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 MORTGAGE GROUP SAVINGS INCENTIVE 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 Mortgage Group Savings Incentive Plan:
Independent Auditors' Report ............................ 3
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 and for the year ended,
December 31, 2001
Schedule H, Item 4i - Schedule of Assets Held for
Investment Purposes................................. 20
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
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Exhibit 23 - Independent Auditors' Consent................ 23
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 MORTGAGE GROUP
SAVINGS INCENTIVE PLAN
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(Name of Plan)
Date June 25, 2002 By
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/s/David C. Walker
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(David C. Walker,
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
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INDEPENDENT AUDITORS' REPORT
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To the Trustees and Participants of
The GMAC Mortgage Group Savings Incentive Plan
Horsham, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of The GMAC Mortgage Group Savings Incentive 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 of assets held
for investment purposes as of December 31, 2001 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. The supplemental schedule is the responsibility of the
Plan's management. Such supplemental schedule has been subjected to the auditing
procedures applied in our audits of the basic 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
Detroit, Michigan
May 23, 2002
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 2001 and
2000.
2001 2000
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Assets:
Investments (Note 7) $261,266,443 $242,490,271
Loans Receivable 5,709,390 5,905,859
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NET ASSETS AVAILABLE FOR BENEFITS $266,975,833 $248,396,130
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See notes to financial statements.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE
YEAR ENDED DECEMBER 31, 2001 and 2000.
2001 2000
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Interest and dividends $7,215,689 $20,029,238
Net depreciation in fair
value of investments(Note 7) (25,706,045) (46,456,195)
Contributions:
Employee 36,008,825 27,525,210
Employer - net 15,381,460 13,058,243
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Total contributions 51,390,285 40,583,453
Distributions to participants (19,450,712) (20,380,531)
Plan Transfers from acquisitions - 3,394,343
Rollovers 5,130,486 5,249,524
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Increase in net assets available
for benefits during the year 18,579,703 2,419,832
Net assets available for benefits,
beginning of year 248,396,130 245,976,298
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Net assets available for benefits,
end of year $266,975,833 $248,396,130
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See notes to financial statements.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
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1. INFORMATION CONCERNING THE PLAN
The GMAC Mortgage Group Savings Incentive Plan (the "Plan") was adopted by
action of the Board of Directors of GMAC Mortgage Group, Inc. (the
"Group") on April 30, 1986. The Plan was restated effective January 1,
1998. The Plan was amended as of November 29, 1999 and December 15, 2000
with an effective date of January 1, 1999 for both amendments. The Plan
was amended and restated effective January 1, 2001. The plan was amended
primarily to clarify existing plan features and to effect administrative
changes. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
The Plan is a defined contribution plan with a cash or deferred
arrangement for employees of the Group, its participating subsidiaries and
any related entities electing to adopt the Plan. The employees may elect
to participate and must meet certain eligibility requirements.
Subsidiaries or related entities participating in the Plan include:
GMAC Residential Holding Corporation ("GMAC Residential")
Residential Funding Corporation ("RFC")
GMAC Commercial Holding Corporation ("GMAC Commercial Mortgage")
The Plan is sponsored and administered by the Group. At December 31, 2001
and 2000, all assets were held in trust at Fidelity Management Trust
Company. A general description of the Plan provisions is incorporated in
the notes that follow. The Plan document includes a complete description
of the Plan provisions.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Acquisitions by the Group and subsidiaries affecting the Plan:
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2,3) Amount (4) Affected
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2000
GMAC Residential Holding Corp.
Koening & Strey 08/12/1999 Stock 200 Trust to Trust 2,094,000
Pacific Union Real
Estate Group 03/01/2000 Stock 150 Trust to Trust 1,300,000
Hammond Residential
Real Estate 03/13/2000 Net Assets 37 Rollover
GHS New York Metro Inc.04/17/2000 Net Assets 72 Rollover
Johnson & Johnson 07/17/2000 Net Assets 10 Rollover
Solomon Wilmington &
Associates 09/15/2000 Net Assets 4 Rollover
Siery & Kiem 10/24/2000 Net Assets 10 Rollover
RFC
ULG (CA) 04/01/2000 Net Assets 177 Rollover
GMAC Commercial Holding Corp.
CSC Cypress
Financial, Inc. 12/01/2000 Net Assets 6 Rollover
See notes on page 9.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Acquisitions by the Group and subsidiaries affecting the Plan:
Acquisition Acquisition Number of Type of Plan Year
Entity Acquired Date Type Employees Transfer (1,2,3) Amount (4) Affected
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2001
GMAC Residential Holding Corp.
Clayton National, Inc 03/31/2001 Net Assets 86 Rollover
GMAC Commercial Holding Corp.
Univest Financial
Services, LLC 01/09/2001 Net Assets 68 Rollover
Keystone Mortgage
Partners, LLC 02/02/2001 Net Assets 42 Rollover
Paramount Financial
Group, LLC 03/12/2001 Net Assets 135 Rollover
FASRE Field Services
Inc 04/06/2001 Net Assets 11 Rollover
Carey Kramer Company
08/09/2001 Net Assets 11 Rollover
FCC Health Capital
Group 10/01/2001 Net Assets 18 Rollover
See notes on page 9.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Notes:
(1) Trust to Trust transfers involve mapping the funds from the former
entity's plan to the Group's current plan. Funds are directly
transferred from the former entity's trustee to the Group's trustee.
(2) Rollovers afford the former entity's plan participants the
opportunity to roll their funds into the Group's Plan. Participants
are eligible to rollover to the Group's Plan as of the entity's
acquisition date.
(3) In all types of transfers, employees of the former entity are vested
in accordance with the Plan's vesting schedule and their original
dates of hire, except where noted.
(4) Approximate amount of assets to be transferred in a Trust to Trust
transfer is noted above. No amount is disclosed for Rollovers as
participants are not required to roll funds over to the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions (specifically, the fair value
of plan assets) that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results may differ from those
estimates.
The financial statements of the plan are prepared on the accrual method of
accounting. The significant accounting policies followed in the
preparation of the accompanying financial statements are as follows:
. Investment transactions are recorded on the trade date and investment
balances are stated at fair value. Assets are invested in common
stocks, mutual funds and pooled separate accounts and are carried at
quoted market price.
. Net appreciation in fair value of investments is computed based on the
fair value of investments at the beginning of the Plan year compared
with the fair value of investments at the end Plan year.
. Dividends and interest are included in income when earned based on the
term of the investments and the periods during which the investments
are owned by the Plan.
. Participant loans are valued at cost, which approximates fair value.
Balances in the loan fund are carried at the principal balance
outstanding.
. Distributions are recorded when paid.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
3. CONTRIBUTIONS TO THE PLAN
Annual additions to a participant's account are subject to certain
limitations imposed by the Plan and the Internal Revenue Code of 1986, as
amended ("the Code"). Employees may elect to contribute to the Plan on a
pre-tax basis, in even multiples of 1% of base compensation, up to 12% of
compensation (subject to a limit of $10,500 for the years ended December
31, 2001 and 2000). The participant contribution limitation is evaluated
annually by the Internal Revenue Service to determine if an adjustment for
cost of living increases is necessary to the extent permitted by the Code.
The Group will match a participant's contribution in cash up to 6% of
compensation, to an annual matching limit of $3,000. Employer
contributions are made to the General Motors Unitized Stock Fund. Based on
the participant's election, participant contributions can be directed to
any of several investment funds or options (see Note 7). 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.
4. VESTING
Two pre-tax basis accounts are maintained for each participant. The Salary
Reduction Account consists of a participant's contributions and is fully
vested. The Matching Account consists of the Group's contributions. A
participant's Matching Account vested balance is 20% after one year of
credited service and increases 20% per year thereafter until fully vested.
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
to the extent of the amount in the participant's Matching Account.
5. DISTRIBUTIONS
A participant may withdraw his or her vested accrued benefit at any time
after termination of employment, subject to an excise tax penalty if
withdrawn prior to age 59 1/2. Prior to termination of employment, the
participants vested accrued benefit may only be withdrawn because of
disability or financial hardship. A participant may elect to receive his
or her withdrawal in either a lump-sum payment, by purchase of various
annuities or over various periods of time. 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.
6. FORFEITURES
Upon termination, the non-vested portion of the participant's Matching
Account is forfeited. Participant forfeitures are used to reduce
subsequent Group contributions.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
7. INVESTMENT FUNDS OR OPTIONS
Participants may direct the plan trustee to make investments of
participant contributions in the investment options described below:
Fidelity Growth & Income Fund - The fund seeks long-term capital growth,
current income, and growth of income consistent with reasonable investment
risk. It invests in common stocks, securities convertible into common
stocks, preferred stocks, and fixed income securities.
Fidelity Magellan Fund - The fund seeks long-term capital appreciation by
investing in stocks of both well-known and lesser-known companies with
potentially above-average growth potential and a correspondingly higher
level of risk. Securities may be of foreign, domestic, and multinational
companies.
Fidelity Contrafund - The fund seeks long-term capital appreciation by
investing mainly in the securities of companies believed to be out of
favor or undervalued. The fund invests in common stocks and securities
convertible into common stock, but it may purchase other securities that
may produce capital appreciation.
Fidelity Managed Income Fund - The fund seeks to preserve capital and
provide a competitive level of income over time. It purchases
high-quality, short- and long-term investment contracts issued by
insurance companies, banks, and other approved financial institutions.
Fidelity Asset Manager Fund - The fund seeks a high total return with
reduced risk over the long term by allocating its assets among domestic
and foreign equities, bonds, and short-term instruments.
Fidelity Retirement Government Money Market Fund - The fund seeks as high
a level of current income as is consistent with the preservation of
principal and liquidity. It invests in obligations issued or guaranteed as
to principal and interest by the U.S. Government, its agencies or
instrumentalities, and in repurchase agreements secured by the
obligations.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Fidelity OTC Portfolio Fund - The fund seeks capital appreciation by
investing mainly in equity securities traded on the over-the-counter
market.
Fidelity Overseas Fund - The fund seeks long-term capital growth primarily
through investments in foreign securities. Investments may include common
stock, securities convertible to common stock, and debt instruments. Due
to currency fluctuations and the political and economic uncertainties
associated with foreign investments, the risks and potential rewards
relating to this fund are greater than funds which purchase U.S.
investments.
Fidelity Blue Chip Fund - This fund seeks long-term capital appreciation.
The fund normally invests at least 65% of assets in common stocks issued
by blue-chip companies. These companies are defined as companies with
market capitalizations of at least $200 million, if the company's stock is
included in the S&P 500 or the Dow Jones Industrial Average, or $1 billion
if not included in either index.
Fidelity Small Cap Stock Fund - The fund seeks capital appreciation by
investing mainly in equity securities of companies with small market
capitalization believed to be undervalued compared to others in their
industry. The fund may also invest in all types of equity securities and
may invest a portion of its assets in the stock of companies with larger
capitalization.
Fidelity Aggressive Growth Fund - This fund seeks capital appreciation by
investing primarily in common stocks of domestic and foreign issuers that
offer the potential for accelerated earning or revenue growth. The fund
focuses on investments in medium-sized companies, but may also invest
substantially in larger or smaller companies.
Fidelity Spartan U.S. Equity Index Fund - This fund seeks to provide
investment results that correspond to the total return (i.e., the
combination of capital changes and income) performance of common stocks of
companies publicly traded in the United States of America. The fund
invests at least 80% of assets in common stocks included in the S&P 500,
which broadly represents the performance of stocks publicly traded in the
United States of America. The fund may also lend securities to earn income
for the fund.
Fidelity Puritan Fund - The fund seeks high income with preservation of
capital and the potential for growth of capital. It invests in a broadly
diversified portfolio of high-yielding equity and debt securities.
Fidelity Ginnie Mae Fund - The fund seeks a high level of current income
by investing primarily in Government National Mortgage Association (Ginnie
Mae) securities and other securities that are guaranteed by the full faith
and credit of the U.S. Government and private issuers. Assets not invested
in Ginnie Maes may be invested in any type of U.S. or foreign debt or
other income producing investments.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Fidelity U.S. Bond Index Fund - This fund seeks to provide investment
results that correspond to the total return of the bonds in the Lehman
Brothers Aggregate Bond Index. Under normal conditions, the fund will
invest at least 80% of its total assets in bonds included in the Aggregate
Bond Index.
Fidelity Low-Price Stock Fund - The fund seeks capital appreciation and
normally invests at least 65% of total assets in low-priced common stocks
($35 or less at time of purchase), which can lead to investments in small
and medium-sized companies.
Fidelity Equity Income Fund - This fund seeks reasonable income and will
also consider the potential for capital appreciation. The fund seeks a
yield that exceeds the yield on the securities comprising the Standard &
Poor's 500 Index. Normally, this fund will invest at least 65% of total
assets in income-producing equity securities and potentially invests in
other types of equity securities and debt securities, including
lower-quality debt securities.
Fidelity Freedom Funds - These funds provide investment diversity based on
the projected years to retirement. A participant can choose the fund
tailored to their retirement specification. These funds eliminate the need
for the investor to determine the asset allocation. Six Fidelity Freedom
Funds are included in the plan. Fidelity Freedom Income Fund, Fidelity
Freedom 2000, Fidelity Freedom 2010, Fidelity Freedom 2020, Fidelity
Freedom 2030, and Fidelity Freedom 2040.
Fidelity Value Fund - The fund seeks capital appreciation by investing in
common stocks of companies believed to possess valuable fixed assets or to
be undervalued.
Fidelity Diversified International Fund - The fund seeks capital growth by
investing primarily in foreign securities. The fund invests primarily in
common stocks.
Fidelity Strategic Income Fund - The fund seeks a high level of current
income and may also seek capital appreciation. The fund invests primarily
in debt securities, including lower-quality debt securities, allocated
among four general investment categories: high yield securities, U.S.
Government and investment grade securities, emerging market securities,
and foreign-developed market securities.
General Motors Unitized Common Stock Fund - The objective is to provide a
General Motors stock investment option that can be traded and accessed
with the same frequency and timeliness as a Fidelity mutual fund. This
fund is primarily comprised of GM Common Stock and a small percentage of
cash and/or other liquid investments (usually 1-3%). The availability of
the cash makes it possible to trade shares of GM Common Stock without
waiting the mandatory five-day settlement period. During 2001 and 2000,
contributions to each participant's Matching Account were initially
invested in the GM Unitized Common Stock Fund.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Delphi Automotive Unitized Common Stock Fund - Effective May 28, 1999 GM
declared a special dividend which provided participants 0.70 shares of
common stock of Delphi Automotive Systems (Delphi) for every share held of
the GM $1-2/3 common stock. Since the Plan holds shares of the GM $1-2/3
common stock through its GM Unitized Common Stock Fund, Plan participants
were eligible to receive shares of Delphi Automotive Common Stock. Such
exchange to the Plan was recorded as a stock dividend and totaled
approximately $6.9 million.
This exchange required the addition of Delphi Automotive Unitized Common
Stock Fund, which will remain as an investment option through May 28,
2002; however, no further contributions or exchanges from any other
investment options into the Delphi Automotive Unitized Common Stock Fund
will be permitted during that time. Dividends, if any, paid on Delphi
Automotive Common Stock held will be transferred into the Fidelity
Retirement Government Money Market Fund.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all assets of this
fund. The value of each participant's account is determined each business
day by the number of units to the participant's credit, multiplied by the
current unit value. The return on a participant's investment is based on
the value of units, which, in turn, is determined by the market price of
the Delphi Automotive Common Stock, the amount of any dividends paid
thereon, and any interest earned on short-term investments held by the
fund.
General Motors Class H Common Stock Fund - Effective April 24, 2000, GM
offered to exchange a prorated percentage of approximately 25% of GM Class
H common stock for each share of $1-2/3 par value common stock that was
validly tendered and accepted by GM. All plan participants holding $1-2/3
par value common stock were eligible to participate in the exchange offer.
The prorated percentage (approximately 25%) was based on the number of
$1-2/3 par value shares tendered in the offer of approximately 335.8
million shares. The exchange was voluntary and expired on May 16, 2000.
This exchange required the addition of GM Class H Common Stock Fund, which
will remain as an investment option indefinitely; however, no further
contributions or exchanges from any other investment options into the GM
Class H Common Stock Fund will be permitted. Dividends, if any, paid on GM
Class H Common Stock held will be reinvested back into the GM H Stock
Fund.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all assets of this
fund. The value of each participant's account is determined each business
day by the number of units to the participant's credit, multiplied by the
current unit value. The return on a participant's investment is based on
the value of units, which, in turn, is determined by the market price of
the GM Class H Common Stock, the amount of any dividends paid thereon, and
any interest earned on short-term investments held by the fund.
First Union Financial Corp. Common Stock - Activity is limited to the
reinvestment of earnings and participant distributions. See information
regarding Wachovia Corporation Stock Fund.
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THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Wachovia Corporation Stock Fund - Effective September 4, 2001, First Union
Corporation and Wachovia Corporation merged and created the new Wachovia
Corporation. The First Union shares were converted to Wachovia Shares on a
one-for-one basis.
Raytheon Class A Common Stock Fund - Effective December 17, 1997, GM
spun-off the defense electronics business of Hughes Electronics, a GM
subsidiary (Hughes Defense), to holders of $1-2/3 par value and Class H
common stock, which was immediately followed by the merger of Hughes
Defense with Raytheon Company. In connection with the above transaction,
Raytheon Class A common stock was distributed to holders of GM $1-2/3 par
value and Class H common stocks. Plan participants holding Class H Common
Stock Fund units were allocated approximately .81 units of Raytheon Class
A units for each unit of GM Class H held. Plan participants holding GM
$1-2/3 par value Common Stock Fund units were allocated approximately .08
units of Raytheon Class A unit for each unit of GM $1-2/3 held. The
determination of the allocation ratio for units was based on the number of
units held in the Plan. Such exchange was recorded as a stock dividend and
totaled approximately $314 million of which $172 million and $142 million
were distributed to $1-2/3 par value common stockholders and Class H
common stockholders, respectively.
This exchange required the addition of Raytheon Unitized Common Stock
Fund, which will remain as an investment option through December 31, 2002;
however, no further contributions or exchanges from any other investment
options into the Raytheon Unitized Common Stock Fund will be permitted
during that time. Dividends, if any, paid on Raytheon Class A Common Stock
held will be invested in an income fund investment option prior to
allocation to participant's accounts.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all assets of this
fund. The value of each participant's account is determined each business
day by the number of units to the participant's credit, multiplied by the
current unit value. The return on a participant's investment is based on
the value of units, which, in turn, is determined by the market price of
the Raytheon Class A Common Stock, the amount of any dividends paid
thereon, and any interest earned on short-term investments held by the
fund.
Raytheon Common Stock Fund - Effective May 15, 2001, shares of Rayethon
Class A Common Stock Fund underwent a one-for-one stock swap and were
replaced by shares of Raytheon Common Stock.
- 15 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
The number of participants in each Investment Fund or Option as of
December 31, 2001 and 2000 is shown below. The sum of participation by
Investment Fund or Option is greater than the total number of Plan
participants because participation is allowed in more than one fund or
option.
Option 2001 2000
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Fidelity Growth & Income Fund 4,122 4,134
Fidelity Magellan Fund 4,195 4,167
Fidelity Contrafund 2,649 2,763
Fidelity Managed Income Fund 1,388 1,328
Fidelity Asset Manager Fund 1,342 1,339
Fidelity Retirement Government Money Market Fund 5,294 5,538
Fidelity OTC Portfolio Fund 2,102 2,258
Fidelity Overseas Fund 1,861 1,884
Fidelity Blue Chip Fund 2,124 1,890
Fidelity Small Cap Stock Fund 1,107 1,033
Fidelity Aggressive Growth Fund 1,360 1,116
Fidelity Spartan U.S. Equity Index Fund 902 726
Fidelity Puritan Fund 1,052 845
Fidelity Ginnie Mae Fund 860 609
Fidelity U.S. Bond Index Fund 811 367
Fidelity Low-Priced Stock Fund 683 150
Fidelity Equity Income Fund 382 118
Fidelity Freedom Income Fund 136 84
Fidelity Freedom 2000 Fund 115 104
Fidelity Freedom 2010 Fund 320 284
Fidelity Freedom 2020 Fund 505 470
Fidelity Freedom 2030 Fund 666 649
Fidelity Freedom 2040 Fund 66 21
Fidelity Value Fund 360 0
Fidelity Diversified International Fund 139 0
Fidelity Strategic Income Fund 0 0
General Motors Unitized Common Stock Fund 8,318 7,649
Delphi Automotive Unitized Common Stock Fund 3,637 4,172
General Motors Class H Common Stock Fund 580 670
First Union Financial Corp. Common Stock 0 21
Wachovia Corporation Stock Fund 17 0
Raytheon Common Stock Fund 1,874 0
Raytheon Class A Common Stock Fund 0 2,069
8. LOANS RECEIVABLE FROM PARTICIPANTS
Active participants in the Plan are generally eligible to borrow from the
Plan up to the lesser of $50,000 or 50% of the participant's vested
account balance. Interest on participant loans is determined by the Plan
Administrator based on rates offered by commercial lenders for similar
type loans. Loan repayments are in level monthly installments over a term
not to exceed five years. Loans are funded through the liquidation of the
participant's related investments. Repayments of principal are reinvested
based upon the participant's current investment options. During the year
ended December 31, 2001, there were approximately $3,147,000 and
$2,796,000 of new borrowings and principal repayments, respectively.
During the year ended December 31, 2000, there were approximately
$4,180,000 and $2,906,000 of new borrowings and principal repayments,
respectively. At December 31, 2001, there were 1,194 loans outstanding
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with an average balance and interest rate of $4,782 and 8.63%,
respectively. At December 31, 2000, there were 1,107 loans outstanding
with an average balance and interest rate of $5,287 and 9.21%,
respectively.
Two employees of the Group who serve on the Pension Committee also have
outstanding loans receivable. Loan activity for these individuals for the
years ended December 31, 2001 and 2000 is as follows:
2001 2000
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New Loans - $11,500
Principal Repayments 12,015 14,316
Average Balance at December 31 16,837 15,581
Average Rate 9.00% 9.040%
9. TAX STATUS
The Plan obtained its latest determination letter on July 13, 1995 in
which the Internal Revenue Service ("IRS") stated that the Plan, subject
to the adoption of several technical amendments, was in compliance with
the applicable requirements of the Internal Revenue Code. The Plan adopted
the technical amendments on August 9, 1995 to comply with the requirements
noted in the letter. Therefore, no provision for income taxes has been
included in the Plan's financial statements. The plan has submitted an
application for a determination letter request to the IRS on December 14,
2001 based on the plan's complete restatment effective January 1, 2001.
10. RELATED PARTY TRANSACTIONS
Advisory, auditing and accounting services are paid for by the Group on
behalf of the Plan. Costs for such outside services amounted to
approximately $223,000 and $282,000 during the years ended December 31,
2001 and 2000, respectively. The administrative expenses relating to the
funds are paid directly by the participants from the fund's assets and are
factored into the net asset value.
The Plan has invested in common stock of General Motors Corporation
("GM"), the indirect parent of the Group. See Note 12 for more detailed
financial information. During the years ended December 31, 2001 and 2000,
the Plan had the following GM stock transactions:
2001 2000
---- ----
Total dollar amount of purchases $21,641,714 $21,915,096
Total dollar amount of sales 8,948,748 13,089,496
-17-
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
11. SCHEDULE OF INVESTMENTS EXCEEDING 5% OF NET ASSETS
December 31,
Identity of Issue 2001 2000
---- ----
Fidelity Management Trust Company:
Growth and Income Fund (1,130,466 and
1,063,464 shares, respectively) $42,256,822 $44,771,817
Magellan Fund (303,929 and 269,566
shares, respectively) 31,675,539 32,159,193
Contrafund (505,003 and 475,305
shares, respectively) 21,598,983 23,370,751
Managed Income Fund (21,143,313 and
19,810,524 shares, respectively) 21,143,313 19,810,524
Retirement Government Money Market
(145,410,539 shares) 15,410,539 -
Asset Manager Fund (804,322 shares) - 13,528,701
General Motors Unitized Common
Stock Fund* (4,004,296 and 3,120,101
shares, respectively) 46,249,623 36,380,378
* Nonparticipant-directed
-18-
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
12. NONPARTICIPANT-DIRECTED INVESTMENTS
At December 31,
2001 2000
---- ----
Net Assets -
Common stock $49,887,958 $39,748,173
Year End December 31,
2001 2000
---- ----
Interest and dividends 1,805,871 $1,425,473
Net depreciation in fair value
of investments (2,214,292) (15,491,901)
Contributions:
Employee 1,710,152 1,143,694
Employer - gross 15,532,348 13,337,947
---------- ----------
Total contributions 17,242,500 14,481,641
Distributions to
participants (3,038,150) (3,308,137)
Rollovers 209,142 207,932
Transfers among investment
options (3,865,286) (4,998,157)
--------- ---------
Increase (decrease) in net
assets available for
benefits; during the year 10,139,785 (7,683,149)
Net assets available for
Benefits, beginning of
Year; 39,748,173 47,431,322
---------- ----------
Net assets available for
Benefits, end of year 49,887,958 $39,748,173
========== ==========
- 19 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
Market
Identity of Issue Description of Investment Cost Value
------------------------------------- -------------------------------------- ----------- ----------
Participant Loans (Interest rates from
6.00% to 10.75%) $5,709,390 $5,709,390
Fidelity Management Trust Company
Growth & Income Fund (2) Growth & Income Fund 43,057,203 42,256,822
Fidelity Management Trust Company
Magellan Fund (2) Growth Fund 33,605,377 31,675,539
Fidelity Management Trust Company
Contrafund (2) Growth Fund 25,405,628 21,598,983
Fidelity Management Trust Company
Managed Income Fund (2) Stable Value Fund 21,143,313 21,143,313
Fidelity Management Trust Company
Asset Manager Fund Asset Allocation Fund 14,267,708 13,015,981
Fidelity Management Trust Company
Retirement Government Money Market Fund
(2) Money Market Fund 15,410,539 15,410,539
Fidelity Management Trust Company
OTC Portfolio Fund Growth Fund 16,055,195 10,097,759
Fidelity Management Trust Company
Overseas Fund International Growth Fund 9,769,119 7,174,441
Fidelity Management Trust Company
Blue Chip Growth Fund Growth & Income Fund 10,433,028 8,554,535
Fidelity Management Trust Company
Small Cap Stock Fund Growth Fund 4,484,121 4,856,077
Fidelity Management Trust Company
Aggressive Growth Fund Growth Fund 6,817,274 3,515,217
Fidelity Management Trust Company
Spartan U.S. Equity Index Fund Growth Fund 5,118,362 4,478,131
-20 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
Market
Identity of Issue Description of Investment Cost Value
------------------------------------ ----------------------------------- ----------- ----------
Fidelity Management Trust Company
Puritan Fund Balanced Fund 4,711,374 4,398,569
Fidelity Management Trust Company
Ginnie Mae Fund Income Fund 3,611,941 3,647,357
Fidelity Management Trust Company
U.S. Bond Index Bond Fund 3,387,664 3,422,189
Fidelity Management Trust Company
Low-Price Stock Fund Growth Fund 2,486,523 2,714,350
Fidelity Management Trust Company
Equity Income Fund Growth Fund 990,364 947,704
Fidelity Management Trust Company
Freedom Income Fund Asset Allocation Fund 372,265 367,426
Freedom 2000 Fund Asset Allocation Fund 634,182 605,140
Freedom 2010 Fund Asset Allocation Fund 2,674,462 2,496,626
Freedom 2020 Fund Asset Allocation Fund 3,596,971 3,173,356
Freedom 2030 Fund Asset Allocation Fund 3,505,789 3,061,337
Freedom 2040 Fund Asset Allocation Fund 115,336 111,222
Fidelity Management Trust Company Growth Fund
Value Fund 975,547 1,007,875
Fidelity Management Trust Company International Growth Fund
Diversified International Fund 309,878 313,424
Fidelity Management Trust Company Bond Fund
Strategic Income Fund 1,049 1,035
- 21 -
THE GMAC MORTGAGE GROUP SAVINGS INCENTIVE PLAN
Schedule H, Item 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
Market
Identity of Issue Description of Investments Cost Value
--------------------------------------- --------------------------------------- ----------- -----------
Fidelity Management Trust Company
General Motors Unitized Common Stock
Fund (1)(2) Common Stock Fund 48,857,142 46,249,623
Fidelity Management Trust Company
Delphi Automotive Unitized Common Stock
Fund (1) Common Stock Fund 2,994,801 3,199,536
Fidelity Management Trust Company
GM Class H Common (1) Common Stock Fund 817,913 705,220
Wachovia
Wachovia Corporation Stock Fund Common Stock Fund 277,655 628,317
Raytheon Corp
Raytheon Common Stock (1)
Common Stock Fund 600,212 438,800
------------ ------------
TOTAL $292,197,326 $266,975,835
============ ============
(1) Party in interest.
(2) Individual investment represents 5% or more of the Plan's net assets.
- 22 -