Parent and Guarantor Consolidating Financial Statements

Certain of our senior notes are guaranteed by 100% directly owned subsidiaries of Ally (the Guarantors). As of March 31, 2013, the Guarantors included, Ally US LLC, IB Finance Holding Company, LLC (IB Finance), and GMAC Continental Corporation (GMAC Continental). In connection with the purchase and sale agreement with General Motors Financial (GMF) described in Note 2, all of the common stock of GMAC Continental was sold to GMF effective April 1, 2013 and pursuant to the terms of the applicable senior notes, the proceeds from the sale were reinvested in IB Finance. As a result, GMAC Continental ceased to be a subsidiary of Ally and is no longer a Guarantor. As of April 1, 2013, the Guarantors include Ally US LLC and IB Finance, each of which fully and unconditionally guarantee the senior notes on a joint and several basis.

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 Statements of Comprehensive Income



Three months ended March 31, 2013 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	159		$	—		$	976		$	—		$	1,135
Interest and fees on finance receivables and loans — intercompany	24			—			5			(29		)	—
Interest on loans held-for-sale	—			—			16			—			16
Interest and dividends on available-for-sale investment securities	—			—			68			—			68
Interest-bearing cash	1			—			2			—			3
Interest-bearing cash — intercompany	—			—			2			(2		)	—
Operating leases	96			—			638			—			734
Total financing revenue and other interest income	280			—			1,707			(31		)	1,956
Interest expense
Interest on deposits	9			—			155			—			164
Interest on short-term borrowings	12			—			4			—			16
Interest on long-term debt	560			—			146			(5		)	701
Interest on intercompany debt	(1		)	—			26			(25		)	—
Total interest expense	580			—			331			(30		)	881
Depreciation expense on operating lease assets	62			—			373			—			435
Net financing (loss) revenue	(362		)	—			1,003			(1		)	640
Dividends from subsidiaries
Nonbank subsidiaries	3,299			3,254			—			(6,553		)	—
Other revenue
Servicing fees	44			—			38			—			82
Servicing asset valuation and hedge activities, net	—			—			(201		)	—			(201		)
Total servicing income, net	44			—			(163		)	—			(119		)
Insurance premiums and service revenue earned	—			—			259			—			259
Gain on mortgage and automotive loans, net	—			—			38			—			38
Other gain on investments, net	—			—			51			—			51
Other income, net of losses	51			—			425			(319		)	157
Total other revenue	95			—			610			(319		)	386
Total net revenue	3,032			3,254			1,613			(6,873		)	1,026
Provision for loan losses	124			—			7			—			131
Noninterest expense
Compensation and benefits expense	192			—			223			(130		)	285
Insurance losses and loss adjustment expenses	—			—			115			—			115
Other operating expenses	58			—			688			(188		)	558
Total noninterest expense	250			—			1,026			(318		)	958
Income (loss) from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	2,658			3,254			580			(6,555		)	(63		)
Income tax (benefit) expense from continuing operations	(329		)	—			206			—			(123		)
Net income from continuing operations	2,987			3,254			374			(6,555		)	60
(Loss) income from discontinued operations, net of tax	(265		)	13			1,284			1			1,033
Undistributed income (loss) of subsidiaries
Bank subsidiary	226			226			—			(452		)	—
Nonbank subsidiaries	(1,855		)	(2,052		)	—			3,907			—
Net income	1,093			1,441			1,658			(3,099		)	1,093
Other comprehensive loss, net of tax	(317		)	(578		)	(601		)	1,179			(317		)
Comprehensive income	$	776		$	863		$	1,057		$	(1,920	)	$	776



Three months ended March 31, 2012 ($ in millions)	Parent			Guarantors		Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	253		$	—	$	844		$	(4	)	$	1,093
Interest and fees on finance receivables and loans — intercompany	38			1		8			(47		)	—
Interest on loans held-for-sale	5			—		26			—			31
Interest on trading assets	—			—		9			—			9
Interest and dividends on available-for-sale investment securities	—			—		74			—			74
Interest-bearing cash	1			—		1			—			2
Operating leases	52			—		455			—			507
Total financing revenue and other interest income	349			1		1,417			(51		)	1,716
Interest expense
Interest on deposits	17			—		146			—			163
Interest on short-term borrowings	20			—		1			(4		)	17
Interest on long-term debt	723			—		161			(4		)	880
Interest on intercompany debt	(5		)	1		45			(41		)	—
Total interest expense	755			1		353			(49		)	1,060
Depreciation expense on operating lease assets	13			—		292			—			305
Net financing (loss) revenue	(419		)	—		772			(2		)	351
Dividends from subsidiaries
Nonbank subsidiaries	141			—		—			(141		)	—
Other revenue
Servicing fees	52			—		70			—			122
Servicing asset valuation and hedge activities, net	—			—		(106		)	—			(106		)
Total servicing income, net	52			—		(36		)	—			16
Insurance premiums and service revenue earned	—			—		270			—			270
(Loss) gain on mortgage and automotive loans, net	(1		)	—		21			—			20
Other gain on investments, net	—			—		89			—			89
Other income, net of losses	35			144		345			(314		)	210
Total other revenue	86			144		689			(314		)	605
Total net (loss) revenue	(192		)	144		1,461			(457		)	956
Provision for loan losses	78			—		20			—			98
Noninterest expense
Compensation and benefits expense	213			144		90			(144		)	303
Insurance losses and loss adjustment expenses	—			—		98			—			98
Other operating expenses	86			—		538			(170		)	454
Total noninterest expense	299			144		726			(314		)	855
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(569		)	—		715			(143		)	3
Income tax (benefit) expense from continuing operations	(268		)	—		269			—			1
Net (loss) income from continuing operations	(301		)	—		446			(143		)	2
Income from discontinued operations, net of tax	10			3		298			(3		)	308
Undistributed income of subsidiaries
Bank subsidiary	223			223		—			(446		)	—
Nonbank subsidiaries	378			85		—			(463		)	—
Net income	310			311		744			(1,055		)	310
Other comprehensive income, net of tax	187			126		388			(514		)	187
Comprehensive income	$	497		$	437	$	1,132		$	(1,569	)	$	497

Condensed Consolidating Balance Sheet



March 31, 2013 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	554		$	—	$	489		$	—		$	1,043
Noninterest-bearing — intercompany	84			—		—			(84		)	—
Interest-bearing	2,700			—		3,694			—			6,394
Interest-bearing — intercompany	—			—		654			(654		)	—
Total cash and cash equivalents	3,338			—		4,837			(738		)	7,437
Investment securities	—			—		15,752			—			15,752
Loans held-for-sale, net	—			—		718			—			718
Finance receivables and loans, net
Finance receivables and loans, net	16,495			—		82,628			—			99,123
Intercompany loans to
Bank subsidiary	2,200			—		—			(2,200		)	—
Nonbank subsidiaries	3,285			—		109			(3,394		)	—
Allowance for loan losses	(253		)	—		(944		)	—			(1,197		)
Total finance receivables and loans, net	21,727			—		81,793			(5,594		)	97,926
Investment in operating leases, net	2,306			—		12,522			—			14,828
Intercompany receivables from
Bank subsidiary	968			2		—			(970		)	—
Nonbank subsidiaries	202			—		550			(752		)	—
Investment in subsidiaries
Bank subsidiary	14,513			14,513		—			(29,026		)	—
Nonbank subsidiaries	14,589			917		—			(15,506		)	—
Mortgage servicing rights	—			—		917			—			917
Premiums receivable and other insurance assets	—			—		1,617			(9		)	1,608
Other assets	2,567			—		5,762			(379		)	7,950
Assets of operations held-for-sale	900			453		17,725			(15		)	19,063
Total assets	$	61,110		$	15,885	$	142,193		$	(52,989	)	$	166,199
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	844		$	—		$	844
Noninterest-bearing — intercompany	—			—		84			(84		)	—
Interest-bearing	835			—		48,647			—			49,482
Total deposit liabilities	835			—		49,575			(84		)	50,326
Short-term borrowings	3,229			—		4,389			—			7,618
Long-term debt	31,941			—		35,680			—			67,621
Intercompany debt to
Nonbank subsidiaries	691			—		5,557			(6,248		)	—
Intercompany payables to
Bank subsidiary	934			2		—			(936		)	—
Nonbank subsidiaries	466			—		329			(795		)	—
Interest payable	732			—		240			—			972
Unearned insurance premiums and service revenue	—			—		2,286			—			2,286
Accrued expenses and other liabilities	1,775			111		2,163			(380		)	3,669
Liabilities of operations held-for-sale	33			425		12,775			—			13,233
Total liabilities	40,636			538		112,994			(8,443		)	145,725
Total equity	20,474			15,347		29,199			(44,546		)	20,474
Total liabilities and equity	$	61,110		$	15,885	$	142,193		$	(52,989	)	$	166,199


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



December 31, 2012 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	729		$	—	$	344		$	—		$	1,073
Noninterest-bearing — intercompany	39			—		—			(39		)	—
Interest-bearing	3,204			—		3,236			—			6,440
Interest-bearing — intercompany	—			—		452			(452		)	—
Total cash and cash equivalents	3,972			—		4,032			(491		)	7,513
Investment securities	—			—		14,178			—			14,178
Loans held-for-sale, net	—			—		2,576			—			2,576
Finance receivables and loans, net
Finance receivables and loans, net	12,486			—		86,569			—			99,055
Intercompany loans to
Bank subsidiary	1,600			—		—			(1,600		)	—
Nonbank subsidiaries	3,514			—		672			(4,186		)	—
Allowance for loan losses	(170		)	—		(1,000		)	—			(1,170		)
Total finance receivables and loans, net	17,430			—		86,241			(5,786		)	97,885
Investment in operating leases, net	2,003			—		11,547			—			13,550
Intercompany receivables from
Bank subsidiary	677			—		—			(677		)	—
Nonbank subsidiaries	315			334		378			(1,027		)	—
Investment in subsidiaries
Bank subsidiary	14,288			14,288		—			(28,576		)	—
Nonbank subsidiaries	19,180			3,723		—			(22,903		)	—
Mortgage servicing rights	—			—		952			—			952
Premiums receivable and other insurance assets	—			—		1,609			—			1,609
Other assets	2,514			—		9,968			(574		)	11,908
Assets of operations held-for-sale	855			762		30,582			(23		)	32,176
Total assets	$	61,234		$	19,107	$	162,063		$	(60,057	)	$	182,347
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	1,977		$	—		$	1,977
Noninterest-bearing — intercompany	—			—		39			(39		)	—
Interest-bearing	983			—		44,955			—			45,938
Total deposit liabilities	983			—		46,971			(39		)	47,915
Short-term borrowings	3,094			—		4,367			—			7,461
Long-term debt	32,342			—		42,219			—			74,561
Intercompany debt to
Nonbank subsidiaries	530			—		5,708			(6,238		)	—
Intercompany payables to
Bank subsidiary	752			—		—			(752		)	—
Nonbank subsidiaries	674			—		278			(952		)	—
Interest payable	748			—		184			—			932
Unearned insurance premiums and service revenue	—			—		2,296			—			2,296
Accrued expenses and other liabilities	2,187			451		4,517			(570		)	6,585
Liabilities of operations held-for-sale	26			725		21,948			—			22,699
Total liabilities	41,336			1,176		128,488			(8,551		)	162,449
Total equity	19,898			17,931		33,575			(51,506		)	19,898
Total liabilities and equity	$	61,234		$	19,107	$	162,063		$	(60,057	)	$	182,347


(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



Three months ended March 31, 2013 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash provided by operating activities	$	5,272		$	3,109		$	426		$	(6,553	)	$	2,254
Investing activities
Purchases of available-for-sale securities	—			—			(4,626		)	—			(4,626		)
Proceeds from sales of available-for-sale securities	—			—			1,543			—			1,543
Proceeds from maturities and repayments of available-for-sale securities	—			—			1,604			—			1,604
Net (increase) decrease in finance receivables and loans	(5,260		)	80			5,138			—			(42		)
Net (increase) decrease in loans — intercompany	(369		)	251			312			(194		)	—
Net increase in operating lease assets	(354		)	—			(1,357		)	—			(1,711		)
Capital contributions to subsidiaries	(126		)	—			—			126			—
Returns of contributed capital	158			149			—			(307		)	—
Proceeds from sale of business units, net	409			—			2,420			—			2,829
Net change in restricted cash	—			(26		)	1,093			—			1,067
Other, net	11			—			30			—			41
Net cash (used in) provided by investing activities	(5,531		)	454			6,157			(375		)	705
Financing activities
Net change in short-term borrowings — third party	135			35			348			—			518
Net (decrease) increase in deposits	(148		)	—			2,553			(45		)	2,360
Proceeds from issuance of long-term debt — third party	24			—			4,229			—			4,253
Repayments of long-term debt — third party	(347		)	(70		)	(11,028		)	—			(11,445		)
Net change in debt — intercompany	161			(271		)	118			(8		)	—
Dividends paid — third party	(200		)	—			—			—			(200		)
Dividends paid and returns of contributed capital — intercompany	—			(3,254		)	(3,606		)	6,860			—
Capital contributions from parent	—			—			126			(126		)	—
Net cash used in financing activities	(375		)	(3,560		)	(7,260		)	6,681			(4,514		)
Effect of exchange-rate changes on cash and cash equivalents	—			—			67			—			67
Net (decrease) increase in cash and cash equivalents	(634		)	3			(610		)	(247		)	(1,488		)
Adjustment for change in cash and cash equivalents of operations held-for-sale	—			(3		)	1,415			—			1,412
Cash and cash equivalents at beginning of year	3,972			—			4,032			(491		)	7,513
Cash and cash equivalents at March 31	$	3,338		$	—		$	4,837		$	(738	)	$	7,437



Three months ended March 31, 2012 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(412	)	$	12		$	2,688		$	(146	)	$	2,142
Investing activities
Purchases of available-for-sale securities	—			—			(3,172		)	—			(3,172		)
Proceeds from sales of available-for-sale securities	—			—			2,940			—			2,940
Proceeds from maturities and repayments of available-for-sale securities	—			—			1,222			—			1,222
Net (increase) decrease in finance receivables and loans	(3,691		)	26			(744		)	—			(4,409		)
Net decrease (increase) in loans — intercompany	1,649			(9		)	32			(1,672		)	—
Net decrease (increase) in operating lease assets	216			—			(1,219		)	—			(1,003		)
Capital contributions to subsidiaries	(44		)	—			—			44			—
Returns of contributed capital	366			—			—			(366		)	—
Proceeds from sale of business units, net	29			—			—			—			29
Net change in restricted cash	—			—			280			—			280
Other, net	(48		)	—			91			—			43
Net cash (used in) provided by investing activities	(1,523		)	17			(570		)	(1,994		)	(4,070		)
Financing activities
Net change in short-term borrowings — third party	231			3			(780		)	—			(546		)
Net increase in deposits	92			—			1,997			—			2,089
Proceeds from issuance of long-term debt — third party	859			5			9,885			—			10,749
Repayments of long-term debt — third party	(574		)	—			(9,450		)	—			(10,024		)
Net change in debt — intercompany	390			(8		)	(1,640		)	1,258			—
Dividends paid — third party	(200		)	—			—			—			(200		)
Dividends paid and returns of contributed capital — intercompany	—			(11		)	(501		)	512			—
Capital contributions from parent	—			—			44			(44		)	—
Net cash provided by (used in) by financing activities	798			(11		)	(445		)	1,726			2,068
Effect of exchange-rate changes on cash and cash equivalents	(136		)	—			(5		)	—			(141		)
Net (decrease) increase in cash and cash equivalents	(1,273		)	18			1,668			(414		)	(1		)
Adjustment for change in cash and cash equivalents of operations held-for-sale	—			—			45			—			45
Cash and cash equivalents at beginning of year	6,261			14			7,276			(516		)	13,035
Cash and cash equivalents at March 31	$	4,988		$	32		$	8,989		$	(930	)	$	13,079