Parent and Guarantor Condensed Consolidating Financial Statements

Certain of our senior notes issued by the parent are guaranteed by 100% directly owned subsidiaries of Ally (the Guarantors). As of September 30, 2014, 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. The financial statements have been restated to reflect the dissolution of a former nonguarantor subsidiary, GMAC Mortgage Group LLC.

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, 2014 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	16		$	—		$	1,098		$	—		$	1,114
Interest and fees on finance receivables and loans — intercompany	10			—			21			(31		)	—
Interest and dividends on available-for-sale investment securities	—			—			94			—			94
Interest-bearing cash	—			—			2			—			2
Interest-bearing cash — intercompany	—			—			1			(1		)	—
Operating leases	1			—			898			—			899
Total financing revenue and other interest income	27			—			2,114			(32		)	2,109
Interest expense
Interest on deposits	3			—			163			—			166
Interest on short-term borrowings	10			—			2			—			12
Interest on long-term debt	350			—			143			—			493
Interest on intercompany debt	22			—			10			(32		)	—
Total interest expense	385			—			318			(32		)	671
Depreciation expense on operating lease assets	(4		)	—			553			—			549
Net financing (loss) revenue	(354		)	—			1,243			—			889
Dividends from subsidiaries
Bank subsidiary	150			150			—			(300		)	—
Nonbank subsidiaries	141			—			—			(141		)	—
Other revenue
Servicing fees	6			—			—			—			6
Servicing asset valuation and hedge activities, net	—			—			—			—			—
Total servicing income, net	6			—			—			—			6
Insurance premiums and service revenue earned	—			—			246			—			246
(Loss) gain on mortgage and automotive loans, net	(2		)	—			2			—			—
Other gain on investments, net	—			—			45			—			45
Other income, net of losses	206			—			373			(501		)	78
Total other revenue	210			—			666			(501		)	375
Total net revenue	147			150			1,909			(942		)	1,264
Provision for loan losses	88			—			14			—			102
Noninterest expense
Compensation and benefits expense	153			—			199			(111		)	241
Insurance losses and loss adjustment expenses	—			—			97			—			97
Other operating expenses	252			—			542			(390		)	404
Total noninterest expense	405			—			838			(501		)	742
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	(346		)	150			1,057			(441		)	420
Income tax (benefit) expense from continuing operations	(68		)	—			195			—			127
Net (loss) income from continuing operations	(278		)	150			862			(441		)	293
Income from discontinued operations, net of tax	127			—			3			—			130
Undistributed income (loss) of subsidiaries
Bank subsidiary	150			150			—			(300		)	—
Nonbank subsidiaries	424			(2		)	—			(422		)	—
Net income	423			298			865			(1,163		)	423
Other comprehensive loss, net of tax	(55		)	(3		)	(50		)	53			(55		)
Comprehensive income	$	368		$	295		$	815		$	(1,110	)	$	368



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 (loss), 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	142			15			(243		)	—			(86		)
Undistributed income (loss) of subsidiaries
Bank subsidiary	235			235			—			(470		)	—
Nonbank subsidiaries	(19		)	5			—			14			—
Net income	91			255			255			(510		)	91
Other comprehensive income (loss), net of tax	4			(34		)	24			10			4
Comprehensive income	$	95		$	221		$	279		$	(500	)	$	95



Nine months ended September 30, 2014 ($ in millions)	Parent			Guarantors			Nonguarantors		Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(2	)	$	—		$	3,347	$	—		$	3,345
Interest and fees on finance receivables and loans — intercompany	26			—			64		(90		)	—
Interest on loans held-for-sale	—			—			1		—			1
Interest and dividends on available-for-sale investment securities	—			—			282		—			282
Interest-bearing cash	1			—			5		—			6
Interest-bearing — intercompany	—			—			4		(4		)	—
Operating leases	269			—			2,384		—			2,653
Total financing revenue and other interest income	294			—			6,087		(94		)	6,287
Interest expense
Interest on deposits	11			—			484		—			495
Interest on short-term borrowings	32			—			8		—			40
Interest on long-term debt	1,143			—			433		—			1,576
Interest on intercompany debt	68			—			26		(94		)	—
Total interest expense	1,254			—			951		(94		)	2,111
Depreciation expense on operating lease assets	164			—			1,436		—			1,600
Net financing (loss) revenue	(1,124		)	—			3,700		—			2,576
Dividends from subsidiaries
Bank subsidiary	1,650			1,650			—		(3,300		)	—
Nonbank subsidiaries	462			—			—		(462		)	—
Other revenue
Servicing fees	22			—			—		—			22
Servicing asset valuation and hedge activities, net	—			—			—		—			—
Total servicing income, net	22			—			—		—			22
Insurance premiums and service revenue earned	—			—			736		—			736
(Loss) gain on mortgage and automotive loans, net	(2		)	—			8		—			6
Loss on extinguishment of debt	(46		)	—			—		—			(46		)
Other gain on investments, net	—			—			129		—			129
Other income, net of losses	591			—			1,007		(1,384		)	214
Total other revenue	565			—			1,880		(1,384		)	1,061
Total net revenue	1,553			1,650			5,580		(5,146		)	3,637
Provision for loan losses	165			—			137		—			302
Noninterest expense
Compensation and benefits expense	441			—			604		(335		)	710
Insurance losses and loss adjustment expenses	—			—			353		—			353
Other operating expenses	648			—			1,614		(1,049		)	1,213
Total noninterest expense	1,089			—			2,571		(1,384		)	2,276
Income from continuing operations before income tax (benefit) expense and undistributed (loss) income of subsidiaries	299			1,650			2,872		(3,762		)	1,059
Income tax (benefit) expense from continuing operations	(309		)	—			594		—			285
Net income from continuing operations	608			1,650			2,278		(3,762		)	774
Income from discontinued operations, net of tax	172			—			27		—			199
Undistributed (loss) income of subsidiaries
Bank subsidiary	(802		)	(802		)	—		1,604			—
Nonbank subsidiaries	995			(2		)	—		(993		)	—
Net income	973			846			2,305		(3,151		)	973
Other comprehensive income, net of tax	126			116			124		(240		)	126
Comprehensive income	$	1,099		$	962		$	2,429	$	(3,391	)	$	1,099



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 (loss), 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	274			—			1,694			(575		)	1,393
Total noninterest expense	779			—			2,662			(920		)	2,521
Income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	3,467			3,659			2,033			(8,877		)	282
Income tax (benefit) expense from continuing operations	(748		)	—			693			—			(55		)
Net income from continuing operations	4,215			3,659			1,340			(8,877		)	337
(Loss) income from discontinued operations, net of tax	(1,365		)	(19		)	1,303			1			(80		)
Undistributed income (loss) of subsidiaries
Bank subsidiary	668			668			—			(1,336		)	—
Nonbank subsidiaries	(3,261		)	(2,395		)	—			5,656			—
Net income	257			1,913			2,643			(4,556		)	257
Other comprehensive loss, net of tax	(494		)	(753		)	(830		)	1,583			(494		)
Comprehensive (loss) income	$	(237	)	$	1,160		$	1,813		$	(2,973	)	$	(237	)

Condensed Consolidating Balance Sheet



September 30, 2014 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	932		$	—	$	386		$	—		$	1,318
Interest-bearing	1,300			—		3,081			—			4,381
Interest-bearing — intercompany	—			—		413			(413		)	—
Total cash and cash equivalents	2,232			—		3,880			(413		)	5,699
Investment securities	—			—		16,714			—			16,714
Loans held-for-sale, net	—			—		3			—			3
Finance receivables and loans, net
Finance receivables and loans, net	4,757			—		94,761			—			99,518
Intercompany loans to
Bank subsidiary	1,300			—		—			(1,300		)	—
Nonbank subsidiaries	5,603			—		1,777			(7,380		)	—
Allowance for loan losses	(104		)	—		(1,009		)	—			(1,113		)
Total finance receivables and loans, net	11,556			—		95,529			(8,680		)	98,405
Investment in operating leases, net	—			—		19,341			—			19,341
Intercompany receivables from
Bank subsidiary	518			—		—			(518		)	—
Nonbank subsidiaries	271			—		77			(348		)	—
Investment in subsidiaries
Bank subsidiary	15,770			15,770		—			(31,540		)	—
Nonbank subsidiaries	9,730			11		—			(9,741		)	—
Premiums receivable and other insurance assets	—			—		1,698			(20		)	1,678
Other assets	4,789			—		4,399			(2,436		)	6,752
Assets of operations held-for-sale	603			—		—			—			603
Total assets	$	45,469		$	15,781	$	141,641		$	(53,696	)	$	149,195
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	73		$	—		$	73
Interest-bearing	368			—		56,410			—			56,778
Total deposit liabilities	368			—		56,483			—			56,851
Short-term borrowings	3,376			—		1,879			—			5,255
Long-term debt	22,777			—		44,522			—			67,299
Intercompany debt to
Nonbank subsidiaries	2,190			—		6,903			(9,093		)	—
Intercompany payables to
Bank subsidiary	170			—		—			(170		)	—
Nonbank subsidiaries	573			—		142			(715		)	—
Interest payable	279			—		263			—			542
Unearned insurance premiums and service revenue	—			—		2,369			—			2,369
Accrued expenses and other liabilities	546			82		3,497			(2,436		)	1,689
Total liabilities	30,279			82		116,058			(12,414		)	134,005
Total equity	15,190			15,699		25,583			(41,282		)	15,190
Total liabilities and equity	$	45,469		$	15,781	$	141,641		$	(53,696	)	$	149,195


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



December 31, 2013 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	979		$	37	$	299		$	—		$	1,315
Interest-bearing	1,951			—		2,265			—			4,216
Interest-bearing — intercompany	—			—		410			(410		)	—
Total cash and cash equivalents	2,930			37		2,974			(410		)	5,531
Investment securities	—			—		17,083			—			17,083
Loans held-for-sale, net	—			—		35			—			35
Finance receivables and loans, net
Finance receivables and loans, net	6,673			—		93,655			—			100,328
Intercompany loans to
Bank subsidiary	600			—		—			(600		)	—
Nonbank subsidiaries	4,207			—		1,925			(6,132		)	—
Allowance for loan losses	(131		)	—		(1,077		)	—			(1,208		)
Total finance receivables and loans, net	11,349			—		94,503			(6,732		)	99,120
Investment in operating leases, net	3,172			—		14,508			—			17,680
Intercompany receivables from
Bank subsidiary	236			—		—			(236		)	—
Nonbank subsidiaries	439			—		588			(1,027		)	—
Investment in subsidiaries
Bank subsidiary	14,916			14,916		—			(29,832		)	—
Nonbank subsidiaries	10,029			68		—			(10,097		)	—
Premiums receivable and other insurance assets	—			—		1,634			(21		)	1,613
Other assets	4,691			—		6,880			(1,982		)	9,589
Assets of operations held-for-sale	516			—		—			—			516
Total assets	$	48,278		$	15,021	$	138,205		$	(50,337	)	$	151,167
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	60		$	—		$	60
Interest-bearing	440			—		52,850			—			53,290
Total deposit liabilities	440			—		52,910			—			53,350
Short-term borrowings	3,225			—		5,320			—			8,545
Long-term debt	25,819			—		43,646			—			69,465
Intercompany debt to
Nonbank subsidiaries	2,334			—		4,808			(7,142		)	—
Intercompany payables to
Bank subsidiary	197			—		—			(197		)	—
Nonbank subsidiaries	666			—		421			(1,087		)	—
Interest payable	709			—		179			—			888
Unearned insurance premiums and service revenue	—			—		2,314			—			2,314
Accrued expenses and other liabilities	680			93		3,606			(1,982		)	2,397
Total liabilities	34,070			93		113,204			(10,408		)	136,959
Total equity	14,208			14,928		25,001			(39,929		)	14,208
Total liabilities and equity	$	48,278		$	15,021	$	138,205		$	(50,337	)	$	151,167


(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, 2014 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash provided by operating activities	$	544		$	1,639		$	4,036		$	(3,761	)	$	2,458
Investing activities
Purchases of available-for-sale securities	—			—			(4,117		)	—			(4,117		)
Proceeds from sales of available-for-sale securities	—			—			2,974			—			2,974
Proceeds from maturities and repayments of available-for-sale securities	—			—			1,877			—			1,877
Net decrease (increase) in finance receivables and loans	1,669			—			(2,936		)	—			(1,267		)
Proceeds from sales of finance receivables and loans	—			—			1,557			—			1,557
Net (increase) decrease in loans — intercompany	(104		)	—			147			(43		)	—
Net decrease (increase) in operating lease assets	146			—			(3,411		)	—			(3,265		)
Capital contributions to subsidiaries	(744		)	—			—			744			—
Returns of contributed capital	1,251			—			—			(1,251		)	—
Proceeds from sale of business units, net	46			—			1			—			47
Net change in restricted cash	—			—			2,128			—			2,128
Other, net	(17		)	—			88			—			71
Net cash provided by (used in) investing activities	2,247			—			(1,692		)	(550		)	5
Financing activities
Net change in short-term borrowings — third party	151			—			(3,449		)	—			(3,298		)
Net (decrease) increase in deposits	(72		)	—			3,573			—			3,501
Proceeds from issuance of long-term debt — third party	2,310			—			16,632			—			18,942
Repayments of long-term debt — third party	(5,535		)	—			(15,704		)	—			(21,239		)
Net change in debt — intercompany	(143		)	—			104			39			—
Dividends paid — third party	(200		)	—			—			—			(200		)
Dividends paid and returns of contributed capital — intercompany	—			(1,676		)	(3,337		)	5,013			—
Capital contributions from parent	—			—			744			(744		)	—
Net cash used in financing activities	(3,489		)	(1,676		)	(1,437		)	4,308			(2,294		)
Effect of exchange-rate changes on cash and cash equivalents	—			—			(1		)	—			(1		)
Net (decrease) increase in cash and cash equivalents	(698		)	(37		)	906			(3		)	168
Cash and cash equivalents at beginning of year	2,930			37			2,974			(410		)	5,531
Cash and cash equivalents at September 30	$	2,232		$	—		$	3,880		$	(413	)	$	5,699



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	342			251			(1,376		)	783			—
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	(2,780		)	1,008			5,262			40			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		)	(664		)	(739		)	—
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		)	(11,834		)	8,842			(10,858		)
Effect of exchange-rate changes on cash and cash equivalents	—			—			47			—			47
Net (decrease) increase in cash and cash equivalents	(955		)	29			(1,997		)	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	3,977			—			4,027			(491		)	7,513
Cash and cash equivalents at September 30	$	3,022		$	29		$	3,982		$	(484	)	$	6,549