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
-----------------
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 333-120617
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THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
---------------------------------------------------
(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
FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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Page No.
--------
The GMAC Mortgage Group LLC Savings Incentive Plan:
Report of Independent Registered Public Accounting Firm 3
Statements of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6
Supplemental schedule as of and for the year ended,
December 31, 2006:
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets Held at End of Year 15
Schedules required under the Employee Retirement Income Security Act of 1974,
other than the schedule listed above, are omitted because of the absence of the
conditions under which such schedules are required or because such schedules
have been previously submitted to the Department of Labor.
(b) EXHIBIT
-------
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.
THE GMAC MORTGAGE GROUP LLC
SAVINGS INCENTIVE PLAN
---------------------------
(Name of Plan)
Date December 7, 2007 By
----------------
/s/David C. Walker
------------------
(David C. Walker,
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
The GMAC Mortgage Group LLC Savings Incentive Plan
Horsham, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the GMAC Mortgage Group LLC Savings Incentive Plan (the "Plan") as of
December 31, 2006 and 2005, and the related statements of changes in net assets
available for benefits for the year ended December 31, 2006. 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. An audit includes 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 year
ended December 31, 2006 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 of assets held
for investment purposes as of December 31, 2006, 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 supplemental 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
------------------------
DELOITTE & TOUCHE LLP
Philadelphia, PA
October 15, 2007
3
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
2006 2005
---- ----
ASSETS:
Participant-directed investments at fair
value $542,467,416 $477,110,492
Nonparticipant-directed investments (Note 5) - 56,857,727
----------- -----------
Total investments 542,467,416 533,968,219
----------- -----------
Receivables:
Participant contributions 917 7,557
Employer contributions 438,694 2,701,137
----------- -----------
Total receivables 439,611 2,708,694
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS AT FAIR
VALUE 542,907,027 536,676,913
Adjustments from fair value to contract
value for fully benefit-responsive
investment contacts 611,391 650,196
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $543,518,418 $537,327,109
=========== ===========
See notes to financial statements.
4
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
ADDITIONS:
Contributions:
Employee $70,887,810
Employer 23,385,535
----------
Total contributions 94,273,345
----------
Investment income:
Net appreciation in fair value of investments (Note 4) 50,824,010
Interest and dividends 31,025,088
----------
Net investment income 81,849,098
----------
DEDUCTIONS:
Benefits paid to participants 169,931,134
-----------
INCREASE IN NET ASSETS 6,191,309
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 537,327,109
-----------
End of year $543,518,418
===========
See notes to financial statements.
5
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006
-------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the GMAC Mortgage Group LLC Savings Incentive
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more complete
information.
The Plan was initially effective January 1, 1978 under the sponsorship of
Colonial Mortgage Service Company ("Colonial") and was then known as the
Colonial Companies Savings and Incentive Plan. GMAC Mortgage Corporation
acquired all of the outstanding stock of Colonial in 1986 and adopted the
Plan as The GMAC Mortgage Corporation Savings Incentive Plan. The Plan was
subsequently assumed by GMAC Mortgage Group, which is comprised of wholly
owned subsidiaries of General Motors Acceptance Corporation (GMAC) (the
"Group") and was renamed The GMAC Mortgage Group LLC Savings Incentive Plan.
The Plan has been amended or amended and restated from time to time. The
Plan was last amended and restated effective January 1, 2001. The Plan's
most recent amendment was effective October 11, 2006.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended.
General--The Plan is a defined contribution plan with a cash or deferred
arrangement for substantially all employees of the Group, its participating
subsidiaries and any related entities electing to adopt the Plan with the
permission of the Group's Board of Directors or the Plan Administrative
Committee. The primary subsidiaries or related entities and their respective
subsidiaries participating in the Plan include:
o GMAC Residential Holding Corporation ("GMAC Residential")
o Residential Funding Corporation ("RFC")
o GMAC Commercial Holding Corporation ("GMAC Commercial Mortgage"). On
March 23, 2006, a sale of 78% equity interest in GMAC Commercial
Mortgage was finalized. As of that date, GMAC Commercial Mortgage is no
longer part of the GM Control Group and is no longer part of the
employer in the GMAC Mortgage Group, Inc. Savings Incentive Plan. On
March 23, 2006, each participant who was an employee of GMAC Commercial
Mortgage without a severance date was transferred and became 100% vested
in all contributions regardless of length of service.
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.
The Group controls and manages the operation and administration of the plan.
Fidelity Management Trust Company ("Fidelity") serves as the trustee of the
Plan.
6
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (continued)
-------------------------------------------------------------------------------
Contributions-- Annual additions to a participant's account are subject to
certain limitations imposed by the Plan, and the Internal Revenue Code
("IRC") limitations. Employees may elect to contribute to the Plan on a
pre-tax basis, in even multiples of 1% up to 99% of eligible compensation
(or the amount available after statutory and other benefit deductions are
taken). Contributions are subject to a limit of $15,000, plus as applicable,
the limit for age 50 or older catch-up contributions of $5,000 for the year
ended December 31, 2006. After one year of service, the Group will match
100% of a participant's contribution, up to 6% of compensation on a per
payroll period basis, to an annual matching limit of $3,000, subject to
adjusting contributions at the end of the year to provide the participant
with the same level of employer matching contribution as the participant
would have received if the participant made level contributions throughout
the year. Additional amounts may be contributed at the discretion of GMAC
Residential and RFC to non-highly compensated employees. Participants may
also contribute certain amounts representing distributions from other
qualified defined benefit or defined contribution Plans. Effective the first
payroll on or after March 1, 2006, the Plan automatically enrolled all
eligible GMAC Residential Holding Corporation and RFC employees into the
Plan. Unless the participant elects differently, participants are
automatically enrolled to contribute 2% of compensation on a pre-tax basis.
If the participant does not make an investment election, the contribution
will be invested into the Fidelity Puritan Fund, which is the Plan's default
investment option.
Investments-- Based on the participant's election, participant contributions
can be directed to any of several investment funds or options. As of
December 31, 2006, the Plan currently offers 20 mutual funds as investment
options for participants. Participants may elect to change contribution
elections daily and are permitted to change allocations among funds or
transfer balances between funds, in 1% increments, daily. Employer
contributions and discretionary contributions are made to the same fund
elections as the participant contributions. Effective November 30, 2006, the
GM Unitized Common Stock Fund investment option was eliminated from the
Plan. All investment balances in these investment options was liquidated.
Eligibility-- Employees, except those in an ineligible classification,
generally are eligible to make elective contributions to the Plan starting
on the first day of the calendar month following 30 days of employment.
Employees considered ineligible are those covered by a collective bargaining
agreement, part-time commissioned employees not eligible for fringe
benefits, part-time employees scheduled to work less than 20 hours per week,
temporary employees, those employed as mortgage loan agents by GMAC Home
Services, non-resident aliens with no United States source income, leased
employees (paid by an entity other than the Group), or independent
contractors. Temporary employees and those scheduled to work less than 20
hours per week become eligible once they complete one year of eligibility
service if they are employed by the Group on that date.
Participant Accounts-- Individual accounts are maintained for each Plan
participant. The Salary Reduction Account consists of a participant's
contributions. The Matching Account consists of the Group's contributions.
An account is also maintained for each participant that has rollover
contributions from a prior Qualified Plan and in 2005 a separate account was
established for Qualified Non-Elective Contributions ("QNEC"). The QNEC
consist of contributions made by the employer to eligible non-highly
compensated employees. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account. Any
increase or decrease in the market value of each investment category and all
accrued income, expense, and realized profit or loss are added to or
deducted from the account of each participant in proportion to account
balance.
7
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (continued)
-------------------------------------------------------------------------------
Vesting-- Participants are vested immediately in their contributions in the
Salary Reduction Account plus actual earnings thereon. Vesting in the
Group's contributions in the Matching Account plus earnings thereon is based
on years of service. The participants' Matching Account vested balance is
20% after one year of service and increases 20% per year thereafter until
becoming 100% (fully) vested after 5 years of service.
Participant Loans-- Participants may borrow from their fund accounts up to a
maximum of $50,000 or 50% of their account balance, whichever is less.
Interest on participant loans is determined by the Group based on rates
offered by commercial lenders for similar type loans. The interest rate on a
participant loan is the prime rate + 1%. Loan repayments generally are made
in level payments each pay period during the term of the loan. The loan term
is not to exceed ten years if the loan is used for the purchase of a home or
five years if the loan is used for any other purpose. Loans are funded
through the liquidation of the participant's related investments. Repayments
of principal and interest are reinvested based upon the participant's
current investment options.
Payment of Benefits-- On termination of service, a participant may generally
elect to withdraw his or her vested accrued benefit at any time subject to a
tax penalty if withdrawn prior to age 59 1/2. A participant's vested accrued
benefit may be withdrawn prior to termination because of financial hardship.
A participant will receive his or her withdrawal in a lump-sum payment. The
Plan was revised to include a partial payment distribution option in
addition to the current lump sum distribution payment option as the
participant or beneficiary elects, consistent with IRC minimum distribution
requirements. Distributions are ordinarily made in cash (or as a direct
rollover); however, a participant may also elect a distribution of shares of
stock to the extent that a participant's accrued benefit is invested in
employer stock.
Forfeitures-- At December 31, 2006 and 2005, forfeited non-vested accounts
totaled $1,373,401 and $1,585,330, respectively. These accounts will be used
to pay Plan expenses or reduce subsequent Group contributions. During the
year ended December 31, 2006 employer contributions were reduced by
approximately $1,400,000 from forfeited non-vested 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 Plan utilizes various investment instruments, such as
mutual funds and common stock. 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.
Investment Valuation and Income Recognition-- Except for the Plan's
investments in stable value funds, the Plan's investments are stated at fair
value. Quoted market prices are used to value investments. 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. The Stable value fund, which
is a common collective trust, is stated at fair value, based on the
valuation of the underlying assets, and then adjusted to contract value.
Fair value of the contract is calculated by discounting the related cash
flows based on current yields of similar instruments with comparable
durations. Participant loans are valued at the outstanding loan balances,
which approximate fair value.
8
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (continued)
-------------------------------------------------------------------------------
The Fidelity Managed Income Fund is a stable value fund that is a commingled
pool of the Fidelity Trust for Employee Benefit Plans. The fund may invest
in fixed interest insurance investment contracts, money market funds,
corporate and government bonds, mortgage-backed securities, bond funds, and
other fixed income securities. 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. Purchase and sales of securities are
recorded on a trade-date basis. Interest income is recorded on cash basis.
Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments
in the 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.
Adoption of new Accounting Pronouncement--The financial statements reflect
the 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 investment contracts at fair value as well as an additional
line item showing an adjustment of fully benefit contracts from fair value
to contract value. The statement of changes in net assets available for
benefit is presented on a contract value basis and was 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.
Payment of Benefits--Benefit payments to participants are recorded upon
distribution.
Administrative Expenses-- Administrative expenses of the Plan are paid by
the Plan as provided in the Plan document. No such expenses were incurred
for the year ended December 31, 2006. Advisory, auditing and accounting
services were paid for by the Group on behalf of the Plan. Costs for such
outside services amounted to approximately $301,481 during the year ended
December 31, 2006.
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Group 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, each participant's Matching Account becomes fully vested.
9
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (continued)
-------------------------------------------------------------------------------
4. INVESTMENTS AND INVESTMENT OPTIONS
Each of the following investments' market value represented five percent or
more of the Plan's assets available for benefits at December 31, 2006 and
2005:
December 31,
Investment description and number of shares 2006 2005
---- ----
Fidelity Management Trust Company:
Fidelity Contrafund (954,553 and 885,625
shares, respectively) $62,236,859 $57,353,121
Spartan US Equity Index Fund (2,048,857 and
2,408,331 shares respectively) 102,811,668 106,351,899
Puritan Fund (2,474,318 and 1,681,881
shares, respectively) 49,412,138 31,501,644
Managed Income Fund (51,602,742 and
57,992,817 shares, respectively) 50,991,351 57,272,621
Value Fund (484,451 and
480,711 shares, respectively) 39,046,786 36,476,407
Diversified International Fund (1,407,007
and 1,151,739 shares, respectively) 51,998,903 37,477,615
General Motors Unitized Common Stock Fund
(0 and 6,060,214 shares, respectively)* - 34,543,220
* Includes nonparticipant-directed
10
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (continued)
-------------------------------------------------------------------------------
During the year ended December 31, 2006 the Plan's investments, which
consist of mutual funds and individual stock funds (including gains and
losses on investments bought and sold, as well as held during the year),
appreciated (depreciated) in value as follows:
Asset Allocation Funds $1,474,456
Balanced Funds 2,182,511
Bond Funds (454,998)
Common Stock Funds 21,683,719
Growth & Income Funds 477,579
Growth Funds 19,365,137
International Growth Funds 5,465,864
Specialty Fund 629,742
----------
Net appreciation in fair value of investments $50,824,010
==========
The objective of the General Motors Unitized Common Stock Fund ("GMUS") was
to provide a General Motors stock investment option that can be traded and
accessed with the same frequency and timeliness as a mutual fund. This Fund
was primarily comprised of General Motors ("GM") Common Stock and a small
percentage of cash and/or other liquid investments ranging from 1 to 3
percent of total assets of the fund. The availability of the cash made it
possible to trade shares of GM Common Stock without waiting the mandatory
five-day settlement period. Participants had investments in the common stock
of Delphi, DirecTV, NewsCorp and Raytheon as a result of receiving
distributions of shares of stock to GM Shareholders from GM. Participants
had investments in the common stock of Wachovia as a result of receiving
distributions of shares of stock from a predecessor of GMAC Residential.
These investments had been included as nonparticipant-directed investments.
See Note 5 for more detailed financial information regarding the activity of
nonparticipant-directed investments.
11
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (continued)
-------------------------------------------------------------------------------
5. NONPARTICIPANT-DIRECTED INVESTMENTS
Prior to December 31, 2006, certain matching contributions from the Group
were considered nonparticipant-directed investments. During the year ended
December 31, 2006, the Group no longer allowed such investments for this
investment option (see Notes 4 and 7 for the investment option and related
investments) and participants made elections to transfer their current
balance to another investment. Information about the net assets and the
changes in net assets relating to the nonparticipant-directed investments as
of December 31, 2006 and for the year then ended is as follows:
At December 31,
2006 2005
---- ----
Nonparticipant-directed investments $ - $56,857,727
========== ==========
ADDITIONS:
Contributions:
Employer 16,905,422
Total contributions 16,905,422
----------
Investment income (loss):
Net depreciation in fair value of
investments (6,351,934)
Dividends 36,119
----------
Net investment loss (6,315,815)
DEDUCTIONS:
Benefits paid to participants (9,460,043)
Net transfers to participant-directed
investments (57,987,291)
----------
Total deductions (67,447,334)
----------
DECREASE IN NET ASSETS (56,857,727)
----------
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 56,857,727
----------
End of year $ -
==========
12
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (continued)
-------------------------------------------------------------------------------
6. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated August 20, 2002 that the Plan and related Trust were designed
in accordance with the applicable regulations of the IRC. The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is designed
and is currently operated in compliance with the applicable requirements of
the IRC. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
7. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are 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 a fund. The total balance for these Funds was
$305,647,403 and $321,765,649 at December 31, 2006 and 2005, respectively.
These investments earned income of $68,941,413 during the year ended
December 31, 2006
Through its GMUS investment option, the Plan had invested in the indirect
parent of the Group. See Note 5 for more detailed financial information
regarding the activity of nonparticipant-directed investments. During the
year ended December 31, 2006 participants had the following participant
directed and non-participant directed transactions in the Plan as a result
of the GMUS investment option. Effective November 30, 2006, the Plan no
longer allowed the GMUS investment option.
Total dollar amount of purchases $20,005,988
Total dollar amount of sales 75,790,719
8. 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.
2006
----
Statement of net assets available for benefits:
Net assets available for benefits per the
financial statements $543,518,418
Adjustment from fair value to contract
value for fully benefit-responsive
investment contracts (611,391)
-----------
Net assets available for benefits per the
Form 5500 $542,907,027
===========
Statement of changes in net assets
available for benefits:
Increase in Net Assets per the financial
statements $ 6,191,309
Adjustments from fair value to contract
value for fully benefit-responsive
investment contracts (611,391)
-----------
Net income per Form 5500 $ 5,579,918
===========
13
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005, AND
FOR THE YEAR ENDED DECEMBER 31, 2006 (concluded)
-------------------------------------------------------------------------------
9. SUBSEQUENT EVENTS
Effective January 1, 2007, the 401(k) plan was enhanced. The maximum
employer contribution was increased from $3,000 to $6,000, for associates
not employed under GMAC Home Services (GMAC Home Services is an entity
within GMAC Residential Holding). Two additional 401(k) plan contributions
were also added; a non-discretionary retirement contribution and a
discretionary profit sharing contribution. The non-discretionary retirement
contributions is a 2% annual of base compensation contribution while the
discretionary profit-sharing contribution allows for a 0% - 2% annual
contribution of base contribution.
Effective January 1, 2008, The GMAC Mortgage Group LLC Savings Incentive
Plan will merge into the GMAC LLC Retirement Savings Plan as part of an
initiative to consolidate all 401(k) plans for nine GMAC US subsidiaries. On
December 31, 2007, all assets will be transferred from the current Trustee,
Fidelity Investments, to the new Trustee, StateStreet Bank. The consolidated
plan will offer participants a revised set of investment choices.
Participants' investments will be mapped to investment funds that are in an
asset class similar to their current funds.
* * * * * *
14
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
---------------------------------------------------------------------------------------------------------
(a)(b) Identity of Issue, Borrower, (c) Description of Investment, (d) Cost (e) Current Value
Lessor or Similar Party Including Maturity Date,
Rate of Interest, Collateral,
par or Maturity Value
---------------------------------------------------------------------------------------------------------
Participant Loans
(maturing 2007 to 2017
at interest rates of
* Various Participants 5% to 10.5%) ** $10,431,171
* Fidelity Contrafund Growth Fund ** 62,236,859
* Fidelity Managed Income Fund Stable Value Fund ** 50,991,351
* Fidelity Retirement Government
Money Market Fund Money Market Fund ** 30
* Fidelity Blue Chip Growth Fund Growth & Income Fund ** 16,172,019
* Fidelity Small Cap Stock Fund Growth Fund ** 16,058,480
* Fidelity Spartan U.S. Equity
Index Fund Growth Fund ** 102,811,668
* Fidelity Puritan Fund Balanced Fund ** 49,412,138
* Fidelity Low-Price Stock Fund Growth Fund ** 24,564,537
* Fidelity Equity Income Fund Growth Fund ** 14,762,379
* Fidelity Freedom 2010 Fund Asset Allocation Fund ** 6,290,342
* Fidelity Freedom 2020 Fund Asset Allocation Fund ** 12,263,495
* Fidelity Freedom 2030 Fund Asset Allocation Fund ** 12,851,435
* Fidelity Freedom 2040 Fund International Growth Fund ** 5,003,280
(Continued)
15
THE GMAC MORTGAGE GROUP LLC SAVINGS INCENTIVE PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
---------------------------------------------------------------------------------------------------------
(a)(b) Identity of Issue, Borrower, (c) Description of Investment, (d) Cost (e) Current Value
Lessor or Similar Party Including Maturity Date,
Rate of Interest, Collateral,
par or Maturity Value
---------------------------------------------------------------------------------------------------------
* Fidelity Value Fund Growth Fund ** $39,046,786
* Third Avenue Real Estate
Value Fund Specialty Fund ** 8,316,177
* Phoenix Small Cap Val I Growth Fund ** 2,983,217
* Fidelity Diversified
International Fund International Growth Fund ** 51,988,903
* Fidelity Fixed Income Trust
Inflation Protected Bond Fund Bond Fund ** 3,200,365
* Janus Advisor Series Mid
Cap Value Growth Fund ** 18,833,446
* ING Partners Inc PIMCO
Total Return Portfolio Bond Fund ** 23,819,659
* Alger Fund MidCap Growth Portfolio Growth Fund ** 10,429,679
-----------
** $542,467,416
===========
* Party-in-interest
** Cost information is not required for participant-directed investments
and, therefore, is not included
(Concluded)
16