Parent and Guarantor Consolidating Financial Statements

Certain of our senior notes are guaranteed by a group of subsidiaries (the Guarantors). The Guarantors, each of which is a 100% directly owned subsidiary of Ally Financial Inc., are Ally US LLC, IB Finance Holding Company, LLC, GMAC Latin America Holdings LLC, GMAC International Holdings B.V., and GMAC Continental Corporation. The Guarantors fully and unconditionally guarantee the senior notes on a joint and several basis. In order to simplify our note guarantor structure and to provide additional flexibility with respect to potential strategic transactions relating to our international operations, Ally is contemplating a series of transactions in which our note guarantors would be merged with and into or otherwise consolidated with IB Finance Holding Company, LLC.

The following financial statements present condensed consolidating financial data for (i) Ally Financial Inc. (on a parent company-only basis), (ii) the Guarantors, (iii) the nonguarantor subsidiaries (all other subsidiaries), and (iv) an elimination column for adjustments to arrive at (v) the information for the parent company, Guarantors, and nonguarantors on a consolidated basis.

Investments in subsidiaries are accounted for by the parent company and the Guarantors using the equity method for this presentation. Results of operations of subsidiaries are therefore classified in the parent company’s and Guarantors’ investment in subsidiaries accounts. The elimination entries set forth in the following condensed consolidating financial statements eliminate distributed and undistributed income of subsidiaries, investments in subsidiaries, and intercompany balances and transactions between the parent, Guarantors, and nonguarantors.

Condensed Consolidating Statement of Comprehensive Income



Three months ended June 30, 2012 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	198		$	7		$	1,482		$	4		$	1,691
Interest and fees on finance receivables and loans — intercompany	32			3			5			(40		)	—
Interest on loans held-for-sale	6			—			30			—			36
Interest on trading assets	—			—			2			—			2
Interest and dividends on available-for-sale investment securities	—			—			86			—			86
Interest-bearing cash	6			—			12			—			18
Interest-bearing cash — intercompany	—			—			9			(9		)	—
Operating leases	35			—			544			—			579
Total financing revenue and other interest income	277			10			2,170			(45		)	2,412
Interest expense
Interest on deposits	16			—			168			—			184
Interest on short-term borrowings	17			—			43			—			60
Interest on long-term debt	677			3			388			—			1,068
Interest on intercompany debt	—			4			40			(44		)	—
Total interest expense	710			7			639			(44		)	1,312
Depreciation expense on operating lease assets	18			—			300			—			318
Net financing (loss) revenue	(451		)	3			1,231			(1		)	782
Dividends from subsidiaries
Nonbank subsidiaries	179			—			—			(179		)	—
Other revenue
Servicing fees	50			—			166			—			216
Servicing asset valuation and hedge activities, net	—			—			(73		)	—			(73		)
Total servicing income, net	50			—			93			—			143
Insurance premiums and service revenue earned	—			—			359			—			359
(Loss) gain on mortgage and automotive loans, net	(3		)	—			137			—			134
Other gain on investments, net	—			—			66			—			66
Other income, net of losses	86			110			316			(286		)	226
Total other revenue	133			110			971			(286		)	928
Total net (loss) revenue	(139		)	113			2,202			(466		)	1,710
Provision for loan losses	(22		)	(2		)	53			—			29
Noninterest expense
Compensation and benefits expense	184			112			203			(110		)	389
Insurance losses and loss adjustment expenses	—			—			208			—			208
Other operating expenses	818			—			1,291			(176		)	1,933
Total noninterest expense	1,002			112			1,702			(286		)	2,530
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	(1,119		)	3			447			(180		)	(849		)
Income tax (benefit) expense from continuing operations	(267		)	—			282			—			15
Net (loss) income from continuing operations	(852		)	3			165			(180		)	(864		)
Income (loss) from discontinued operations, net of tax	10			—			(44		)	—			(34		)
Undistributed income (loss) of subsidiaries
Bank subsidiary	275			275			—			(550		)	—
Nonbank subsidiaries	(331		)	114			—			217			—
Net (loss) income	(898		)	392			121			(513		)	(898		)
Other comprehensive loss, net of tax	(206		)	(155		)	(425		)	580			(206		)
Comprehensive (loss) income	$	(1,104	)	$	237		$	(304	)	$	67		$	(1,104	)



Three months ended June 30, 2011 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	269		$	7		$	1,403		$	(4	)	$	1,675
Interest and fees on finance receivables and loans — intercompany	83			6			5			(94		)	—
Interest on loans held-for-sale	—			—			86			—			86
Interest on trading assets	—			—			3			—			3
Interest and dividends on available-for-sale investment securities	—			—			106			—			106
Interest and dividends on available-for-sale investment securities — intercompany	—			—			(2		)	2			—
Interest-bearing cash	1			—			14			—			15
Operating leases	307			—			291			—			598
Total financing revenue and other interest income	660			13			1,906			(96		)	2,483
Interest expense
Interest on deposits	16			—			155			—			171
Interest on short-term borrowings	13			1			73			—			87
Interest on long-term debt	915			3			413			—			1,331
Interest on intercompany debt	(4		)	6			94			(96		)	—
Total interest expense	940			10			735			(96		)	1,589
Depreciation expense on operating lease assets	69			—			107			—			176
Net financing (loss) revenue	(349		)	3			1,064			—			718
Dividends from subsidiaries
Nonbank subsidiaries	10			—			—			(10		)	—
Other revenue
Servicing fees	59			—			282			—			341
Servicing asset valuation and hedge activities, net	—			—			(105		)	—			(105		)
Total servicing income, net	59			—			177			—			236
Insurance premiums and service revenue earned	—			—			399			—			399
Gain on mortgage and automotive loans, net	20			—			96			—			116
Loss on extinguishment of debt	(25		)	—			—			—			(25		)
Other gain on investments, net	—			—			92			—			92
Other income, net of losses	(60		)	1			453			(155		)	239
Total other revenue	(6		)	1			1,217			(155		)	1,057
Total net (loss) revenue	(345		)	4			2,281			(165		)	1,775
Provision for loan losses	(44		)	1			93			—			50
Noninterest expense
Compensation and benefits expense	192			3			220			—			415
Insurance losses and loss adjustment expenses	—			—			227			—			227
Other operating expenses	117			1			929			(155		)	892
Total noninterest expense	309			4			1,376			(155		)	1,534
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(610		)	(1		)	812			(10		)	191
Income tax (benefit) expense from continuing operations	(141		)	5			219			—			83
Net (loss) income from continuing operations	(469		)	(6		)	593			(10		)	108
(Loss) income from discontinued operations, net of tax	(5		)	—			10			—			5
Undistributed income of subsidiaries
Bank subsidiary	245			245			—			(490		)	—
Nonbank subsidiaries	342			116			—			(458		)	—
Net income	113			355			603			(958		)	113
Other comprehensive income, net of tax	89			59			175			(234		)	89
Comprehensive income	$	202		$	414		$	778		$	(1,192	)	$	202



Six months ended June 30, 2012 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	451		$	15		$	2,903		$	—		$	3,369
Interest and fees on finance receivables and loans — intercompany	73			8			13			(94		)	—
Interest on loans held-for-sale	11			—			98			—			109
Interest on trading assets	—			—			13			—			13
Interest and dividends on available-for-sale investment securities	—			—			170			—			170
Interest-bearing cash	7			—			25			—			32
Interest-bearing cash — intercompany	—			—			9			(9		)	—
Operating leases	87			—			1,032			—			1,119
Total financing revenue and other interest income	629			23			4,263			(103		)	4,812
Interest expense
Interest on deposits	33			—			337			—			370
Interest on short-term borrowings	33			1			101			—			135
Interest on long-term debt	1,403			5			837			—			2,245
Interest on intercompany debt	(1		)	11			92			(102		)	—
Total interest expense	1,468			17			1,367			(102		)	2,750
Depreciation expense on operating lease assets	31			—			580			—			611
Net financing (loss) revenue	(870		)	6			2,316			(1		)	1,451
Dividends from subsidiaries
Nonbank subsidiaries	320			5			—			(325		)	—
Other revenue
Servicing fees	102			—			424			—			526
Servicing asset valuation and hedge activities, net	—			—			(64		)	—			(64		)
Total servicing income, net	102			—			360			—			462
Insurance premiums and service revenue earned	—			—			734			—			734
(Loss) gain on mortgage and automotive loans, net	(4		)	—			264			—			260
Other gain on investments, net	—			—			156			—			156
Other income, net of losses	145			255			703			(600		)	503
Total other revenue	243			255			2,217			(600		)	2,115
Total net (loss) revenue	(307		)	266			4,533			(926		)	3,566
Provision for loan losses	53			—			116			—			169
Noninterest expense
Compensation and benefits expense	400			259			459			(254		)	864
Insurance losses and loss adjustment expenses	—			—			367			—			367
Other operating expenses	911			1			2,083			(346		)	2,649
Total noninterest expense	1,311			260			2,909			(600		)	3,880
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(1,671		)	6			1,508			(326		)	(483		)
Income tax (benefit) expense from continuing operations	(521		)	—			600			—			79
Net (loss) income from continuing operations	(1,150		)	6			908			(326		)	(562		)
Income (loss) from discontinued operations, net of tax	17			—			(43		)	—			(26		)
Undistributed income of subsidiaries
Bank subsidiary	498			498			—			(996		)	—
Nonbank subsidiaries	47			199			—			(246		)	—
Net (loss) income	(588		)	703			865			(1,568		)	(588		)
Other comprehensive loss, net of tax	(19		)	(29		)	(37		)	66			(19		)
Comprehensive (loss) income	$	(607	)	$	674		$	828		$	(1,502	)	$	(607	)



Six months ended June 30, 2011 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	521		$	14		$	2,765		$	(4	)	$	3,296
Interest and fees on finance receivables and loans — intercompany	174			11			12			(197		)	—
Interest on loans held-for-sale	—			—			170			—			170
Interest on trading assets	—			—			6			—			6
Interest and dividends on available-for-sale investment securities	3			—			206			—			209
Interest-bearing cash	4			—			23			—			27
Operating leases	615			—			638			—			1,253
Total financing revenue and other interest income	1,317			25			3,820			(201		)	4,961
Interest expense
Interest on deposits	31			—			306			—			337
Interest on short-term borrowings	26			1			152			—			179
Interest on long-term debt	1,903			5			829			—			2,737
Interest on intercompany debt	(8		)	13			196			(201		)	—
Total interest expense	1,952			19			1,483			(201		)	3,253
Depreciation expense on operating lease assets	200			—			246			—			446
Net financing (loss) revenue	(835		)	6			2,091			—			1,262
Dividends from subsidiaries
Nonbank subsidiaries	511			—			—			(511		)	—
Other revenue
Servicing fees	139			—			559			—			698
Servicing asset valuation and hedge activities, net	—			—			(192		)	—			(192		)
Total servicing income, net	139			—			367			—			506
Insurance premiums and service revenue earned	—			—			798			—			798
Gain on mortgage and automotive loans, net	20			—			186			—			206
Loss on extinguishment of debt	(64		)	—			—			—			(64		)
Other gain on investments, net	9			—			167			—			176
Other income, net of losses	(45		)	1			790			(303		)	443
Total other revenue	59			1			2,308			(303		)	2,065
Total net (loss) revenue	(265		)	7			4,399			(814		)	3,327
Provision for loan losses	78			—			85			—			163
Noninterest expense
Compensation and benefits expense	390			5			444			—			839
Insurance losses and loss adjustment expenses	—			—			397			—			397
Other operating expenses	235			2			1,704			(303		)	1,638
Total noninterest expense	625			7			2,545			(303		)	2,874
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(968		)	—			1,769			(511		)	290
Income tax (benefit) expense from continuing operations	(289		)	5			297			—			13
Net (loss) income from continuing operations	(679		)	(5		)	1,472			(511		)	277
Loss from discontinued operations, net of tax	(10		)	—			(8		)	—			(18		)
Undistributed income of subsidiaries
Bank subsidiary	496			496			—			(992		)	—
Nonbank subsidiaries	452			313			—			(765		)	—
Net income	259			804			1,464			(2,268		)	259
Other comprehensive income, net of tax	64			171			317			(488		)	64
Comprehensive income	$	323		$	975		$	1,781		$	(2,756	)	$	323

Condensed Consolidating Balance Sheet



June 30, 2012 ($ in millions)	Parent (a)			Guarantors			Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	1,242		$	—		$	864		$	—		$	2,106
Interest-bearing	8,295			10			5,715			—			14,020
Interest-bearing — intercompany	—			—			995			(995		)	—
Total cash and cash equivalents	9,537			10			7,574			(995		)	16,126
Investment securities	—			—			13,366			—			13,366
Loans held-for-sale, net	623			—			1,377			—			2,000
Finance receivables and loans, net
Finance receivables and loans, net	18,206			390			101,317			—			119,913
Intercompany loans to
Bank subsidiary	2,375			—			—			(2,375		)	—
Nonbank subsidiaries	3,877			124			227			(4,228		)	—
Allowance for loan losses	(261		)	(1		)	(1,165		)	—			(1,427		)
Total finance receivables and loans, net	24,197			513			100,379			(6,603		)	118,486
Investment in operating leases, net	456			—			10,741			—			11,197
Intercompany receivables from
Bank subsidiary	353			—			—			(353		)	—
Nonbank subsidiaries	251			292			202			(745		)	—
Investment in subsidiaries
Bank subsidiary	13,636			13,636			—			(27,272		)	—
Nonbank subsidiaries	16,006			3,966			—			(19,972		)	—
Mortgage servicing rights	—			—			1,105			—			1,105
Premiums receivable and other insurance assets	—			—			1,887			—			1,887
Other assets	2,859			2			11,967			(818		)	14,010
Assets of operations held-for-sale	(20		)	—			403			—			383
Total assets	$	67,898		$	18,419		$	149,001		$	(56,758	)	$	178,560
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—		$	2,411		$	—		$	2,411
Interest-bearing	1,524			—			44,057			—			45,581
Total deposit liabilities	1,524			—			46,468			—			47,992
Short-term borrowings	2,958			145			2,907			—			6,010
Long-term debt	40,898			186			50,012			—			91,096
Intercompany debt to
Nonbank subsidiaries	1,041			181			6,376			(7,598		)	—
Intercompany payables to
Bank subsidiary	419			—			—			(419		)	—
Nonbank subsidiaries	473			1			206			(680		)	—
Interest payable	1,207			5			340			—			1,552
Unearned insurance premiums and service revenue	—			—			2,631			—			2,631
Reserves for insurance losses and loss adjustment expenses	—			—			477			—			477
Accrued expenses and other liabilities	1,015			300			9,700			(817		)	10,198
Liabilities of operations held-for-sale	—			—			241			—			241
Total liabilities	49,535			818			119,358			(9,514		)	160,197
Total equity	18,363			17,601			29,643			(47,244		)	18,363
Total liabilities and equity	$	67,898		$	18,419		$	149,001		$	(56,758	)	$	178,560


(a)	Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.



December 31, 2011 ($ in millions)	Parent (a)			Guarantors			Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	1,413		$	—		$	1,062		$	—		$	2,475
Interest-bearing	4,848			14			5,698			—			10,560
Interest-bearing — intercompany	—			—			516			(516		)	—
Total cash and cash equivalents	6,261			14			7,276			(516		)	13,035
Trading assets	—			—			622			—			622
Investment securities	—			—			15,135			—			15,135
Loans held-for-sale, net	425			—			8,132			—			8,557
Finance receivables and loans, net
Finance receivables and loans, net	15,151			476			99,128			—			114,755
Intercompany loans to
Bank subsidiary	4,920			—			—			(4,920		)	—
Nonbank subsidiaries	5,448			356			550			(6,354		)	—
Allowance for loan losses	(245		)	(2		)	(1,256		)	—			(1,503		)
Total finance receivables and loans, net	25,274			830			98,422			(11,274		)	113,252
Investment in operating leases, net	928			—			8,347			—			9,275
Intercompany receivables from
Bank subsidiary	82			—			—			(82		)	—
Nonbank subsidiaries	1,070			327			577			(1,974		)	—
Investment in subsidiaries
Bank subsidiary	13,061			13,061			—			(26,122		)	—
Nonbank subsidiaries	17,433			3,809			—			(21,242		)	—
Mortgage servicing rights	—			—			2,519			—			2,519
Premiums receivable and other insurance assets	—			—			1,853			—			1,853
Other assets	2,664			3			16,712			(638		)	18,741
Assets of operations held-for-sale	(174		)	—			1,244			—			1,070
Total assets	$	67,024		$	18,044		$	160,839		$	(61,848	)	$	184,059
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—		$	2,029		$	—		$	2,029
Interest-bearing	1,768			—			41,253			—			43,021
Total deposit liabilities	1,768			—			43,282			—			45,050
Short-term borrowings	2,756			136			4,788			—			7,680
Long-term debt	39,524			214			53,056			—			92,794
Intercompany debt to
Nonbank subsidiaries	574			492			10,724			(11,790		)	—
Intercompany payables to
Bank subsidiary	39			—			—			(39		)	—
Nonbank subsidiaries	1,266			1			750			(2,017		)	—
Interest payable	1,167			3			417			—			1,587
Unearned insurance premiums and service revenue	—			—			2,576			—			2,576
Reserves for insurance losses and loss adjustment expenses	—			—			580			—			580
Accrued expenses and other liabilities	559			323			13,839			(637		)	14,084
Liabilities of operations held-for-sale	—			—			337			—			337
Total liabilities	47,653			1,169			130,349			(14,483		)	164,688
Total equity	19,371			16,875			30,490			(47,365		)	19,371
Total liabilities and equity	$	67,024		$	18,044		$	160,839		$	(61,848	)	$	184,059


(a)	Amounts presented are based upon the legal transfer of the underlying assets to VIEs in order to reflect legal ownership.

Condensed Consolidating Statement of Cash Flows



Six months ended June 30, 2012 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(453	)	$	19		$	5,699		$	(325	)	$	4,940
Investing activities
Purchases of available-for-sale securities	—			—			(6,758		)	—			(6,758		)
Proceeds from sales of available-for-sale securities	—			—			5,636			—			5,636
Proceeds from maturities of available-for-sale securities	—			—			2,792			—			2,792
Net (increase) decrease in finance receivables and loans	(1,986		)	86			(5,575		)	—			(7,475		)
Proceeds from sales of finance receivables and loans	—			—			1,978			—			1,978
Net decrease (increase) in loans — intercompany	2,741			232			323			(3,296		)	—
Net decrease (increase) in operating lease assets	417			—			(2,875		)	—			(2,458		)
Capital contributions to subsidiaries	(51		)	—			—			51			—
Returns of contributed capital	1,666			—			—			(1,666		)	—
Net cash effect from deconsolidation of ResCap	—			—			(539		)	—			(539		)
Proceeds from sale of business units, net	29			—			487			—			516
Other, net	(43		)	—			208			—			165
Net cash provided by (used in) investing activities	2,773			318			(4,323		)	(4,911		)	(6,143		)
Financing activities
Net change in short-term borrowings — third party	202			8			(1,695		)	—			(1,485		)
Net increase in bank deposits	—			—			2,895			—			2,895
Proceeds from issuance of long-term debt — third party	2,542			—			16,581			—			19,123
Repayments of long-term debt — third party	(1,491		)	(27		)	(14,398		)	—			(15,916		)
Net change in debt — intercompany	466			(311		)	(2,972		)	2,817			—
Dividends paid — third party	(401		)	—			—			—			(401		)
Dividends paid and returns of contributed capital — intercompany	—			(11		)	(1,980		)	1,991			—
Capital contributions from parent	—			—			51			(51		)	—
Other, net	(245		)	—			323			—			78
Net cash provided by (used in) financing activities	1,073			(341		)	(1,195		)	4,757			4,294
Effect of exchange-rate changes on cash and cash equivalents	(117		)	—			78			—			(39		)
Net increase (decrease) in cash and cash equivalents	3,276			(4		)	259			(479		)	3,052
Adjustment for change in cash and cash equivalents of operations held-for-sale	—			—			39			—			39
Cash and cash equivalents at beginning of year	6,261			14			7,276			(516		)	13,035
Cash and cash equivalents at June 30,	$	9,537		$	10		$	7,574		$	(995	)	$	16,126



Six months ended June 30, 2011 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash provided by operating activities	$	4,533		$	218		$	124		$	(512	)	$	4,363
Investing activities
Purchases of available-for-sale securities	—			—			(10,982		)	—			(10,982		)
Proceeds from sales of available-for-sale securities	1,494			—			6,929			—			8,423
Proceeds from maturities of available-for-sale securities	1			—			2,385			—			2,386
Net (increase) decrease in finance receivables and loans	(7,165		)	4			(1,508		)	—			(8,669		)
Proceeds from sales of finance receivables and loans	1,346			—			—			—			1,346
Net decrease (increase) in loans — intercompany	3,078			(30		)	(24		)	(3,024		)	—
Net (increase) decrease in operating lease assets	(1,004		)	—			808			—			(196		)
Capital contributions to subsidiaries	(1,091		)	(500		)	—			1,591			—
Returns of contributed capital	4,037			—			—			(4,037		)	—
Proceeds from sale of business units, net	—			—			47			—			47
Other, net	(185		)	—			1,056			—			871
Net cash provided by (used in) investing activities	511			(526		)	(1,289		)	(5,470		)	(6,774		)
Financing activities
Net change in short-term borrowings — third party	(73		)	6			(160		)	—			(227		)
Net increase in bank deposits	—			—			2,570			—			2,570
Proceeds from issuance of long-term debt — third party	2,549			45			23,631			—			26,225
Repayments of long-term debt — third party	(4,598		)	(43		)	(18,310		)	—			(22,951		)
Net change in debt — intercompany	(199		)	24			(3,048		)	3,223			—
Dividends paid — third party	(419		)	—			—			—			(419		)
Dividends paid and returns of contributed capital — intercompany	—			(207		)	(4,342		)	4,549			—
Capital contributions from parent	—			500			1,091			(1,591		)	—
Other, net	254			—			297			—			551
Net cash (used in) provided by financing activities	(2,486		)	325			1,729			6,181			5,749
Effect of exchange-rate changes on cash and cash equivalents	—			—			(78		)	—			(78		)
Net increase in cash and cash equivalents	2,558			17			486			199			3,260
Adjustment for change in cash and cash equivalents of operations held-for-sale	—			—			(29		)	—			(29		)
Cash and cash equivalents at beginning of year	4,665			1			7,508			(504		)	11,670
Cash and cash equivalents at June 30,	$	7,223		$	18		$	7,965		$	(305	)	$	14,901