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, 2005
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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 33-10665
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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:
Paul W. Schmidt
Controller
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 8265-3000
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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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, 2005 AND 2004:
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, 2005
Form 5500, Schedule H, Part IV, Line 4i - Schedule
of Assets (Held at End of Year) 10
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
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 27, 2006 By:
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/s/Bernard Buselmeier
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(Bernard Buselmeier
Chief Financial Officer
GMAC Insurance Personal Lines
2
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, 2005 and 2004, 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,
2005 and 2004, 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 2005 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 27, 2006
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005 and 2004
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2005 2004
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Assets - Participant-directed
investments $138,420,987 $123,021,812
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NET ASSETS AVAILABLE FOR BENEFITS $138,420,987 $123,021,812
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See notes to financial statements.
4
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2005 and 2004
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2005 2004
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ADDITIONS:
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Investment income:
Net appreciation in
fair value of investments $3,463,349 $7,881,235
Interest and dividends 5,373,069 3,105,451
Loan interest 296,711 263,927
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Net investment income 9,133,129 11,250,613
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Contributions:
Employer's 5,804,474 5,529,061
Participants' 7,904,969 7,417,893
Participants' rollovers 871,785 533,631
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Total contributions 14,581,228 13,480,585
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Total additions 23,714,357 24,731,198
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DEDUCTIONS:
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Benefits paid to participants 8,248,824 6,274,714
Administrative expenses 66,358 89,417
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Total deductions 8,315,182 6,364,131
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INCREASE IN NET ASSETS 15,399,175 18,367,067
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 123,021,812 104,654,745
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End of year $138,420,987 $123,021,812
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See notes to financial statements.
5
GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2005 AND 2004
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1. DESCRIPTION OF THE PLAN
The following description of the GMAC Insurance Personal Lines Retirement
Savings Plan (formerly Integon Employees' 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 is 100%
owned by GMAC Insurance Holdings, Inc. ("GMACI"), which is a wholly owned
subsidiary of General Motors Acceptance Corporation, which, in turn, is owned by
General Motors Corporation.
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. Employee after-tax contributions are not
permitted. The Company contributes 100% of the first 6% of base compensation
that a participant contributes to the Plan. 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 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.
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 and twenty mutual funds as investment
options for participants.
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.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
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, 2005 and 2004, forfeited nonvested accounts
totaled $22,708 and $22,708, respectively. These accounts will be used to reduce
future employer contributions. During the years ended December 31, 2005 and
2004, employer contributions were reduced by $0 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. Quoted market prices are used to value common stock. 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. Investments in the common trust
fund ("fund") are stated at estimated fair value, which is determined based on
the unit values of the fund. Unit values are determined by the organization
sponsoring the fund by dividing the fund's net assets at fair value by the units
outstanding at each valuation date. Participant loans are valued at the
outstanding loan balances.
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.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
3. INVESTMENTS
The Plan's investments which represented 5% or more of the Plan's net assets
available for benefits as of December 31, 2005 and 2004, are as follows:
Shares Amounts
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Description of
Investment 2005 2004 2005 2004
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Fidelity Puritan
Fund 375,444 344,307 $7,032,064 $6,524,610
Fidelity Magellan
Fund 104,810 104,057 11,155,999 10,800,039
Fidelity Contrafund 189,336 152,126 12,261,412 8,631,647
Fidelity Growth and
Income Fund 206,058 180,184 7,088,383 6,884,819
Fidelity Low-Priced
Stock Fund 421,749 394,029 17,224,229 15,859,674
Fidelity Diversified
International 393,432 340,790 12,802,287 9,760,215
Fidelity Managed
Income Portfolio 24,287,507 22,568,266 24,287,507 22,568,266
Spartan U.S.
Equity Index 469,760 479,173 20,744,608 20,537,334
During 2005 and 2004, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $3,463,349 and $7,881,235, respectively, as follows:
Description of
Investment 2005 2004
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Mutual funds $3,850,421 $8,060,778
Common stock fund (387,076) (179,543)
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$3,463,349 $7,881,235
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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 $66,358 and
$89,417 in 2005 and 2004, respectively.
At December 31, 2005 and 2004, the Plan held 22,058 and 19,216 shares,
respectively, of common stock of General Motors Corporation, with a cost basis
of $829,886 and $865,726, respectively. During the years ended December 31, 2005
and 2004, the Plan recorded no dividend income.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
Certain plan investments are loans to participants who may be employees of the
Sponsor, and therefore, these transactions qualify as party-in-interest
transactions.
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.
6. 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.
* * * * * *
9
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, 2005
Description of Investments,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Cost Value
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Fidelity Institutional
Retirement Services Company:
* Puritan Fund Mutual Fund ** $ 7,032,064
* Magellan Fund Mutual Fund ** 11,155,999
* Contrafund Mutual Fund ** 12,261,412
* Investment Grade Bond Fund Mutual Fund ** 4,540,083
* Growth and Income Fund Mutual Fund ** 7,088,383
* Low-Priced Stock Fund Mutual Fund ** 17,224,229
* Diversified International Fund Mutual Fund ** 12,802,286
* Freedom Income Fund Mutual Fund ** 537,404
* Freedom 2000 Fund Mutual Fund ** 373,493
* Freedom 2005 Fund Mutual Fund ** 376
* Freedom 2010 Fund Mutual Fund ** 1,254,365
* Freedom 2015 Fund Mutual Fund ** 35,426
* Freedom 2020 Fund Mutual Fund ** 2,507,821
* Freedom 2025 Fund Mutual Fund ** 88,485
* Freedom 2030 Fund Mutual Fund ** 3,569,056
* Freedom 2035 Fund Mutual Fund ** 69,913
* Freedom 2040 Fund Mutual Fund ** 78,454
* Fidelity Mid-Cap Stock Mutual Fund ** 4,588,703
* Managed Income Portfolio Common Trust Fund ** 24,287,507
* MSIFT Value Advisor Mutual Fund ** 2,159,624
* Spartan U.S Equity Index Mutual Fund ** 20,744,608
* General Motors Common Stock Fund ** 440,918
* Various participants Participant loans (maturing
through 2014 at interest
rates of 3% to 10.5%) ** 5,580,378
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Total investments $138,420,987
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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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