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 March 31, 2015, 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, 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 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 March 31, 2015 ($ in millions)	Parent			Guarantors		Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	4		$	—	$	1,070		$	—		$	1,074
Interest and fees on finance receivables and loans — intercompany	10			—		16			(26		)	—
Interest on loans held-for-sale	—			—		24			—			24
Interest and dividends on available-for-sale investment securities	—			—		88			—			88
Interest-bearing cash	—			—		2			—			2
Interest-bearing cash — intercompany	—			—		2			(2		)	—
Operating leases	—			—		896			—			896
Total financing revenue and other interest income	14			—		2,098			(28		)	2,084
Interest expense
Interest on deposits	3			—		169			—			172
Interest on short-term borrowings	10			—		1			—			11
Interest on long-term debt	292			—		137			—			429
Interest on intercompany debt	19			—		9			(28		)	—
Total interest expense	324			—		316			(28		)	612
Depreciation expense on operating lease assets	—			—		622			—			622
Net financing (loss) revenue	(310		)	—		1,160			—			850
Dividends from subsidiaries
Bank subsidiary	125			125		—			(250		)	—
Nonbank subsidiaries	238			—		—			(238		)	—
Other revenue
Servicing fees	279			—		204			(473		)	10
Insurance premiums and service revenue earned	—			—		233			—			233
(Loss) gain on mortgage and automotive loans, net	(8		)	—		54			—			46
Loss on extinguishment of debt	(197		)	—		(1		)	—			(198		)
Other gain on investments, net	—			—		55			—			55
Other income, net of losses	72			—		152			(127		)	97
Total other revenue	146			—		697			(600		)	243
Total net revenue	199			125		1,857			(1,088		)	1,093
Provision for loan losses	100			—		16			—			116
Noninterest expense
Compensation and benefits expense	154			—		225			(124		)	255
Insurance losses and loss adjustment expenses	—			—		56			—			56
Other operating expenses	310			—		550			(476		)	384
Total noninterest expense	464			—		831			(600		)	695
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(365		)	125		1,010			(488		)	282
Income tax (benefit) expense from continuing operations	(115		)	—		218			—			103
Net (loss) income from continuing operations	(250		)	125		792			(488		)	179
Income from discontinued operations, net of tax	387			—		10			—			397
Undistributed income of subsidiaries
Bank subsidiary	180			180		—			(360		)	—
Nonbank subsidiaries	259			—		—			(259		)	—
Net income	576			305		802			(1,107		)	576
Other comprehensive income, net of tax	31			42		47			(89		)	31
Comprehensive income	$	607		$	347	$	849		$	(1,196	)	$	607



Three months ended March 31, 2014 ($ in millions)	Parent			Guarantors		Nonguarantors		Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(9	)	$	—	$	1,116	$	—		$	1,107
Interest and fees on finance receivables and loans — intercompany	11			—		21		(32		)	—
Interest and dividends on available-for-sale investment securities	—			—		95		—			95
Interest-bearing cash	—			—		3		—			3
Interest-bearing cash - intercompany	—			—		1		(1		)	—
Operating leases	91			—		779		—			870
Total financing revenue and other interest income	93			—		2,015		(33		)	2,075
Interest expense
Interest on deposits	4			—		159		—			163
Interest on short-term borrowings	11			—		4		—			15
Interest on long-term debt	388			—		146		—			534
Interest on intercompany debt	22			—		11		(33		)	—
Total interest expense	425			—		320		(33		)	712
Depreciation expense on operating lease assets	65			—		477		—			542
Net financing (loss) revenue	(397		)	—		1,218		—			821
Dividends from subsidiaries
Nonbank subsidiaries	121			—		—		(121		)	—
Other revenue
Servicing fees	9			—		—		—			9
Insurance premiums and service revenue earned	—			—		241		—			241
Loss on extinguishment of debt	(39		)	—		—		—			(39		)
Other gain on investments, net	—			—		43		—			43
Other income, net of losses	186			—		336		(455		)	67
Total other revenue	156			—		620		(455		)	321
Total net (loss) revenue	(120		)	—		1,838		(576		)	1,142
Provision for loan losses	48			—		89		—			137
Noninterest expense
Compensation and benefits expense	154			—		226		(126		)	254
Insurance losses and loss adjustment expenses	—			—		68		—			68
Other operating expenses	176			—		544		(329		)	391
Total noninterest expense	330			—		838		(455		)	713
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(498		)	—		911		(121		)	292
Income tax (benefit) expense from continuing operations	(114		)	—		208		—			94
Net (loss) income from continuing operations	(384		)	—		703		(121		)	198
Income from discontinued operations, net of tax	29			—		—		—			29
Undistributed income of subsidiaries
Bank subsidiary	239			239		—		(478		)	—
Nonbank subsidiaries	343			1		—		(344		)	—
Net income	227			240		703		(943		)	227
Other comprehensive income, net of tax	92			69		86		(155		)	92
Comprehensive income	$	319		$	309	$	789	$	(1,098	)	$	319

Condensed Consolidating Balance Sheet



March 31, 2015 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	945		$	—	$	607		$	—		$	1,552
Interest-bearing	1,700			—		4,384			—			6,084
Interest-bearing — intercompany	—			—		617			(617		)	—
Total cash and cash equivalents	2,645			—		5,608			(617		)	7,636
Federal funds sold and securities purchased under resale agreements	—			—		50			—			50
Investment securities	—			—		17,829			—			17,829
Loans held-for-sale, net	—			—		1,559			—			1,559
Finance receivables and loans, net
Finance receivables and loans, net	6,034			—		93,823			—			99,857
Intercompany loans to
Bank subsidiary	700			—		—			(700		)	—
Nonbank subsidiaries	1,745			—		1,566			(3,311		)	—
Allowance for loan losses	(129		)	—		(804		)	—			(933		)
Total finance receivables and loans, net	8,350			—		94,585			(4,011		)	98,924
Investment in operating leases, net	—			—		19,021			—			19,021
Intercompany receivables from
Bank subsidiary	493			—		—			(493		)	—
Nonbank subsidiaries	254			—		406			(660		)	—
Investment in subsidiaries
Bank subsidiary	16,171			16,171		—			(32,342		)	—
Nonbank subsidiaries	11,255			12		—			(11,267		)	—
Premiums receivable and other insurance assets	—			—		1,742			(20		)	1,722
Other assets	4,835			—		4,662			(2,714		)	6,783
Total assets	$	44,003		$	16,183	$	145,462		$	(52,124	)	$	153,524
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	79		$	—		$	79
Interest-bearing	310			—		60,486			—			60,796
Total deposit liabilities	310			—		60,565			—			60,875
Short-term borrowings	3,481			—		2,966			—			6,447
Long-term debt	20,774			—		44,986			—			65,760
Intercompany debt to
Nonbank subsidiaries	2,183			—		2,445			(4,628		)	—
Intercompany payables to
Bank subsidiary	187			—		—			(187		)	—
Nonbank subsidiaries	437			—		550			(987		)	—
Interest payable	227			—		213			—			440
Unearned insurance premiums and service revenue	—			—		2,374			—			2,374
Accrued expenses and other liabilities	470			82		3,856			(2,714		)	1,694
Total liabilities	28,069			82		117,955			(8,516		)	137,590
Total equity	15,934			16,101		27,507			(43,608		)	15,934
Total liabilities and equity	$	44,003		$	16,183	$	145,462		$	(52,124	)	$	153,524


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



December 31, 2014 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	986		$	—	$	362		$	—		$	1,348
Interest-bearing	1,300			—		2,928			—			4,228
Interest-bearing — intercompany	—			—		615			(615		)	—
Total cash and cash equivalents	2,286			—		3,905			(615		)	5,576
Investment securities	—			—		16,137			—			16,137
Loans held-for-sale, net	3			—		2,000			—			2,003
Finance receivables and loans, net
Finance receivables and loans, net	4,225			—		95,723			—			99,948
Intercompany loans to
Bank subsidiary	625			—		—			(625		)	—
Nonbank subsidiaries	3,500			—		1,770			(5,270		)	—
Allowance for loan losses	(102		)	—		(875		)	—			(977		)
Total finance receivables and loans, net	8,248			—		96,618			(5,895		)	98,971
Investment in operating leases, net	—			—		19,510			—			19,510
Intercompany receivables from
Bank subsidiary	219			—		—			(219		)	—
Nonbank subsidiaries	267			—		393			(660		)	—
Investment in subsidiaries
Bank subsidiary	15,967			15,967		—			(31,934		)	—
Nonbank subsidiaries	11,559			12		—			(11,571		)	—
Premiums receivable and other insurance assets	—			—		1,717			(22		)	1,695
Other assets	4,889			—		4,879			(2,466		)	7,302
Assets of operations held-for-sale	634			—		—			—			634
Total assets	$	44,072		$	15,979	$	145,159		$	(53,382	)	$	151,828
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	64		$	—		$	64
Interest-bearing	319			—		57,839			—			58,158
Total deposit liabilities	319			—		57,903			—			58,222
Short-term borrowings	3,338			—		3,724			—			7,062
Long-term debt	21,199			—		45,359			—			66,558
Intercompany debt to
Nonbank subsidiaries	2,385			—		4,125			(6,510		)	—
Intercompany payables to
Bank subsidiary	94			—		—			(94		)	—
Nonbank subsidiaries	454			—		354			(808		)	—
Interest payable	316			—		161			—			477
Unearned insurance premiums and service revenue	—			—		2,375			—			2,375
Accrued expenses and other liabilities	568			82		3,551			(2,466		)	1,735
Total liabilities	28,673			82		117,552			(9,878		)	136,429
Total equity	15,399			15,897		27,607			(43,504		)	15,399
Total liabilities and equity	$	44,072		$	15,979	$	145,159		$	(53,382	)	$	151,828


(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, 2015 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(189	)	$	125		$	799		$	(488	)	$	247
Investing activities
Net change in federal funds sold and securities purchased under resale agreements	—			—			(50		)	—			(50		)
Purchases of available-for-sale securities	—			—			(4,023		)	—			(4,023		)
Proceeds from sales of available-for-sale securities	—			—			1,523			—			1,523
Proceeds from maturities and repayments of available-for-sale securities	—			—			914			—			914
Net (increase) decrease in finance receivables and loans	(242		)	—			197			—			(45		)
Proceeds from sales of finance receivables and loans	—			—			1,577			—			1,577
Net decrease in loans — intercompany	374			—			205			(579		)	—
Net increase in operating lease assets	—			—			(110		)	—			(110		)
Capital contributions to subsidiaries	(24		)	—			—			24			—
Returns of contributed capital	222			—			—			(222		)	—
Proceeds from sale of business units, net	1,049			—			—			—			1,049
Net change in restricted cash	—			—			(121		)	—			(121		)
Other, net	(1		)	—			92			—			91
Net cash provided by investing activities	1,378			—			204			(777		)	805
Financing activities
Net change in short-term borrowings — third party	142			—			(760		)	—			(618		)
Net (decrease) increase in deposits	(9		)	—			2,661			—			2,652
Proceeds from issuance of long-term debt — third party	2,467			—			6,353			—			8,820
Repayments of long-term debt — third party	(3,161		)	—			(6,617		)	—			(9,778		)
Net change in debt — intercompany	(202		)	—			(374		)	576			—
Dividends paid — third party	(67		)	—			—			—			(67		)
Dividends paid and returns of contributed capital — intercompany	—			(125		)	(586		)	711			—
Capital contributions from parent	—			—			24			(24		)	—
Net cash (used in) provided by financing activities	(830		)	(125		)	701			1,263			1,009
Effect of exchange-rate changes on cash and cash equivalents	—			—			(1		)	—			(1		)
Net increase in cash and cash equivalents	359			—			1,703			(2		)	2,060
Cash and cash equivalents at beginning of year	2,286			—			3,905			(615		)	5,576
Cash and cash equivalents at March 31	$	2,645		$	—		$	5,608		$	(617	)	$	7,636



Three months ended March 31, 2014 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(207	)	$	(11	)	$	1,271		$	(121	)	$	932
Investing activities
Purchases of available-for-sale securities	—			—			(907		)	—			(907		)
Proceeds from sales of available-for-sale securities	—			—			1,354			—			1,354
Proceeds from maturities and repayments of available-for-sale securities	—			—			592			—			592
Net decrease (increase) in finance receivables and loans	1,918			—			(1,426		)	—			492
Net decrease (increase) in loans — intercompany	702			—			(84		)	(618		)	—
Net decrease (increase) in operating lease assets	563			—			(1,638		)	—			(1,075		)
Capital contributions to subsidiaries	(651		)	—			—			651			—
Returns of contributed capital	295			—			—			(295		)	—
Net change in restricted cash	—			—			1,580			—			1,580
Other, net	(1		)	—			112			—			111
Net cash provided by (used in) investing activities	2,826			—			(417		)	(262		)	2,147
Financing activities
Net change in short-term borrowings — third party	179			—			(3,563		)	—			(3,384		)
Net (decrease) increase in deposits	(19		)	—			2,036			—			2,017
Proceeds from issuance of long-term debt — third party	1,269			—			8,133			—			9,402
Repayments of long-term debt — third party	(4,635		)	—			(6,048		)	—			(10,683		)
Net change in debt — intercompany	85			—			(702		)	617			—
Dividends paid — third party	(68		)	—			—			—			(68		)
Dividends paid and returns of contributed capital — intercompany	—			—			(416		)	416			—
Capital contributions from parent	—			—			651			(651		)	—
Net cash (used in) provided by financing activities	(3,189		)	—			91			382			(2,716		)
Effect of exchange-rate changes on cash and cash equivalents	—			—			(1		)	—			(1		)
Net (decrease) increase in cash and cash equivalents	(570		)	(11		)	944			(1		)	362
Cash and cash equivalents at beginning of year	2,930			37			2,974			(410		)	5,531
Cash and cash equivalents at March 31	$	2,360		$	26		$	3,918		$	(411	)	$	5,893