Parent and Guarantor Consolidating Financial Statements

Certain of our senior notes are guaranteed by 100% directly owned subsidiaries of Ally (the Guarantors). As of September 30, 2013, the Guarantors include 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 September 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	$	243		$	—		$	876		$	—		$	1,119
Interest and fees on finance receivables and loans — intercompany	12			—			21			(33		)	—
Interest and dividends on available-for-sale investment securities	—			—			85			—			85
Interest-bearing cash	1			—			2			—			3
Interest-bearing cash — intercompany	—			—			2			(2		)	—
Operating leases	141			—			691			—			832
Total financing revenue and other interest income	397			—			1,677			(35		)	2,039
Interest expense
Interest on deposits	5			—			158			—			163
Interest on short-term borrowings	11			—			4			—			15
Interest on long-term debt	469			—			140			—			609
Interest on intercompany debt	23			—			12			(35		)	—
Total interest expense	508			—			314			(35		)	787
Depreciation expense on operating lease assets	103			—			412			—			515
Net financing (loss) revenue	(214		)	—			951			—			737
Dividends from subsidiaries
Nonbank subsidiaries	54			—			—			(54		)	—
Other revenue
Servicing fees	36			—			(23		)	—			13
Servicing asset valuation and hedge activities, net	—			—			—			—			—
Total servicing income, net	36			—			(23		)	—			13
Insurance premiums and service revenue earned	—			—			251			—			251
Gain on mortgage and automotive loans, net	—			—			15			—			15
Loss on extinguishment of debt	(42		)	—			—			—			(42		)
Other gain on investments, net	—			—			41			—			41
Other income, net of losses	51			—			350			(308		)	93
Total other revenue	45			—			634			(308		)	371
Total net (loss) revenue	(115		)	—			1,585			(362		)	1,108
Provision for loan losses	69			—			72			—			141
Noninterest expense
Compensation and benefits expense	153			—			205			(113		)	245
Insurance losses and loss adjustment expenses	—			—			85			—			85
Other operating expenses	119			—			508			(195		)	432
Total noninterest expense	272			—			798			(308		)	762
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	(456		)	—			715			(54		)	205
Income tax (benefit) expense from continuing operations	(189		)	—			217			—			28
Net (loss) income from continuing operations	(267		)	—			498			(54		)	177
Income (loss) from discontinued operations, net of tax	152			15			(253		)	—			(86		)
Undistributed income (loss) of subsidiaries
Bank subsidiary	235			235			—			(470		)	—
Nonbank subsidiaries	(29		)	5			—			24			—
Net income	91			255			245			(500		)	91
Other comprehensive income (loss), net of tax	4			(34		)	24			10			4
Comprehensive income	$	95		$	221		$	269		$	(490	)	$	95



Three months ended September 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	$	228		$	—		$	913		$	—		$	1,141
Interest and fees on finance receivables and loans — intercompany	23			—			4			(27		)	—
Interest on loans held-for-sale	4			—			19			—			23
Interest and dividends on available-for-sale investment securities	—			—			64			—			64
Interest-bearing cash	7			—			1			—			8
Interest-bearing cash - intercompany	—			—			5			(5		)	—
Operating leases	50			—			581			—			631
Total financing revenue and other interest income	312			—			1,587			(32		)	1,867
Interest expense
Interest on deposits	14			—			144			—			158
Interest on short-term borrowings	15			—			5			—			20
Interest on long-term debt	680			—			175			(4		)	851
Interest on intercompany debt	1			—			27			(28		)	—
Total interest expense	710			—			351			(32		)	1,029
Depreciation expense on operating lease assets	29			—			337			—			366
Net financing (loss) revenue	(427		)	—			899			—			472
Dividends from subsidiaries
Nonbank subsidiaries	99			—			—			(99		)	—
Other revenue
Servicing fees	46			—			45			—			91
Servicing asset valuation and hedge activities, net	—			—			134			—			134
Total servicing income, net	46			—			179			—			225
Insurance premiums and service revenue earned	—			—			262			—			262
Gain on mortgage and automotive loans, net	2			—			140			—			142
Other loss on investments, net	—			—			(23		)	—			(23		)
Other income, net of losses	48			120			305			(304		)	169
Total other revenue	96			120			863			(304		)	775
Total net (loss) revenue	(232		)	120			1,762			(403		)	1,247
Provision for loan losses	55			—			50			—			105
Noninterest expense
Compensation and benefits expense	175			121			83			(122		)	257
Insurance losses and loss adjustment expenses	—			—			90			—			90
Other operating expenses	95			1			585			(183		)	498
Total noninterest expense	270			122			758			(305		)	845
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(557		)	(2		)	954			(98		)	297
Income tax (benefit) expense from continuing operations	(304		)	—			350			—			46
Net (loss) income from continuing operations	(253		)	(2		)	604			(98		)	251
(Loss) income from discontinued operations, net of tax	(8		)	—			141			—			133
Undistributed income of subsidiaries
Bank subsidiary	231			231			—			(462		)	—
Nonbank subsidiaries	414			62			—			(476		)	—
Net income	384			291			745			(1,036		)	384
Other comprehensive income, net of tax	218			241			539			(780		)	218
Comprehensive income	$	602		$	532		$	1,284		$	(1,816	)	$	602



Nine months ended September 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	$	674		$	—		$	2,719		$	—		$	3,393
Interest and fees on finance receivables and loans — intercompany	49			—			46			(95		)	—
Interest on loans held-for-sale	—			—			19			—			19
Interest and dividends on available-for-sale investment securities	—			—			229			—			229
Interest-bearing cash	3			—			5			—			8
Interest-bearing cash — intercompany	—			—			6			(6		)	—
Operating leases	355			—			1,999			—			2,354
Total financing revenue and other interest income	1,081			—			5,023			(101		)	6,003
Interest expense
Interest on deposits	20			—			469			—			489
Interest on short-term borrowings	35			—			12			—			47
Interest on long-term debt	1,593			—			425			(5		)	2,013
Interest on intercompany debt	43			—			52			(95		)	—
Total interest expense	1,691			—			958			(100		)	2,549
Depreciation expense on operating lease assets	267			—			1,182			—			1,449
Net financing (loss) revenue	(877		)	—			2,883			(1		)	2,005
Dividends from subsidiaries
Nonbank subsidiaries	5,217			3,659			—			(8,876		)	—
Other revenue
Servicing fees	118			—			(4		)	—			114
Servicing asset valuation and hedge activities, net	—			—			(213		)	—			(213		)
Total servicing income, net	118			—			(217		)	—			(99		)
Insurance premiums and service revenue earned	—			—			768			—			768
Gain on mortgage and automotive loans, net	—			—			52			—			52
Loss on extinguishment of debt	(42		)	—			—			—			(42		)
Other gain on investments, net	—			—			156			—			156
Other income, net of losses	128			—			1,116			(920		)	324
Total other revenue	204			—			1,875			(920		)	1,159
Total net revenue	4,544			3,659			4,758			(9,797		)	3,164
Provision for loan losses	298			—			63			—			361
Noninterest expense
Compensation and benefits expense	505			—			622			(345		)	782
Insurance losses and loss adjustment expenses	—			—			346			—			346
Other operating expenses	276			—			1,692			(575		)	1,393
Total noninterest expense	781			—			2,660			(920		)	2,521
Income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	3,465			3,659			2,035			(8,877		)	282
Income tax (benefit) expense from continuing operations	(749		)	—			694			—			(55		)
Net income from continuing operations	4,214			3,659			1,341			(8,877		)	337
(Loss) income from discontinued operations, net of tax	(1,355		)	(19		)	1,293			1			(80		)
Undistributed income (loss) of subsidiaries
Bank subsidiary	668			668			—			(1,336		)	—
Nonbank subsidiaries	(3,270		)	(2,395		)	—			5,665			—
Net income	257			1,913			2,634			(4,547		)	257
Other comprehensive loss, net of tax	(494		)	(753		)	(830		)	1,583			(494		)
Comprehensive (loss) income	$	(237	)	$	1,160		$	1,804		$	(2,964	)	$	(237	)



Nine months ended September 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	$	679		$	—		$	2,695		$	—		$	3,374
Interest and fees on finance receivables and loans — intercompany	80			—			17			(97		)	—
Interest on loans held-for-sale	15			—			59			—			74
Interest on trading assets	—			—			10			—			10
Interest and dividends on available-for-sale investment securities	—			—			215			—			215
Interest-bearing cash	14			—			5			—			19
Interest-bearing cash - intercompany	—			—			14			(14		)	—
Operating leases	137			—			1,562			—			1,699
Total financing revenue and other interest income	925			—			4,577			(111		)	5,391
Interest expense
Interest on deposits	47			—			434			—			481
Interest on short-term borrowings	48			—			8			—			56
Interest on long-term debt	2,067			—			513			(12		)	2,568
Interest on intercompany debt	—			1			94			(95		)	—
Total interest expense	2,162			1			1,049			(107		)	3,105
Depreciation expense on operating lease assets	60			—			946			—			1,006
Net financing (loss) revenue	(1,297		)	(1		)	2,582			(4		)	1,280
Dividends from subsidiaries
Nonbank subsidiaries	419			—			—			(419		)	—
Other revenue
Servicing fees	148			—			178			—			326
Servicing asset valuation and hedge activities, net	—			—			74			—			74
Total servicing income, net	148			—			252			—			400
Insurance premiums and service revenue earned	—			—			793			—			793
(Loss) gain on mortgage and automotive loans, net	(2		)	—			250			—			248
Other gain on investments, net	—			—			130			—			130
Other income, net of losses	144			374			909			(904		)	523
Total other revenue	290			374			2,334			(904		)	2,094
Total net (loss) revenue	(588		)	373			4,916			(1,327		)	3,374
Provision for loan losses	113			—			123			—			236
Noninterest expense
Compensation and benefits expense	570			374			262			(376		)	830
Insurance losses and loss adjustment expenses	—			—			337			—			337
Other operating expenses	986			1			1,046			(529		)	1,504
Total noninterest expense	1,556			375			1,645			(905		)	2,671
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(2,257		)	(2		)	3,148			(422		)	467
Income tax (benefit) expense from continuing operations	(852		)	—			883			—			31
Net (loss) income from continuing operations	(1,405		)	(2		)	2,265			(422		)	436
Income (loss) from discontinued operations, net of tax	11			6			(655		)	(2		)	(640		)
Undistributed income of subsidiaries
Bank subsidiary	729			729			—			(1,458		)	—
Nonbank subsidiaries	461			261			—			(722		)	—
Net (loss) income	(204		)	994			1,610			(2,604		)	(204		)
Other comprehensive income, net of tax	199			212			502			(714		)	199
Comprehensive (loss) income	$	(5	)	$	1,206		$	2,112		$	(3,318	)	$	(5	)

Condensed Consolidating Balance Sheet



September 30, 2013 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	695		$	29	$	339		$	—		$	1,063
Noninterest-bearing — intercompany	76			—		—			(76		)	—
Interest-bearing	2,251			—		3,235			—			5,486
Interest-bearing — intercompany	—			—		408			(408		)	—
Total cash and cash equivalents	3,022			29		3,982			(484		)	6,549
Investment securities	—			—		17,967			—			17,967
Loans held-for-sale, net	—			—		82			—			82
Finance receivables and loans, net
Finance receivables and loans, net	17,118			—		78,163			—			95,281
Intercompany loans to
Bank subsidiary	900			—		—			(900		)	—
Nonbank subsidiaries	3,866			—		1,797			(5,663		)	—
Allowance for loan losses	(303		)	—		(895		)	—			(1,198		)
Total finance receivables and loans, net	21,581			—		79,065			(6,563		)	94,083
Investment in operating leases, net	3,112			—		14,142			—			17,254
Intercompany receivables from
Bank subsidiary	164			—		—			(164		)	—
Nonbank subsidiaries	365			—		616			(981		)	—
Investment in subsidiaries
Bank subsidiary	14,740			14,740		—			(29,480		)	—
Nonbank subsidiaries	11,235			115		—			(11,350		)	—
Premiums receivable and other insurance assets	—			—		1,666			(17		)	1,649
Other assets	3,247			—		4,182			(370		)	7,059
Assets of operations held-for-sale	656			—		5,257			—			5,913
Total assets	$	58,122		$	14,884	$	126,959		$	(49,409	)	$	150,556
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	66		$	—		$	66
Noninterest-bearing — intercompany	—			—		76			(76		)	—
Interest-bearing	550			—		51,415			—			51,965
Total deposit liabilities	550			—		51,557			(76		)	52,031
Short-term borrowings	3,200			—		2,815			—			6,015
Long-term debt	27,986			—		32,715			—			60,701
Intercompany debt to
Nonbank subsidiaries	2,205			—		4,766			(6,971		)	—
Intercompany payables to
Bank subsidiary	303			—		—			(303		)	—
Nonbank subsidiaries	636			—		223			(859		)	—
Interest payable	717			—		261			—			978
Unearned insurance premiums and service revenue	—			—		2,332			—			2,332
Accrued expenses and other liabilities	3,464			85		1,657			(370		)	4,836
Liabilities of operations held-for-sale	—			—		4,602			—			4,602
Total liabilities	39,061			85		100,928			(8,579		)	131,495
Total equity	19,061			14,799		26,031			(40,830		)	19,061
Total liabilities and equity	$	58,122		$	14,884	$	126,959		$	(49,409	)	$	150,556


(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



Nine months ended September 30, 2013 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash provided by operating activities	$	5,198		$	3,514		$	4,528		$	(8,875	)	$	4,365
Investing activities
Purchases of available-for-sale securities	—			—			(12,747		)	—			(12,747		)
Proceeds from sales of available-for-sale securities	—			—			4,721			—			4,721
Proceeds from maturities and repayments of available-for-sale securities	—			—			3,893			—			3,893
Net (increase) decrease in finance receivables and loans	(3,527		)	79			6,192			—			2,744
Net decrease (increase) in loans — intercompany	347			251			(1,376		)	778			—
Net increase in operating lease assets	(1,111		)	—			(4,060		)	—			(5,171		)
Capital contributions to subsidiaries	(176		)	—			—			176			—
Returns of contributed capital	769			150						(919		)	—
Sales of mortgage servicing rights	—			—			911			—			911
Proceeds from sale of business units, net	1,123			554			5,260			—			6,937
Net change in restricted cash	—			(26		)	2,323			—			2,297
Other, net	(200		)	—			145			—			(55		)
Net cash (used in) provided by investing activities	(2,775		)	1,008			5,262			35			3,530
Financing activities
Net change in short-term borrowings — third party	105			36			(1,077		)	—			(936		)
Net (decrease) increase in deposits	(433		)	—			4,527			(37		)	4,057
Proceeds from issuance of long-term debt — third party	2,213			—			11,134			—			13,347
Repayments of long-term debt — third party	(6,331		)	(70		)	(20,324		)	—			(26,725		)
Net change in debt — intercompany	1,674			(271		)	(669		)	(734		)	—
Dividends paid — third party	(601		)	—			—			—			(601		)
Dividends paid and returns of contributed capital — intercompany	—			(4,217		)	(5,577		)	9,794			—
Capital contributions from parent	—			29			147			(176		)	—
Net cash used in financing activities	(3,373		)	(4,493		)	(11,839		)	8,847			(10,858		)
Effect of exchange-rate changes on cash and cash equivalents	—			—			47			—			47
Net (decrease) increase in cash and cash equivalents	(950		)	29			(2,002		)	7			(2,916		)
Adjustment for change in cash and cash equivalents of operations held-for-sale	—			—			1,952			—			1,952
Cash and cash equivalents at beginning of year	3,972			—			4,032			(491		)	7,513
Cash and cash equivalents at September 30	$	3,022		$	29		$	3,982		$	(484	)	$	6,549



Nine months ended September 30, 2012 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(104	)	$	34		$	5,339		$	(424	)	$	4,845
Investing activities
Purchases of available-for-sale securities	—			—			(9,592		)	—			(9,592		)
Proceeds from sales of available-for-sale securities	—			—			6,774			—			6,774
Proceeds from maturities and repayments of available-for-sale securities	—			—			4,940			—			4,940
Net (increase) decrease in finance receivables and loans	(1,857		)	84			(6,152		)	—			(7,925		)
Proceeds from sales of finance receivables and loans	352			—			1,977			—			2,329
Net decrease in loans — intercompany	1,989			227			281			(2,497		)	—
Net increase in operating lease assets	(928		)	—			(3,381		)	—			(4,309		)
Capital contributions to subsidiaries	(56		)	—			—			56			—
Returns of contributed capital	1,926			—			—			(1,926		)	—
Net cash effect from deconsolidation of ResCap	—			—			(539		)	—			(539		)
Proceeds from sale of business units, net	29			—			487			—			516
Net change in restricted cash	—			(20		)	112			—			92
Other, net	(155		)	—			138			—			(17		)
Net cash provided by (used in) investing activities	1,300			291			(4,955		)	(4,367		)	(7,731		)
Financing activities
Net change in short-term borrowings — third party	336			1			(2,010		)	—			(1,673		)
Net (decrease) increase in deposits	(436		)	—			5,116			(33		)	4,647
Proceeds from issuance of long-term debt — third party	3,092			—			24,428			—			27,520
Repayments of long-term debt — third party	(3,392		)	(46		)	(19,470		)	—			(22,908		)
Net change in debt — intercompany	474			(281		)	(2,216		)	2,023			—
Dividends paid — third party	(601		)	—			—			—			(601		)
Dividends paid and returns of contributed capital — intercompany	—			(11		)	(2,339		)	2,350			—
Capital contributions from parent	—			—			56			(56		)	—
Net cash (used in) provided by financing activities	(527		)	(337		)	3,565			4,284			6,985
Effect of exchange-rate changes on cash and cash equivalents	(53		)	—			52			—			(1		)
Net increase (decrease) in cash and cash equivalents	616			(12		)	4,001			(507		)	4,098
Adjustment for change in cash and cash equivalents of operations held-for-sale	—			—			24			—			24
Cash and cash equivalents at beginning of year	6,261			14			7,276			(516		)	13,035
Cash and cash equivalents at September 30	$	6,877		$	2		$	11,301		$	(1,023	)	$	17,157