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, 2001
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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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THE 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:
Peter R. Bible
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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The GMAC Insurance Personal Lines Retirement Savings Plan:
Independent Auditors' Report ............................ 3
Statements of Net Assets Available for Benefits
As of December 31, 2001 and 2000....................... 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2001 and 2000 5
Notes to Financial Statements ........................... 6
Supplemental Schedule as of December 31, 2001 -
Form 5500, Schedule H, Part IV, Line 4I - Schedule
of Assets (Held at End of Year)......................... 10
NOTE: Supplemental schedules, other than that listed above, are omitted because
of the absence of the conditions under which they are required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 or because the required information is
included in the financial statements or in the notes thereto.
(b) EXHIBIT
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Exhibit 23 - Independent Auditors' Consent................ 11
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.
THE GMAC INSURANCE PERSONAL
LINES RETIREMENT SAVINGS PLAN
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(Name of Plan)
Date December 17, 2002 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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INDEPENDENT AUDITORS' REPORT
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To the Plan Administrator 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, 2001 and 2000, 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 auditing standards generally accepted
in the United States of America. 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,
2001 and 2000, 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 2001 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
DELOITTE & TOUCHE LLP
Raleigh, North Carolina
July 19, 2002
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 and 2000
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2001 2000
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Assets: Investments $86,180,073 $87,226,580
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NET ASSETS AVAILABLE FOR BENEFITS $86,180,073 $87,226,580
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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, 2001 and 2000
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2001 2000
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ADDITIONS:
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Investment (loss) income:
Net depreciation in fair
value of investments $(8,179,521) $(9,647,430)
Interest and dividends 2,296,589 4,557,139
Loan interest 323,544 276,770
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Total net investment loss (5,559,388) (4,813,521)
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Contributions:
Employer's 5,029,960 4,652,071
Participants' 6,638,278 6,092,525
Participants' rollovers 727,592 266,122
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Total contributions 12,458,830 11,010,718
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Total additions, net 6,899,442 6,197,197
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DEDUCTIONS:
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Benefits paid to participants 7,881,040 6,879,380
Asset management fees - 62,965
Administrative expenses 64,909 53,143
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Total deductions 7,945,949 6,995,488
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NET DECREASE BEFORE TRANSFER
FROM OTHER PLAN (1,046,507) (798,291)
TRANSFER FROM NAVCO EMPLOYEES'
SAVINGS PLAN - 36,098,279
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NET (DECREASE) INCREASE (1,046,507) 35,299,988
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 87,266,580 51,926,592
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End of year $86,180,073 $87,226,580
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See notes to financial statements.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
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1. INFORMATION REGARDING THE PLAN
The following brief description of 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 designed to comply with
the provisions of the Internal Revenue Code (the "Code") to qualify for
exemption from taxation. The Plan was established effective April 1, 1991
and is subject to the provisions of the Employee Retirement Income
Security Act of 1974. The Plan covers all eligible employees of Integon
Corporation (the "Sponsor"), NAVCO Corporation and other business
entities. The Plan is administered by the GMAC Insurance Personal Lines
Employees' Retirement Savings Plan Advisory Committee (the "Committee"),
comprised of individuals appointed by the Sponsor's board of directors.
The Sponsor 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.
Effective April 8, 2000, the NAVCO Employees' Savings Plan (the "NAVCO
Plan") was merged into the Plan. At that time all assets and liabilities
of the NAVCO Plan were transferred to the Plan. In addition, effective
April 8, 2000, the Plan's name was amended and restated as the GMAC
Insurance Personal Lines Retirement Savings Plan.
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 and are 21 years of age or older, as
defined by the Plan. Eligible temporary employee participation begins on
the next plan entry date, the first day of each calendar month.
Administration of the Plan - Effective April 6, 2000, the trustee of the
Plan was changed from First Union National Bank ("First Union") to
Fidelity Management Trust Company ("Fidelity"). Fidelity also assists the
Sponsor in its administration of the Plan. Although officers or employees
of the Sponsor perform certain administrative functions, no such officer
or employee receives compensation from the Plan.
Contributions - Eligible participants may voluntarily defer from 1% to 15%
of their basic compensation, as defined by the Plan. Contributions are
subject to certain Internal Revenue Code limitations. Employee after-tax
contributions are not permitted. Eligible participants are permitted to
make rollover contributions at the discretion of the Committee. For the
plan years ended December 31, 2001 and 2000, the Sponsor's funding
consisted of a matching contribution of 100% of the first 6% of a
participant's compensation that had been deferred into the Plan.
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (continued)
Participant Accounts - a separate account is maintained by Fidelity (First
Union prior to April 6, 2000) for each participant. These account balances
are adjusted at the end of each pay period for the amount of the
participant's compensation deferral and the Sponsor's matching
contributions. Investment income or loss and other additions or deductions
are credited or charged, as applicable, to the participant's account
quarterly. Allocation of the Sponsor's contribution is based on
participant compensation, as defined. Allocation of plan earnings is based
on the balances of the participant's individual accounts. The benefit to
which a participant is entitled is the benefit that can be provided from
the participant's account.
Investment Options - Upon enrollment in the Plan, a participant may direct
his or her contributions in one or more of various investment options.
Participants may change their investment options as desired. The Plan
currently offers one common trust fund, one common stock fund, and sixteen
mutual funds as investment options.
Vesting participants are fully vested in the compensation that they defer
into the Plan, the Sponsor matching contributions, and the related
investment earnings on those deferrals and contributions.
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 as determined quarterly by the plan administrator.
Payment of Benefits - On termination of service due to death, disability,
or retirement, a participant may elect to receive either a lump-sum amount
equal to the value of the participant's vested interest in his to 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.
Plan Termination - Although the Sponsor has not expressed any intention to
do so, it has the right to terminate the Plan at anytime, subject to plan
provisions. Upon such termination of the Plan, the vested account balance
of each participant in the Plan will be distributed to such participant at
the time prescribed by the Code.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements are prepared in accordance
with accounting principles generally accepted in the United States of
America ("generally accepted accounting principles").
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein. Actual results could differ
from those estimates. The Plan utilizes various investment instruments.
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 such changes could materially affect the amounts
reported in the financial statements.
Valuation of Investments and Income Recognition - The Plan's investments
are stated at fair value based on quoted market prices. Investments in
common trust funds ("funds") are stated at estimated fair value, which has
been determined by the trustee based on the unit values of the funds. Unit
value as are determined by the organization sponsoring such funds by
dividing that fund's net assets by its units outstanding at the valuation
date. Contributions to and withdrawal payments from each fund are
converted to units by dividing the amounts of each transaction by the unit
values last determined, and the participant's accounts are charged or
credited with the number of units. Mutual funds are valued at quoted
market prices which represent the net asset values of shares held by the
Plan at year-end. Participant loans are valued at cost plus accrued
interest, which approximates fair value. Purchases and sales of securities
are recorded on a trade-date basis.
Payment of Benefits - Benefits are recorded when paid.
Expenses - Administrative expenses of the Plan are paid by either the Plan
or Sponsor, as provided in the plan document.
Reclassification - Certain 2000 amounts have been reclassified to conform
to the current year presentation.
3. INVESTMENTS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 2001 and 2000 are as follows:
Shares Amounts
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Description of
Investment 2001 2000 2001 2000
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Fidelity Puritan
Fund 248,816 237,454 $4,396,572 $4,471,257
Fidelity Magellan
Fund 93,178 93,764 9,711,004 11,186,060
Fidelity Contrafund 111,366 115,464 4,763,123 5,677,365
Fidelity Growth and
Income Fund 149,114 146,307 5,573,876 6,159,524
Fidelity Low-Priced
Stock Fund 243,014 - 6,663,442 -
Fidelity Managed
Income
Portfolio 17,978,918 16,216,807 17,978,918 16,216,806
Janus Worldwide 104,418 101,923 4,577,703 5,795,322
Spartan U.S.
Equity Index 442,291 445,201 17,974,708 20,839,855
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GMAC INSURANCE PERSONAL LINES RETIREMENT SAVINGS PLAN
During 2001 and 2000, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
depreciated in value by $(8,179,521) and $(9,647,430), respectively, as
follows:
Description of
Investment 2001 2000
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Mutual funds $(8,152,077) $(9,647,430)
Common stock fund (27,444) -
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$(8,179,521) $(9,647,430)
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4. RELATED PARTY TRANSACTIONS
Certain plan investments are units of participation in common trust funds
and shares of mutual funds managed by Fidelity and First Union, prior to
April 6, 2000. Fidelity and First Union are the trustees as defined by the
Plan and, therefore, these transactions qualify as party-in-interest
transactions. The Sponsor pays a portion of the Fidelity administrative
and trustee fees. Such fees were $45,469 and $67,387 for the years ended
December 31, 2001 and 2000, respectively.
Certain plan investment are loans to participants who may be employees of
the sponsor and, therefore, these transactions qualify as
party-in-interest transactions.
5. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated April 6, 1998, that the Plan and related trust were designed
in accordance with the applicable regulations of the Code. The Plan has
been amended and restated since receiving the determination letter. A
determination letter application is currently pending before the Internal
Revenue Service. The Sponsor and the plan administrator believe that the
Plan is currently designed and operated in compliance with the applicable
requirements of the Code 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.
6. SUBSEQUENT EVENTS
Beginning January 1, 2002, eligible participants may voluntarily defer 20%
of their basic compensation, as defined by the Plan. The Sponsor's funding
consisted of a matching contribution of 100% of the first 4% of a
participant's compensation that had been deferred into the Plan.
* * * * * *
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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, 2001
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:
* Fidelity Investments Puritan Fund, 248,815.591 shares ** $ 4,396,572
* Fidelity Investments Magellan Fund, 93,177.934 shares ** 9,711,004
* Fidelity Investments Contrafund, 111,365.990 shares ** 4,763,123
* Fidelity Investments Investment Grade Bond Fund,
280,171.641 shares ** 2,056,460
* Fidelity Investments Growth and Income Fund,
149,113.846 shares ** 5,573,876
* Fidelity Investments Low-Priced Stock Fund,
243,013.949 shares ** 6,663,442
* Fidelity Investments Diversified International Fund,
105,855.193 shares ** 2,019,717
* Fidelity Investments Freedom Income Fund, 8,314.908
shares ** 90,882
* Fidelity Investments Freedom 2000 Fund, 32,154.131
shares ** 370,416
* Fidelity Investments Freedom 2010 Fund, 49,480.245
shares ** 623,946
* Fidelity Investments Freedom 2020 Fund, 81,659.417
shares ** 1,027,275
* Fidelity Investments Freedom 2030 Fund, 140,711.260
shares ** 1,767,333
* Fidelity Investments Managed Income Portfolio
17,978,917.600 shares ** 17,978,918
PBHG Growth Fund, 96,351.000 shares ** 1,961,706
MSIFT Value Advisor, 45,626.774 shares ** 694,440
Janus Worldwide, 104,418.410 shares ** 4,577,703
Spartan U.S. Equity Index, 442,291.039
shares ** 17,974,708
General Motors Common Stock Fund, 8,432.050
shares ** 167,559
* Participants Participant loans (maturing
through 2005 at interest rate
of 8.75% to 10%) ** 3,760,993
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Total investments $86,180,073
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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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