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, 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 September 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	$	(33	)	$	—		$	1,199		$	—		$	1,166
Interest and fees on finance receivables and loans — intercompany	3			—			1			(4		)	—
Interest on loans held-for-sale	—			—			2			—			2
Interest and dividends on available-for-sale investment securities	—			—			102			—			102
Interest on cash and cash equivalents	—			—			2			—			2
Interest-bearing cash — intercompany	—			—			2			(2		)	—
Operating leases	1			—			829			—			830
Total financing revenue and other interest income	(29		)	—			2,137			(6		)	2,102
Interest expense
Interest on deposits	3			—			178			—			181
Interest on short-term borrowings	10			—			3			—			13
Interest on long-term debt	272			—			138			—			410
Interest on intercompany debt	3			—			3			(6		)	—
Total interest expense	288			—			322			(6		)	604
Depreciation expense on operating lease assets	1			—			527			—			528
Net financing (loss) revenue	(318		)	—			1,288			—			970
Cash dividends from subsidiaries
Nonbank subsidiaries	494			—			—			(494		)	—
Other revenue
Servicing fees	289			—			210			(487		)	12
Insurance premiums and service revenue earned	—			—			236			—			236
Loss on mortgage and automotive loans, net	(1		)	—			(1		)	—			(2		)
Other gain on investments, net	—			—			6			—			6
Other income, net of losses	78			—			119			(117		)	80
Total other revenue	366			—			570			(604		)	332
Total net revenue	542			—			1,858			(1,098		)	1,302
Provision for loan losses	48			—			163			—			211
Noninterest expense
Compensation and benefits expense	138			—			212			(115		)	235
Insurance losses and loss adjustment expenses	—			—			61			—			61
Other operating expenses	315			—			552			(489		)	378
Total noninterest expense	453			—			825			(604		)	674
Income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	41			—			870			(494		)	417
Income tax (benefit) expense from continuing operations	(30		)	—			174			—			144
Net income from continuing operations	71			—			696			(494		)	273
Loss from discontinued operations, net of tax	(5		)	—			—			—			(5		)
Undistributed income (loss) of subsidiaries
Bank subsidiary	254			254			—			(508		)	—
Nonbank subsidiaries	(52		)	(1		)	—			53			—
Net income	268			253			696			(949		)	268
Other comprehensive income, net of tax	61			65			55			(120		)	61
Comprehensive income	$	329		$	318		$	751		$	(1,069	)	$	329



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 on cash and cash equivalents	—			—			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
Cash dividends from subsidiaries
Bank subsidiaries	150			150			—			(300		)	—
Nonbank subsidiaries	141			—			—			(141		)	—
Other revenue
Servicing fees	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



Nine months ended September 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	$	(45	)	$	—		$	3,403		$	—		$	3,358
Interest and fees on finance receivables and loans — intercompany	15			—			22			(37		)	—
Interest on loans held-for-sale	—			—			40			—			40
Interest and dividends on available-for-sale investment securities	—			—			283			—			283
Interest on cash and cash equivalents	1			—			5			—			6
Interest-bearing cash — intercompany	—			—			6			(6		)	—
Operating leases	1			—			2,585			—			2,586
Total financing revenue and other interest income	(28		)	—			6,344			(43		)	6,273
Interest expense
Interest on deposits	8			—			522			—			530
Interest on short-term borrowings	30			—			6			—			36
Interest on long-term debt	856			—			402			—			1,258
Interest on intercompany debt	28			—			15			(43		)	—
Total interest expense	922			—			945			(43		)	1,824
Depreciation expense on operating lease assets	1			—			1,712			—			1,713
Net financing (loss) revenue	(951		)	—			3,687			—			2,736
Cash dividends from subsidiaries
Bank subsidiary	525			525			—			(1,050		)	—
Nonbank subsidiaries	980			—			—			(980		)	—
Other revenue
Servicing fees	846			—			621			(1,435		)	32
Insurance premiums and service revenue earned	—			—			706			—			706
(Loss) gain on mortgage and automotive loans, net	(9		)	—			54			—			45
Loss on extinguishment of debt	(353		)	—			(1		)	—			(354		)
Other gain on investments, net	—			—			106			—			106
Other income, net of losses	199			—			398			(346		)	251
Total other revenue	683			—			1,884			(1,781		)	786
Total net revenue	1,237			525			5,571			(3,811		)	3,522
Provision for loan losses	111			—			356			—			467
Noninterest expense
Compensation and benefits expense	431			—			634			(339		)	726
Insurance losses and loss adjustment expenses	—			—			239			—			239
Other operating expenses	935			—			1,635			(1,442		)	1,128
Total noninterest expense	1,366			—			2,508			(1,781		)	2,093
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income (loss) of subsidiaries	(240		)	525			2,707			(2,030		)	962
Income tax (benefit) expense from continuing operations	(231		)	—			572			—			341
Net (loss) income from continuing operations	(9		)	525			2,135			(2,030		)	621
Income from discontinued operations, net of tax	367			—			38			—			405
Undistributed income (loss) of subsidiaries
Bank subsidiary	302			302			—			(604		)	—
Nonbank subsidiaries	366			(1		)	—			(365		)	—
Net income	1,026			826			2,173			(2,999		)	1,026
Other comprehensive (loss) income, net of tax	(56		)	40			(64		)	24			(56		)
Comprehensive income	$	970		$	866		$	2,109		$	(2,975	)	$	970



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 on cash and cash equivalents	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
Cash dividends from subsidiaries
Bank subsidiary	1,650			1,650			—		(3,300		)	—
Nonbank subsidiaries	462			—			—		(462		)	—
Other revenue
Servicing fees	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

Condensed Consolidating Balance Sheet



September 30, 2015 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	797		$	—	$	869		$	—		$	1,666
Interest-bearing	1,201			—		2,360			—			3,561
Interest-bearing — intercompany	—			—		722			(722		)	—
Total cash and cash equivalents	1,998			—		3,951			(722		)	5,227
Investment securities	—			—		18,758			—			18,758
Loans held-for-sale, net	—			—		37			—			37
Finance receivables and loans, net
Finance receivables and loans, net	3,818			—		104,173			—			107,991
Intercompany loans to
Nonbank subsidiaries	1,781			—		546			(2,327		)	—
Allowance for loan losses	(86		)	—		(932		)	—			(1,018		)
Total finance receivables and loans, net	5,513			—		103,787			(2,327		)	106,973
Investment in operating leases, net	92			—		17,200			—			17,292
Intercompany receivables from
Bank subsidiary	338			—		—			(338		)	—
Nonbank subsidiaries	218			—		242			(460		)	—
Investment in subsidiaries
Bank subsidiary	16,296			16,296		—			(32,592		)	—
Nonbank subsidiaries	10,931			12		—			(10,943		)	—
Premiums receivable and other insurance assets	—			—		1,816			(22		)	1,794
Other assets	4,932			—		3,971			(2,879		)	6,024
Total assets	$	40,318		$	16,308	$	149,762		$	(50,283	)	$	156,105
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	91		$	—		$	91
Interest-bearing	248			—		63,702			—			63,950
Total deposit liabilities	248			—		63,793			—			64,041
Short-term borrowings	3,458			—		1,920			—			5,378
Long-term debt	19,820			—		47,641			—			67,461
Intercompany debt to
Nonbank subsidiaries	1,268			—		1,781			(3,049		)	—
Intercompany payables to
Bank subsidiary	24			—		—			(24		)	—
Nonbank subsidiaries	374			—		420			(794		)	—
Interest payable	223			—		214			—			437
Unearned insurance premiums and service revenue	—			—		2,438			—			2,438
Accrued expenses and other liabilities	304			82		4,245			(2,880		)	1,751
Total liabilities	25,719			82		122,452			(6,747		)	141,506
Total equity	14,599			16,226		27,310			(43,536		)	14,599
Total liabilities and equity	$	40,318		$	16,308	$	149,762		$	(50,283	)	$	156,105


(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



Nine months ended September 30, 2015 ($ in millions)	Parent			Guarantors			Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash provided by operating activities	$	51		$	525		$	5,408		$	(2,030	)	$	3,954
Investing activities
Purchases of available-for-sale securities	—			—			(10,011		)	—			(10,011		)
Proceeds from sales of available-for-sale securities	—			—			4,408			—			4,408
Proceeds from maturities and repayments of available-for-sale securities	—			—			3,141			—			3,141
Net decrease (increase) in finance receivables and loans	398			—			(9,573		)	—			(9,175		)
Proceeds from sales of finance receivables and loans	—			—			2,665			—			2,665
Net decrease in loans — intercompany	2,392			—			1,225			(3,617		)	—
Net (increase) decrease in operating lease assets	(94		)	—			526			—			432
Capital contributions to subsidiaries	(228		)	(1		)	1			228			—
Returns of contributed capital	881			—			—			(881		)	—
Proceeds from sale of business units, net	1,049			—			—			—			1,049
Net change in restricted cash	(12		)	—			501			—			489
Other, net	(29		)	—			12			—			(17		)
Net cash provided by (used in) investing activities	4,357			(1		)	(7,105		)	(4,270		)	(7,019		)
Financing activities
Net change in short-term borrowings — third party	120			—			(1,812		)	—			(1,692		)
Net (decrease) increase in deposits	(72		)	—			5,891			—			5,819
Proceeds from issuance of long-term debt — third party	4,037			—			19,807			—			23,844
Repayments of long-term debt — third party	(5,866		)	—			(17,588		)	—			(23,454		)
Net change in debt — intercompany	(1,117		)	—			(2,393		)	3,510			—
Repurchase and redemption of preferred stock	(442		)	—			—			—			(442		)
Dividends paid — third party	(1,356		)	—			—			—			(1,356		)
Dividends paid and returns of contributed capital — intercompany	—			(525		)	(2,386		)	2,911			—
Capital contributions from parent	—			1			227			(228		)	—
Net cash (used in) provided by financing activities	(4,696		)	(524		)	1,746			6,193			2,719
Effect of exchange-rate changes on cash and cash equivalents	—			—			(3		)	—			(3		)
Net (decrease) increase in cash and cash equivalents	(288		)	—			46			(107		)	(349		)
Cash and cash equivalents at beginning of year	2,286			—			3,905			(615		)	5,576
Cash and cash equivalents at September 30	$	1,998		$	—		$	3,951		$	(722	)	$	5,227



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 unit, 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