' 8,480,996 7,904,969
Participants' rollovers 756,477 871,785
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Total contributions 16,390,541 14,581,228
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Total additions 33,866,270 23,714,357
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DEDUCTIONS:
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Benefits paid to participants 11,524,237 8,248,824
Administrative expenses 47,625 66,358
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Total deductions 11,571,862 8,315,182
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INCREASE IN NET ASSETS 22,294,408 15,399,175
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 138,420,987 123,021,812
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End of year $160,715,395 $138,420,987
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See notes to financial statements.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
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1. DESCRIPTION OF THE PLAN
The following description of the GMAC Insurance Personal Lines 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 covering all eligible
employees of GMAC Insurance Management Corporation (the "Company") and other
business entities. The GMAC Insurance Personal Lines Corporation Employees'
Retirement Savings Plan Advisory Committee, comprised of individuals appointed
by the Company's Board of Directors, controls and manages the operation and
administration of the Plan. Fidelity Management Trust Company ("Fidelity")
serves as trustee of the Plan. The Plan is subject to the provisions of the
Employment Retirement Income Security Act of 1974 ("ERISA"). The Company was
100% owned by GMAC Insurance Holdings, Inc. ("GMACI"), which is a wholly owned
subsidiary of General Motors Acceptance Corporation ("GMAC"). On July 20, 2006,
GMAC converted its form of organization from a Delaware corporation to a
Delaware limited liability company and changed its name to GMAC LLC. Prior to
November 30, 2006, GMAC LLC was wholly owed by General Motors Corporation
("GM"). On November 30, 2006, GM sold 51% of its controlling interest in GMAC
LLC to FIM Holdings LLC ("FIM Holdings"). FIM Holdings is an investment
consortium led by Cerberus FIM Investors LLC, the sole managing member,
Citigroup Inc., Aozora Bank Ltd. and a subsidiary of the PNC Financial Services
Group, Inc. GM retains a 49% interest in GMAC LLC through GM's wholly owned
subsidiary, GM Finance Co. Holdings LLC.
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.
Contributions -- Each year, participants may contribute from 1% to 20% of their
pretax annual compensation, as defined in the Plan, subject to certain Internal
Revenue Code ("IRC") limitations. The Plan also permits catch-up contributions
by the participant. Employee after-tax contributions are not permitted; however,
Roth contributions are allowed beginning September 1, 2006. The Company
contributes 100% of the first 6% of base compensation that a participant
contributes to the Plan. In 2005 a Company discretionary contribution was added
to the Plan and the first payment was made in 2005 based on Company earnings for
2005. The discretionary contribution is allocated among the eligible
participants in proportion to each participant's total compensation for the
year. A special Company contribution was made to the Plan for 2006 for certain
participants who have been excluded from retiree medical benefits. Participants
may also contribute amounts representing distributions from other qualified
defined benefit or defined contribution plans.
Participant Accounts -- Individual accounts are maintained for each Plan
participant. Each participant's account is credited with the participant's
contribution, the Company's matching and nondiscretionary contributions, and
allocations of Company discretionary contributions and Plan earnings, and
charged with withdrawals and an allocation of Plan losses. Allocations are based
on participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
Investments -- Participants direct the investment of their contributions into
various investment options offered by the Plan. The Plan currently offers one
common stock fund, one common trust fund, one investment grade bond fund and
twenty mutual funds as investment options for participants. Effective December
1, 2006, the unitized GM Stock Fund was frozen as an investment election in the
Plan.
Vesting -- Participants are vested immediately in their contributions plus
actual earnings thereon. Participants are immediately fully vested in the
Company's matching contributions plus actual earnings thereon.
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 at
the time funds are borrowed as determined quarterly by the Plan administrator.
Principal and interest is paid ratably through payroll deductions.
Payment of Benefits -- On termination of service, a participant may generally
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.
Forfeited Accounts -- At December 31, 2006 and 2005, forfeited nonvested
accounts totaled $1,317 and $22,708, respectively. These accounts will be used
to reduce future employer contributions. During the years ended December 31,
2006 and 2005, employer contributions were reduced by $22,708 and $0,
respectively, 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 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, liabilities, and changes therein and disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties -- The Plan utilizes various investment securities
including mutual funds, a common trust fund and common stock. Investment
securities, in general, are exposed to various risks, such as interest rate
risk, 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 financial
statements.
Investment Valuation and Income Recognition -- The Plan's investments are stated
at fair value. Shares of mutual funds are valued at quoted market prices, which
represent the net asset value of shares held by the Plan at year end. Common
collective trust funds with underlying investments in investment contracts are
valued at fair market value of the underlying investments and then adjusted by
the issuer to contract value. Participant loans are valued at the outstanding
loan balances.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
The Fidelity Managed Income Portfolio is a stable value fund that is a pooled
fund of the Fidelity Management Trust Company Managed Income Portfolio. The fund
typically invests fixed-income securities or bond funds and may include
derivative instruments such as future contracts and swap agreements.
Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value. Contract value represents
contributions made to the fund, plus earnings, less participant withdrawals.
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.
Management fees and operating expenses charged to the Plan for investments in
the common trust fund and mutual funds are deducted from income earned on a
daily basis and are not separately reflected. Consequently, management fees and
operating expenses are reflected as a reduction of investment return for such
investments.
Administrative Expenses -- Administrative expenses of the Plan are paid by
either the Plan or the Company, as provided in the Plan document.
Adoption of New Accounting Guidance -- The financial statements reflect the
retroactive adoption of Financial Accounting Standards Board Staff Position, FSP
AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held
by Certain Investment Companies Subject to the AICPA Investment Company Guide
and Defined-Contribution Health and Welfare and Pension Plans (the "FSP"). As
required by the FSP, the statements of net assets available for benefits present
common collective trust funds with underlying investments in certain types of
investment contracts at fair value as well as a line item showing an adjustment
of fully benefit-responsive contracts from fair value to contract value. The
statements of changes in net assets available for benefits are presented on a
contract value basis and were not affected by the adoption of the FSP. The
adoption of the FSP did not impact the amount of net assets available for
benefits at December 31, 2005.
3. INVESTMENTS
The Plan's investments, which represented 5% or more of the Plan's net assets
available for benefits as of December 31, 2006 and 2005, are as follows:
Shares Amounts
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Description of
Investment 2006 2005 2006 2005
---- ---- ---- ----
Fidelity Managed
Income
Portfolio 25,616,317 24,287,507 $ 25,361,417 $ 24,287,507
Spartan U.S.
Equity Index Fund 463,452 469,760 23,256,042 20,744,608
Fidelity Low-Priced
Stock Fund 433,987 421,749 18,895,788 17,224,229
Fidelity Diversified
International Fund 498,521 393,432 18,420,348 12,802,286
Fidelity Contrafund 213,441 189,336 13,916,338 12,261,412
Fidelity Magellan
Fund 128,126 104,810 11,469,804 11,155,999
Fidelity Puritan
Fund 424,901 375,444 8,485,265 7,032,064
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
During 2006 and 2005, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $5,445,009 and $3,463,349, respectively, as follows:
Description of Investment 2006 2005
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Fidelity Institutional Retirement
Services Company, mutual funds:
Low-Priced Stock Fund $1,303,615 $240,326
Diversified International Fund 1,829,339 1,437,443
Contrafund 59,146 1,412,599
Magellan Fund (1,857,037) 268,670
Puritan Fund 495,258 (81,769)
Growth and Income Fund (537,759) (716,538)
Mid-Cap Stock Fund 465,405 481,021
Investment Grade Bond Fund 41 (91,883)
Freedom 2000 Fund 7,743 5,318
Freedom 2005 Fund (4,007) (3)
Freedom 2010 Fund 57,845 35,556
Freedom 2015 Fund 6,276 365
Freedom 2020 Fund 147,172 120,192
Freedom 2025 Fund 12,789 2,501
Freedom 2030 Fund 260,675 208,075
Freedom 2035 Fund 6,885 2,156
Freedom 2040 Fund 13,139 3,857
Freedom Income Fund 6,495 4,115
MSIFT Value Advisor Fund 85,427 (93,922)
Spartan U.S. Equity Index Fund 2,813,054 612,346
General Motors Common Stock Fund 273,508 (387,076)
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Net appreciation in fair value of investments $5,445,009 $3,463,349
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4. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are units of participation in a common trust fund and
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 investment management
services were included as a reduction of the return earned on each fund. Fees
paid by the Plan for certain administrative trustee fees were $47,625 and
$66,358 in 2006 and 2005, respectively.
At December 31, 2006 and 2005, the Plan held 19,841 and 22,058, respectively, of
common stock of General Motors Corporation, with a cost basis of $637,134 and
$829,886, respectively.
5. PLAN TERMINATION
Although it has not expressed any intention 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 set forth in ERISA.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (concluded)
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500 as of December 31, 2006:
Net assets available for benefits per
the financial statements $160,715,395
Adjustment from contract value to fair
value for fully benefit-responsive
investment contracts (254,900)
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Net assets available for benefits per the Form 5500 $160,460,495
===========
The following is a reconciliation of total additions per the financial
statements to total income per the Form 5500 for the year ended December 31,
2006.
Total additions per the financial statements $33,866,270
Adjustment from contract value to fair
value for fully benefit-responsive
investment contracts (254,900)
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Total income per the Form 5500 $33,611,370
==========
No reconciliation was necessary as of and for the year ended December 31, 2005.
7. FEDERAL INCOME TAX STATUS
The Internal Revenue Service ("IRS") has determined and informed the Company, by
a letter dated November 26, 2003, that the Plan and related trust were designed
in accordance with the applicable regulations of the IRC. The Plan has been
amended and restated since receiving the determination letter. The Company and
Plan management believe that the Plan is currently designed and operated in
compliance with the applicable requirements of the IRC 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.
8. SUBSEQUENT EVENTS
Effective May 1, 2007, the unitized GM Stock Fund was removed as an investment
election from the Plan. Effective 1/1/2007, the Company also contributes a fixed
2% Company contribution.
* * * * * *
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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, 2006
Description of Investments,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party and Par or Maturity Value Cost Value
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Fidelity Institutional
Retirement Services Company:
* Low-Priced Stock Fund Mutual Fund ** $ 18,895,788
* Diversified International Fund Mutual Fund ** 18,420,348
* Contrafund Mutual Fund ** 13,916,338
* Magellan Fund Mutual Fund ** 11,469,804
* Puritan Fund Mutual Fund ** 8,485,265
* Growth and Income Fund Mutual Fund ** 7,354,076
* Mid-Cap Stock Mutual Fund ** 6,833,097
* Freedom 2030 Fund Mutual Fund ** 4,923,795
* Investment Grade Bond Fund Mutual Fund ** 4,845,750
* Freedom 2020 Fund Mutual Fund ** 3,272,507
* Freedom 2010 Fund Mutual Fund ** 1,795,063
* Freedom Income Fund Mutual Fund ** 628,335
* Freedom 2025 Fund Mutual Fund ** 430,748
* Freedom 2000 Fund Mutual Fund ** 430,410
* Freedom 2040 Fund Mutual Fund ** 350,182
* Freedom 2035 Fund Mutual Fund ** 257,112
* Freedom 2005 Fund Mutual Fund ** 211,312
* Freedom 2015 Fund Mutual Fund ** 194,407
* Managed Income Portfolio Common Trust Fund ** 25,361,417
* MSIFT Value Advisor Fund Mutual Fund ** 2,610,183
* Spartan U.S Equity Index Fund Mutual Fund ** 23,256,042
* General Motors Common Stock Fund Common Stock Fund ** 628,253
* Various participants Participant loans
(maturing through 2014
at interest rates of 3% to 10.5%) ** 5,890,263
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Total investments $160,460,495
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* Permitted party-in-interest transactions.
** Cost information is not required for participant-directed investments and,
therefore, is not included.
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