Parent and Guarantor Consolidating Financial Statements

Certain of our senior notes are guaranteed by 100% directly owned subsidiaries of Ally (the Guarantors). As of June 30, 2013, the Guarantors were, Ally US LLC and IB Finance Holding Company, LLC (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, the 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 the 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, the Guarantors, and nonguarantors.

Condensed Consolidating Statements of Comprehensive Income



Three months ended June 30, 2013 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	272		$	—		$	867		$	—		$	1,139
Interest and fees on finance receivables and loans — intercompany	13			—			20			(33		)	—
Interest on loans held-for-sale	—			—			3			—			3
Interest and dividends on available-for-sale investment securities	—			—			76			—			76
Interest-bearing cash	1			—			1			—			2
Interest-bearing cash — intercompany	—			—			2			(2		)	—
Operating leases	118			—			670			—			788
Total financing revenue and other interest income	404			—			1,639			(35		)	2,008
Interest expense
Interest on deposits	6			—			156			—			162
Interest on short-term borrowings	12			—			4			—			16
Interest on long-term debt	564			—			139			—			703
Interest on intercompany debt	21			—			14			(35		)	—
Total interest expense	603			—			313			(35		)	881
Depreciation expense on operating lease assets	102			—			397			—			499
Net financing (loss) revenue	(301		)	—			929			—			628
Dividends from subsidiaries
Nonbank subsidiaries	1,864			405			—			(2,269		)	—
Other revenue
Servicing fees	38			—			(19		)	—			19
Servicing asset valuation and hedge activities, net	—			—			(12		)	—			(12		)
Total servicing income, net	38			—			(31		)	—			7
Insurance premiums and service revenue earned	—			—			258			—			258
Loss on mortgage and automotive loans, net	—			—			(1		)	—			(1		)
Other gain on investments, net	—			—			64			—			64
Other income, net of losses	26			—			341			(293		)	74
Total other revenue	64			—			631			(293		)	402
Total net revenue	1,627			405			1,560			(2,562		)	1,030
Provision for loan losses	105			—			(16		)	—			89
Noninterest expense
Compensation and benefits expense	160			—			194			(102		)	252
Insurance losses and loss adjustment expenses	—			—			146			—			146
Other operating expenses	99			—			496			(192		)	403
Total noninterest expense	259			—			836			(294		)	801
Income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	1,263			405			740			(2,268		)	140
Income tax (benefit) expense from continuing operations	(231		)	—			271			—			40
Net income from continuing operations	1,494			405			469			(2,268		)	100
(Loss) income from discontinued operations, net of tax	(1,242		)	(47		)	262			—			(1,027		)
Undistributed income (loss) of subsidiaries
Bank subsidiary	207			207			—			(414		)	—
Nonbank subsidiaries	(1,386		)	(348		)	—			1,734			—
Net (loss) income	(927		)	217			731			(948		)	(927		)
Other comprehensive loss, net of tax	(181		)	(141		)	(253		)	394			(181		)
Comprehensive (loss) income	$	(1,108	)	$	76		$	478		$	(554	)	$	(1,108	)



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		$	—		$	938		$	4		$	1,140
Interest and fees on finance receivables and loans — intercompany	19			(1		)	5			(23		)	—
Interest on loans held-for-sale	6			—			14			—			20
Interest on trading assets	—			—			1			—			1
Interest and dividends on available-for-sale investment securities	—			—			77			—			77
Interest-bearing cash	6			—			3			—			9
Interest-bearing cash - intercompany	—			—			9			(9		)	—
Operating leases	35			—			526			—			561
Total financing revenue and other interest income	264			(1		)	1,573			(28		)	1,808
Interest expense
Interest on deposits	16			—			144			—			160
Interest on short-term borrowings	13			—			2			4			19
Interest on long-term debt	664			—			177			(4		)	837
Interest on intercompany debt	4			—			22			(26		)	—
Total interest expense	697			—			345			(26		)	1,016
Depreciation expense on operating lease assets	18			—			317			—			335
Net financing (loss) revenue	(451		)	(1		)	911			(2		)	457
Dividends from subsidiaries
Nonbank subsidiaries	179			—			—			(179		)	—
Other revenue
Servicing fees	50			—			63			—			113
Servicing asset valuation and hedge activities, net	—			—			46			—			46
Total servicing income, net	50			—			109			—			159
Insurance premiums and service revenue earned	—			—			261			—			261
(Loss) gain on mortgage and automotive loans, net	(3		)	—			89			—			86
Other gain on investments, net	—			—			64			—			64
Other income, net of losses	61			110			259			(286		)	144
Total other revenue	108			110			782			(286		)	714
Total net (loss) revenue	(164		)	109			1,693			(467		)	1,171
Provision for loan losses	(20		)	—			53			—			33
Noninterest expense
Compensation and benefits expense	182			109			89			(110		)	270
Insurance losses and loss adjustment expenses	—			—			149			—			149
Other operating expenses	805			—			(77		)	(176		)	552
Total noninterest expense	987			109			161			(286		)	971
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	(1,131		)	—			1,479			(181		)	167
Income tax (benefit) expense from continuing operations	(280		)	—			264			—			(16		)
Net (loss) income from continuing operations	(851		)	—			1,215			(181		)	183
Income (loss) from discontinued operations, net of tax	9			3			(1,094		)	1			(1,081		)
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	)



Six months ended June 30, 2013 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	431		$	—		$	1,843		$	—		$	2,274
Interest and fees on finance receivables and loans — intercompany	37			—			25			(62		)	—
Interest on loans held-for-sale	—			—			19			—			19
Interest and dividends on available-for-sale investment securities	—			—			144			—			144
Interest-bearing cash	2			—			3			—			5
Interest-bearing cash — intercompany	—			—			4			(4		)	—
Operating leases	214			—			1,308			—			1,522
Total financing revenue and other interest income	684			—			3,346			(66		)	3,964
Interest expense
Interest on deposits	15			—			311			—			326
Interest on short-term borrowings	24			—			8			—			32
Interest on long-term debt	1,124			—			285			(5		)	1,404
Interest on intercompany debt	20			—			40			(60		)	—
Total interest expense	1,183			—			644			(65		)	1,762
Depreciation expense on operating lease assets	164			—			770			—			934
Net financing (loss) revenue	(663		)	—			1,932			(1		)	1,268
Dividends from subsidiaries
Nonbank subsidiaries	5,163			3,659			—			(8,822		)	—
Other revenue
Servicing fees	82			—			19			—			101
Servicing asset valuation and hedge activities, net	—			—			(213		)	—			(213		)
Total servicing income, net	82			—			(194		)	—			(112		)
Insurance premiums and service revenue earned	—			—			517			—			517
Gain on mortgage and automotive loans, net	—			—			37			—			37
Other gain on investments, net	—			—			115			—			115
Other income, net of losses	77			—			766			(612		)	231
Total other revenue	159			—			1,241			(612		)	788
Total net revenue	4,659			3,659			3,173			(9,435		)	2,056
Provision for loan losses	229			—			(9		)	—			220
Noninterest expense
Compensation and benefits expense	352			—			417			(232		)	537
Insurance losses and loss adjustment expenses	—			—			261			—			261
Other operating expenses	157			—			1,184			(380		)	961
Total noninterest expense	509			—			1,862			(612		)	1,759
Income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	3,921			3,659			1,320			(8,823		)	77
Income tax (benefit) expense from continuing operations	(560		)	—			477			—			(83		)
Net income from continuing operations	4,481			3,659			843			(8,823		)	160
(Loss) income from discontinued operations, net of tax	(1,507		)	(34		)	1,546			1			6
Undistributed income (loss) of subsidiaries
Bank subsidiary	433			433			—			(866		)	—
Nonbank subsidiaries	(3,241		)	(2,400		)	—			5,641			—
Net income	166			1,658			2,389			(4,047		)	166
Other comprehensive loss, net of tax	(498		)	(719		)	(854		)	1,573			(498		)
Comprehensive (loss) income	$	(332	)	$	939		$	1,535		$	(2,474	)	$	(332	)



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		$	—		$	1,782		$	—		$	2,233
Interest and fees on finance receivables and loans — intercompany	57			—			13			(70		)	—
Interest on loans held-for-sale	11			—			40			—			51
Interest on trading assets	—			—			10			—			10
Interest and dividends on available-for-sale investment securities	—			—			151			—			151
Interest-bearing cash	7			—			4			—			11
Interest-bearing cash - intercompany	—			—			9			(9		)	—
Operating leases	87			—			981			—			1,068
Total financing revenue and other interest income	613			—			2,990			(79		)	3,524
Interest expense
Interest on deposits	33			—			290			—			323
Interest on short-term borrowings	33			—			3			—			36
Interest on long-term debt	1,387			—			338			(8		)	1,717
Interest on intercompany debt	(1		)	1			67			(67		)	—
Total interest expense	1,452			1			698			(75		)	2,076
Depreciation expense on operating lease assets	31			—			609			—			640
Net financing (loss) revenue	(870		)	(1		)	1,683			(4		)	808
Dividends from subsidiaries
Nonbank subsidiaries	320			—			—			(320		)	—
Other revenue
Servicing fees	102			—			133			—			235
Servicing asset valuation and hedge activities, net	—			—			(60		)	—			(60		)
Total servicing income, net	102			—			73			—			175
Insurance premiums and service revenue earned	—			—			531			—			531
(Loss) gain on mortgage and automotive loans, net	(4		)	—			110			—			106
Other gain on investments, net	—			—			153			—			153
Other income, net of losses	96			254			604			(600		)	354
Total other revenue	194			254			1,471			(600		)	1,319
Total net (loss) revenue	(356		)	253			3,154			(924		)	2,127
Provision for loan losses	58			—			73			—			131
Noninterest expense
Compensation and benefits expense	395			253			179			(254		)	573
Insurance losses and loss adjustment expenses	—			—			247			—			247
Other operating expenses	891			—			461			(346		)	1,006
Total noninterest expense	1,286			253			887			(600		)	1,826
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(1,700		)	—			2,194			(324		)	170
Income tax (benefit) expense from continuing operations	(548		)	—			533			—			(15		)
Net (loss) income from continuing operations	(1,152		)	—			1,661			(324		)	185
Income (loss) from discontinued operations, net of tax	19			6			(796		)	(2		)	(773		)
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	)

Condensed Consolidating Balance Sheet



June 30, 2013 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	726		$	29	$	537		$	—		$	1,292
Noninterest-bearing — intercompany	84			—		—			(84		)	—
Interest-bearing	3,151			—		3,331			—			6,482
Interest-bearing — intercompany	—			—		422			(422		)	—
Total cash and cash equivalents	3,961			29		4,290			(506		)	7,774
Investment securities	—			—		17,015			—			17,015
Loans held-for-sale, net	—			—		102			—			102
Finance receivables and loans, net
Finance receivables and loans, net	19,123			—		77,870			—			96,993
Intercompany loans to
Bank subsidiary	3,400			—		—			(3,400		)	—
Nonbank subsidiaries	3,176			—		1,789			(4,965		)	—
Allowance for loan losses	(314		)	—		(869		)	—			(1,183		)
Total finance receivables and loans, net	25,385			—		78,790			(8,365		)	95,810
Investment in operating leases, net	2,910			—		13,175			—			16,085
Intercompany receivables from
Bank subsidiary	82			—		—			(82		)	—
Nonbank subsidiaries	231			—		470			(701		)	—
Investment in subsidiaries
Bank subsidiary	14,530			14,530		—			(29,060		)	—
Nonbank subsidiaries	10,869			111		—			(10,980		)	—
Premiums receivable and other insurance assets	—			—		1,628			(17		)	1,611
Other assets	3,181			—		3,807			(287		)	6,701
Assets of operations held-for-sale	620			—		4,909			—			5,529
Total assets	$	61,769		$	14,670	$	124,186		$	(49,998	)	$	150,627
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	72		$	—		$	72
Noninterest-bearing — intercompany	—			—		84			(84		)	—
Interest-bearing	642			—		49,411			—			50,053
Total deposit liabilities	642			—		49,567			(84		)	50,125
Short-term borrowings	3,197			—		1,000			—			4,197
Long-term debt	31,640			—		32,894			—			64,534
Intercompany debt to
Nonbank subsidiaries	2,211			—		6,576			(8,787		)	—
Intercompany payables to
Bank subsidiary	100			—		—			(100		)	—
Nonbank subsidiaries	462			—		239			(701		)	—
Interest payable	806			—		193			—			999
Unearned insurance premiums and service revenue	—			—		2,301			—			2,301
Accrued expenses and other liabilities	3,546			100		1,684			(287		)	5,043
Liabilities of operations held-for-sale	—			—		4,263			—			4,263
Total liabilities	42,604			100		98,717			(9,959		)	131,462
Total equity	19,165			14,570		25,469			(40,039		)	19,165
Total liabilities and equity	$	61,769		$	14,670	$	124,186		$	(49,998	)	$	150,627


(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



Six months ended June 30, 2013 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash provided by operating activities	$	5,085		$	3,514		$	3,636		$	(8,822	)	$	3,413
Investing activities
Purchases of available-for-sale securities	—			—			(9,305		)	—			(9,305		)
Proceeds from sales of available-for-sale securities	—			—			3,700			—			3,700
Proceeds from maturities and repayments of available-for-sale securities	—			—			3,125			—			3,125
Net (increase) decrease in finance receivables and loans	(4,708		)	79			6,220			—			1,591
Net (increase) decrease in loans — intercompany	(1,463		)	251			(1,368		)	2,580			—
Net increase in operating lease assets	(798		)	—			(2,670		)	—			(3,468		)
Capital contributions to subsidiaries	(158		)	—			—			158			—
Returns of contributed capital	558			150						(708		)	—
Sales of mortgage servicing rights	—			—			911			—			911
Proceeds from sale of business units, net	1,120			554			5,259			—			6,933
Net change in restricted cash	—			(26		)	2,345			—			2,319
Other, net	(265		)	—			125			—			(140		)
Net cash (used in) provided by investing activities	(5,714		)	1,008			8,342			2,030			5,666
Financing activities
Net change in short-term borrowings — third party	103			36			(2,971		)	—			(2,832		)
Net (decrease) increase in deposits	(342		)	—			2,538			(45		)	2,151
Proceeds from issuance of long-term debt — third party	39			—			7,998			—			8,037
Repayments of long-term debt — third party	(461		)	(70		)	(17,234		)	—			(17,765		)
Net change in debt — intercompany	1,680			(271		)	1,140			(2,549		)	—
Dividends paid — third party	(401		)	—			—			—			(401		)
Dividends paid and returns of contributed capital — intercompany	—			(4,217		)	(5,312		)	9,529			—
Capital contributions from parent	—			29			129			(158		)	—
Net cash provided by (used in) financing activities	618			(4,493		)	(13,712		)	6,777			(10,810		)
Effect of exchange-rate changes on cash and cash equivalents	—			—			50			—			50
Net (decrease) increase in cash and cash equivalents	(11		)	29			(1,684		)	(15		)	(1,681		)
Adjustment for change in cash and cash equivalents of operations held-for-sale	—			—			1,942			—			1,942
Cash and cash equivalents at beginning of year	3,972			—			4,032			(491		)	7,513
Cash and cash equivalents at June 30	$	3,961		$	29		$	4,290		$	(506	)	$	7,774



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 and repayments 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 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
Net change in restricted cash	—			—			69			—			69
Other, net	(43		)	—			139			—			96
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 (decrease) increase in deposits	(245		)	—			3,218			—			2,973
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		)	—
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