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 June 30, 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 June 30, 2015 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(16	)	$	—		$	1,134		$	—		$	1,118
Interest and fees on finance receivables and loans — intercompany	2			—			5			(7		)	—
Interest on loans held-for-sale	—			—			14			—			14
Interest and dividends on available-for-sale investment securities	—			—			93			—			93
Interest-bearing cash and cash equivalents	1			—			1			—			2
Interest-bearing cash — intercompany	—			—			2			(2		)	—
Operating leases	—			—			860			—			860
Total financing revenue and other interest income	(13		)	—			2,109			(9		)	2,087
Interest expense
Interest on deposits	2			—			175			—			177
Interest on short-term borrowings	10			—			2			—			12
Interest on long-term debt	292			—			127			—			419
Interest on intercompany debt	6			—			3			(9		)	—
Total interest expense	310			—			307			(9		)	608
Depreciation expense on operating lease assets	—			—			563			—			563
Net financing (loss) revenue	(323		)	—			1,239			—			916
Dividends from subsidiaries
Bank subsidiary	400			400			—			(800		)	—
Nonbank subsidiaries	248			—			—			(248		)	—
Other revenue
Servicing fees	278			—			207			(475		)	10
Insurance premiums and service revenue earned	—			—			237			—			237
Gain on mortgage and automotive loans, net	—			—			1			—			1
Loss on extinguishment of debt	(156		)	—			—			—			(156		)
Other gain on investments, net	—			—			45			—			45
Other income, net of losses	49			—			127			(102		)	74
Total other revenue	171			—			617			(577		)	211
Total net revenue	496			400			1,856			(1,625		)	1,127
Provision for loan losses	(36		)	—			176			—			140
Noninterest expense
Compensation and benefits expense	139			—			197			(100		)	236
Insurance losses and loss adjustment expenses	—			—			122			—			122
Other operating expenses	310			—			533			(477		)	366
Total noninterest expense	449			—			852			(577		)	724
Income from continuing operations before income tax (benefit) expense and undistributed (loss) income of subsidiaries	83			400			828			(1,048		)	263
Income tax (benefit) expense from continuing operations	(87		)	—			181			—			94
Net income from continuing operations	170			400			647			(1,048		)	169
(Loss) income from discontinued operations, net of tax	(15		)	—			28			—			13
Undistributed (loss) income of subsidiaries
Bank subsidiary	(132		)	(132		)	—			264			—
Nonbank subsidiaries	159			—			—			(159		)	—
Net income	182			268			675			(943		)	182
Other comprehensive (loss) income, net of tax	(148		)	(67		)	(166		)	233			(148		)
Comprehensive income	$	34		$	201		$	509		$	(710	)	$	34



Three months ended June 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	$	(9	)	$	—		$	1,133	$	—		$	1,124
Interest and fees on finance receivables and loans — intercompany	5			—			22		(27		)	—
Interest on loans held-for-sale	—			—			1		—			1
Interest and dividends on available-for-sale investment securities	—			—			93		—			93
Interest-bearing cash and cash equivalents	1			—			—		—			1
Interest-bearing cash - intercompany	—			—			2		(2		)	—
Operating leases	177			—			707		—			884
Total financing revenue and other interest income	174			—			1,958		(29		)	2,103
Interest expense
Interest on deposits	4			—			162		—			166
Interest on short-term borrowings	11			—			2		—			13
Interest on long-term debt	405			—			144		—			549
Interest on intercompany debt	24			—			5		(29		)	—
Total interest expense	444			—			313		(29		)	728
Depreciation expense on operating lease assets	103			—			406		—			509
Net financing (loss) revenue	(373		)	—			1,239		—			866
Dividends from subsidiaries
Bank subsidiaries	1,500			1,500			—		(3,000		)	—
Nonbank subsidiaries	200			—			—		(200		)	—
Other revenue
Servicing fees	7			—			—		—			7
Insurance premiums and service revenue earned	—			—			249		—			249
Gain on mortgage and automotive loans, net	—			—			6		—			6
Loss on extinguishment of debt	(7		)	—			—		—			(7		)
Other gain on investments, net	—			—			41		—			41
Other income, net of losses	199			—			298		(428		)	69
Total other revenue	199			—			594		(428		)	365
Total net revenue	1,526			1,500			1,833		(3,628		)	1,231
Provision for loan losses	29			—			34		—			63
Noninterest expense
Compensation and benefits expense	134			—			179		(98		)	215
Insurance losses and loss adjustment expenses	—			—			188		—			188
Other operating expenses	220			—			528		(330		)	418
Total noninterest expense	354			—			895		(428		)	821
Income from continuing operations before income tax (benefit) expense and undistributed (loss) income of subsidiaries	1,143			1,500			904		(3,200		)	347
Income tax (benefit) expense from continuing operations	(127		)	—			191		—			64
Net income from continuing operations	1,270			1,500			713		(3,200		)	283
Income from discontinued operations, net of tax	16			—			24		—			40
Undistributed (loss) income of subsidiaries
Bank subsidiary	(1,191		)	(1,191		)	—		2,382			—
Nonbank subsidiaries	228			(1		)	—		(227		)	—
Net income	323			308			737		(1,045		)	323
Other comprehensive income (loss), net of tax	89			50			88		(138		)	89
Comprehensive income	$	412		$	358		$	825	$	(1,183	)	$	412



Six months ended June 30, 2015 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(12	)	$	—		$	2,204		$	—		$	2,192
Interest and fees on finance receivables and loans — intercompany	12			—			21			(33		)	—
Interest on loans held-for-sale	—			—			38			—			38
Interest and dividends on available-for-sale investment securities	—			—			181			—			181
Interest-bearing cash and cash equivalents	1			—			3			—			4
Interest-bearing cash — intercompany	—			—			4			(4		)	—
Operating leases	—			—			1,756			—			1,756
Total financing revenue and other interest income	1			—			4,207			(37		)	4,171
Interest expense
Interest on deposits	5			—			344			—			349
Interest on short-term borrowings	20			—			3			—			23
Interest on long-term debt	584			—			264			—			848
Interest on intercompany debt	25			—			12			(37		)	—
Total interest expense	634			—			623			(37		)	1,220
Depreciation expense on operating lease assets	—			—			1,185			—			1,185
Net financing (loss) revenue	(633		)	—			2,399			—			1,766
Dividends from subsidiaries
Bank subsidiary	525			525			—			(1,050		)	—
Nonbank subsidiaries	486			—			—			(486		)	—
Other revenue
Servicing fees	557			—			411			(948		)	20
Insurance premiums and service revenue earned	—			—			470			—			470
(Loss) gain on mortgage and automotive loans, net	(8		)	—			55			—			47
Loss on extinguishment of debt	(353		)	—			(1		)	—			(354		)
Other gain on investments, net	—			—			100			—			100
Other income, net of losses	121			—			279			(229		)	171
Total other revenue	317			—			1,314			(1,177		)	454
Total net revenue	695			525			3,713			(2,713		)	2,220
Provision for loan losses	64			—			192			—			256
Noninterest expense
Compensation and benefits expense	293			—			422			(224		)	491
Insurance losses and loss adjustment expenses	—			—			178			—			178
Other operating expenses	620			—			1,083			(953		)	750
Total noninterest expense	913			—			1,683			(1,177		)	1,419
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(282		)	525			1,838			(1,536		)	545
Income tax (benefit) expense from continuing operations	(202		)	—			399			—			197
Net (loss) income from continuing operations	(80		)	525			1,439			(1,536		)	348
Income from discontinued operations, net of tax	372			—			38			—			410
Undistributed income of subsidiaries
Bank subsidiary	48			48			—			(96		)	—
Nonbank subsidiaries	418			—			—			(418		)	—
Net income	758			573			1,477			(2,050		)	758
Other comprehensive (loss) income, net of tax	(117		)	(25		)	(119		)	144			(117		)
Comprehensive income	$	641		$	548		$	1,358		$	(1,906	)	$	641



Six months ended June 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	$	(18	)	$	—		$	2,249	$	—		$	2,231
Interest and fees on finance receivables and loans — intercompany	16			—			43		(59		)	—
Interest on loans held-for-sale	—			—			1		—			1
Interest and dividends on available-for-sale investment securities	—			—			188		—			188
Interest-bearing cash and cash equivalents	1			—			3		—			4
Interest-bearing — intercompany	—			—			3		(3		)	—
Operating leases	268			—			1,486		—			1,754
Total financing revenue and other interest income	267			—			3,973		(62		)	4,178
Interest expense
Interest on deposits	8			—			321		—			329
Interest on short-term borrowings	22			—			6		—			28
Interest on long-term debt	793			—			290		—			1,083
Interest on intercompany debt	46			—			16		(62		)	—
Total interest expense	869			—			633		(62		)	1,440
Depreciation expense on operating lease assets	168			—			883		—			1,051
Net financing (loss) revenue	(770		)	—			2,457		—			1,687
Dividends from subsidiaries
Bank subsidiary	1,500			1,500			—		(3,000		)	—
Nonbank subsidiaries	321			—			—		(321		)	—
Other revenue
Servicing fees	16			—			—		—			16
Insurance premiums and service revenue earned	—			—			490		—			490
Gain on mortgage and automotive loans, net	—			—			6		—			6
Loss on extinguishment of debt	(46		)	—			—		—			(46		)
Other gain on investments, net	—			—			84		—			84
Other income, net of losses	385			—			634		(883		)	136
Total other revenue	355			—			1,214		(883		)	686
Total net revenue	1,406			1,500			3,671		(4,204		)	2,373
Provision for loan losses	77			—			123		—			200
Noninterest expense
Compensation and benefits expense	288			—			405		(224		)	469
Insurance losses and loss adjustment expenses	—			—			256		—			256
Other operating expenses	396			—			1,072		(659		)	809
Total noninterest expense	684			—			1,733		(883		)	1,534
Income from continuing operations before income tax (benefit) expense and undistributed (loss) income of subsidiaries	645			1,500			1,815		(3,321		)	639
Income tax (benefit) expense from continuing operations	(241		)	—			399		—			158
Net income from continuing operations	886			1,500			1,416		(3,321		)	481
Income from discontinued operations, net of tax	45			—			24		—			69
Undistributed (loss) income of subsidiaries
Bank subsidiary	(952		)	(952		)	—		1,904			—
Nonbank subsidiaries	571			—			—		(571		)	—
Net income	550			548			1,440		(1,988		)	550
Other comprehensive income (loss), net of tax	181			119			174		(293		)	181
Comprehensive income	$	731		$	667		$	1,614	$	(2,281	)	$	731

Condensed Consolidating Balance Sheet



June 30, 2015 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	929		$	—	$	810		$	—		$	1,739
Interest-bearing	1,251			—		2,868			—			4,119
Interest-bearing — intercompany	—			—		744			(744		)	—
Total cash and cash equivalents	2,180			—		4,422			(744		)	5,858
Investment securities	—			—		19,142			—			19,142
Loans held-for-sale, net	—			—		1,438			—			1,438
Finance receivables and loans, net
Finance receivables and loans, net	3,376			—		101,797			—			105,173
Intercompany loans to
Nonbank subsidiaries	1,615			—		511			(2,126		)	—
Allowance for loan losses	(82		)	—		(892		)	—			(974		)
Total finance receivables and loans, net	4,909			—		101,416			(2,126		)	104,199
Investment in operating leases, net	—			—		17,950			—			17,950
Intercompany receivables from
Bank subsidiary	525			—		—			(525		)	—
Nonbank subsidiaries	169			—		270			(439		)	—
Investment in subsidiaries
Bank subsidiary	15,974			15,974		—			(31,948		)	—
Nonbank subsidiaries	11,318			12		—			(11,330		)	—
Premiums receivable and other insurance assets	—			—		1,780			(21		)	1,759
Other assets	4,800			—		3,944			(2,618		)	6,126
Total assets	$	39,875		$	15,986	$	150,362		$	(49,751	)	$	156,472
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	89		$	—		$	89
Interest-bearing	247			—		61,611			—			61,858
Total deposit liabilities	247			—		61,700			—			61,947
Short-term borrowings	3,459			—		6,554			—			10,013
Long-term debt	19,567			—		46,285			—			65,852
Intercompany debt to
Nonbank subsidiaries	1,255			—		1,615			(2,870		)	—
Intercompany payables to
Bank subsidiary	29			—		—			(29		)	—
Nonbank subsidiaries	369			—		587			(956		)	—
Interest payable	250			—		168			—			418
Unearned insurance premiums and service revenue	—			—		2,417			—			2,417
Accrued expenses and other liabilities	404			82		3,662			(2,618		)	1,530
Total liabilities	25,580			82		122,988			(6,473		)	142,177
Total equity	14,295			15,904		27,374			(43,278		)	14,295
Total liabilities and equity	$	39,875		$	15,986	$	150,362		$	(49,751	)	$	156,472


(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



Six months ended June 30, 2015 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(64	)	$	525		$	2,817		$	(1,535	)	$	1,743
Investing activities
Purchases of available-for-sale securities	—			—			(8,165		)	—			(8,165		)
Proceeds from sales of available-for-sale securities	—			—			2,865			—			2,865
Proceeds from maturities and repayments of available-for-sale securities	—			—			2,192			—			2,192
Net decrease (increase) in finance receivables and loans	787			—			(6,258		)	—			(5,471		)
Proceeds from sales of finance receivables and loans	—			—			1,582			—			1,582
Net decrease in loans — intercompany	2,598			—			1,259			(3,857		)	—
Net decrease in operating lease assets	—			—			361			—			361
Capital contributions to subsidiaries	(169		)	(1		)	1			169			—
Returns of contributed capital	602			—			—			(602		)	—
Proceeds from sale of business units, net	1,049			—			—			—			1,049
Net change in restricted cash	—			—			449			—			449
Other, net	(10		)	—			(44		)	—			(54		)
Net cash provided by (used in) investing activities	4,857			(1		)	(5,758		)	(4,290		)	(5,192		)
Financing activities
Net change in short-term borrowings — third party	121			—			2,824			—			2,945
Net (decrease) increase in deposits	(72		)	—			3,796			—			3,724
Proceeds from issuance of long-term debt — third party	3,780			—			14,027			—			17,807
Repayments of long-term debt — third party	(5,837		)	—			(13,147		)	—			(18,984		)
Net change in debt — intercompany	(1,131		)	—			(2,597		)	3,728			—
Repurchase and redemption of preferred stock	(442		)	—			—			—			(442		)
Dividends paid — third party	(1,318		)	—			—			—			(1,318		)
Dividends paid and returns of contributed capital — intercompany	—			(525		)	(1,612		)	2,137			—
Capital contributions from parent	—			1			168			(169		)	—
Net cash (used in) provided by financing activities	(4,899		)	(524		)	3,459			5,696			3,732
Effect of exchange-rate changes on cash and cash equivalents	—			—			(1		)	—			(1		)
Net (decrease) increase in cash and cash equivalents	(106		)	—			517			(129		)	282
Cash and cash equivalents at beginning of year	2,286			—			3,905			(615		)	5,576
Cash and cash equivalents at June 30	$	2,180		$	—		$	4,422		$	(744	)	$	5,858



Six months ended June 30, 2014 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash provided by operating activities	$	1,030		$	1,489		$	2,314		$	(3,320	)	$	1,513
Investing activities
Purchases of available-for-sale securities	—			—			(2,411		)	—			(2,411		)
Proceeds from sales of available-for-sale securities	—			—			2,144			—			2,144
Proceeds from maturities and repayments of available-for-sale securities	—			—			1,136			—			1,136
Net decrease (increase) in finance receivables and loans	2,737			—			(3,473		)	—			(736		)
Net (increase) decrease in loans — intercompany	(547		)	—			25			522			—
Net decrease (increase) in operating lease assets	17			—			(2,206		)	—			(2,189		)
Capital contributions to subsidiaries	(687		)	—			—			687			—
Returns of contributed capital	1,126			—			—			(1,126		)	—
Proceeds from sale of business unit, net	46			—			1			—			47
Net change in restricted cash	(3		)	—			2,063			—			2,060
Other, net	(9		)	—			48			—			39
Net cash provided by (used in) investing activities	2,680			—			(2,673		)	83			90
Financing activities
Net change in short-term borrowings — third party	115			—			(2,296		)	—			(2,181		)
Net (decrease) increase in deposits	(42		)	—			2,783			—			2,741
Proceeds from issuance of long-term debt — third party	1,305			—			13,651			—			14,956
Repayments of long-term debt — third party	(5,521		)	—			(11,218		)	—			(16,739		)
Net change in debt — intercompany	(23		)	—			548			(525		)	—
Dividends paid — third party	(134		)	—			—			—			(134		)
Dividends paid and returns of contributed capital — intercompany	—			(1,500		)	(2,947		)	4,447			—
Capital contributions from parent	—			—			687			(687		)	—
Net cash (used in) provided by financing activities	(4,300		)	(1,500		)	1,208			3,235			(1,357		)
Net (decrease) increase in cash and cash equivalents	(590		)	(11		)	849			(2		)	246
Cash and cash equivalents at beginning of year	2,930			37			2,974			(410		)	5,531
Cash and cash equivalents at June 30	$	2,340		$	26		$	3,823		$	(412	)	$	5,777