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, 2016, 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 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, 2016 ($ in millions)	Parent			Guarantors		Nonguarantors			Consolidating adjustments			Ally consolidated
Financing revenue and other interest income
Interest and fees on finance receivables and loans	$	(38	)	$	—	$	1,273		$	—		$	1,235
Interest and fees on finance receivables and loans — intercompany	3			—		2			(5		)	—
Interest and dividends on investment securities	—			—		102			—			102
Interest on cash and cash equivalents	1			—		2			—			3
Interest-bearing cash — intercompany	—			—		2			(2		)	—
Operating leases	5			—		764			—			769
Total financing revenue and other interest income	(29		)	—		2,145			(7		)	2,109
Interest expense
Interest on deposits	2			—		191			—			193
Interest on short-term borrowings	10			—		3			—			13
Interest on long-term debt	289			—		153			—			442
Interest on intercompany debt	4			—		3			(7		)	—
Total interest expense	305			—		350			(7		)	648
Depreciation expense on operating lease assets	4			—		506			—			510
Net financing (loss) revenue	(338		)	—		1,289			—			951
Cash dividends from subsidiaries
Nonbank subsidiaries	482			—		—			(482		)	—
Other revenue
Servicing fees	296			—		211			(494		)	13
Insurance premiums and service revenue earned	—			—		230			—			230
(Loss) gain on mortgage and automotive loans, net	(3		)	—		4			—			1
Loss on extinguishment of debt	(2		)	—		(2		)	—			(4		)
Other gain on investments, net	—			—		54			—			54
Other income, net of losses	78			—		6			(2		)	82
Total other revenue	369			—		503			(496		)	376
Total net revenue	513			—		1,792			(978		)	1,327
Provision for loan losses	60			—		160			—			220
Noninterest expense
Compensation and benefits expense	147			—		105			—			252
Insurance losses and loss adjustment expenses	—			—		73			—			73
Other operating expenses	340			—		542			(497		)	385
Total noninterest expense	487			—		720			(497		)	710
(Loss) income from continuing operations before income tax (benefit) expense and undistributed income of subsidiaries	(34		)	—		912			(481		)	397
Income tax (benefit) expense from continuing operations	(43		)	—		193			—			150
Net (loss) income from continuing operations	9			—		719			(481		)	247
Income (loss) from discontinued operations, net of tax	6			—		(3		)	—			3
Undistributed income of subsidiaries
Bank subsidiary	270			270		—			(540		)	—
Nonbank subsidiaries	(35		)	—		—			35			—
Net income	250			270		716			(986		)	250
Other comprehensive income, net of tax	146			84		151			(235		)	146
Comprehensive income	$	396		$	354	$	867		$	(1,221	)	$	396



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 investment securities	—			—		88			—			88
Interest on cash and cash equivalents	—			—		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
Cash dividends from subsidiaries
Bank subsidiaries	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 loss, net of tax	31			42		47			(89		)	31
Comprehensive income	$	607		$	347	$	849		$	(1,196	)	$	607

Condensed Consolidating Balance Sheet



March 31, 2016 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	1,045		$	—	$	861		$	—		$	1,906
Interest-bearing	700			—		2,395			—			3,095
Interest-bearing — intercompany	—			—		737			(737		)	—
Total cash and cash equivalents	1,745			—		3,993			(737		)	5,001
Available-for-sale securities	—			—		18,180			—			18,180
Held-to-maturity securities	—			—		118			—			118
Loans held-for-sale, net	—			—		39			—			39
Finance receivables and loans, net
Finance receivables and loans, net	3,282			—		107,594			—			110,876
Intercompany loans to
Bank subsidiary	775			—		—			(775		)	—
Nonbank subsidiaries	2,322			—		604			(2,926		)	—
Allowance for loan losses	(82		)	—		(995		)	—			(1,077		)
Total finance receivables and loans, net	6,297			—		107,203			(3,701		)	109,799
Investment in operating leases, net	70			—		14,888			—			14,958
Intercompany receivables from
Bank subsidiary	316			—		—			(316		)	—
Nonbank subsidiaries	141			—		41			(182		)	—
Investment in subsidiaries
Bank subsidiary	16,856			16,856		—			(33,712		)	—
Nonbank subsidiaries	10,500			11		—			(10,511		)	—
Premiums receivable and other insurance assets	—			—		1,852			(24		)	1,828
Other assets	4,697			—		4,951			(3,066		)	6,582
Total assets	$	40,622		$	16,867	$	151,265		$	(52,249	)	$	156,505
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	92		$	—		$	92
Interest-bearing	218			—		69,955			—			70,173
Total deposit liabilities	218			—		70,047			—			70,265
Short-term borrowings	3,640			—		1,725			—			5,365
Long-term debt	20,676			—		41,368			—			62,044
Intercompany debt to
Nonbank subsidiaries	1,341			—		3,097			(4,438		)	—
Intercompany payables to
Bank subsidiary	262			—		—			(262		)	—
Nonbank subsidiaries	137			—		122			(259		)	—
Interest payable	237			—		137			—			374
Unearned insurance premiums and service revenue	—			—		2,449			—			2,449
Accrued expenses and other liabilities	288			82		4,883			(3,068		)	2,185
Total liabilities	26,799			82		123,828			(8,027		)	142,682
Total equity	13,823			16,785		27,437			(44,222		)	13,823
Total liabilities and equity	$	40,622		$	16,867	$	151,265		$	(52,249	)	$	156,505


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



December 31, 2015 ($ in millions)	Parent (a)			Guarantors		Nonguarantors (a)			Consolidating adjustments			Ally consolidated
Assets
Cash and cash equivalents
Noninterest-bearing	$	1,234		$	—	$	914		$	—		$	2,148
Interest-bearing	401			—		3,831			—			4,232
Interest-bearing — intercompany	—			—		850			(850		)	—
Total cash and cash equivalents	1,635			—		5,595			(850		)	6,380
Available-for-sale securities	—			—		17,157			—			17,157
Loans held-for-sale, net	—			—		105			—			105
Finance receivables and loans, net
Finance receivables and loans, net	2,636			—		108,964			—			111,600
Intercompany loans to
Bank subsidiary	600			—		—			(600		)	—
Nonbank subsidiaries	3,277			—		559			(3,836		)	—
Allowance for loan losses	(72		)	—		(982		)	—			(1,054		)
Total finance receivables and loans, net	6,441			—		108,541			(4,436		)	110,546
Investment in operating leases, net	81			—		16,190			—			16,271
Intercompany receivables from
Bank subsidiary	186			—		—			(186		)	—
Nonbank subsidiaries	259			—		282			(541		)	—
Investment in subsidiaries
Bank subsidiary	16,496			16,496		—			(32,992		)	—
Nonbank subsidiaries	10,902			11		—			(10,913		)	—
Premiums receivable and other insurance assets	—			—		1,827			(26		)	1,801
Other assets	4,785			—		4,488			(2,952		)	6,321
Total assets	$	40,785		$	16,507	$	154,185		$	(52,896	)	$	158,581
Liabilities
Deposit liabilities
Noninterest-bearing	$	—		$	—	$	89		$	—		$	89
Interest-bearing	229			—		66,160			—			66,389
Total deposit liabilities	229			—		66,249			—			66,478
Short-term borrowings	3,453			—		4,648			—			8,101
Long-term debt	21,048			—		45,186			—			66,234
Intercompany debt to
Nonbank subsidiaries	1,409			—		3,877			(5,286		)	—
Intercompany payables to
Bank subsidiary	142			—		—			(142		)	—
Nonbank subsidiaries	420			—		191			(611		)	—
Interest payable	258			—		92			—			350
Unearned insurance premiums and service revenue	—			—		2,434			—			2,434
Accrued expenses and other liabilities	387			82		4,028			(2,952		)	1,545
Total liabilities	27,346			82		126,705			(8,991		)	145,142
Total equity	13,439			16,425		27,480			(43,905		)	13,439
Total liabilities and equity	$	40,785		$	16,507	$	154,185		$	(52,896	)	$	158,581


(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, 2016 ($ in millions)	Parent			Guarantors		Nonguarantors			Consolidating adjustments			Ally consolidated
Operating activities
Net cash (used in) provided by operating activities	$	(38	)	$	—	$	1,708		$	(482	)	$	1,188
Investing activities
Purchases of available-for-sale securities	—			—		(4,870		)	—			(4,870		)
Proceeds from sales of available-for-sale securities	—			—		4,175			—			4,175
Proceeds from maturities and repayments of available-for-sale securities	—			—		409			—			409
Purchases of held-to-maturity securities	—			—		(118		)	—			(118		)
Net increase in finance receivables and loans	(292		)	—		(1,794		)	—			(2,086		)
Proceeds from sales of finance receivables and loans originated as held-for-investment	—			—		2,594			—			2,594
Net change in loans — intercompany	683			—		(44		)	(639		)	—
Purchases of operating lease assets	—			—		(701		)	—			(701		)
Disposals of operating lease assets	2			—		1,533			—			1,535
Capital contributions to subsidiaries	(128		)	—		—			128			—
Returns of contributed capital	223			—		—			(223		)	—
Net change in restricted cash	—			—		48			—			48
Net change in nonmarketable equity investments	—			—		(315		)	—			(315		)
Other, net	(32		)	—		12			—			(20		)
Net cash provided by investing activities	456			—		929			(734		)	651
Financing activities
Net change in short-term borrowings — third party	187			—		(2,926		)	—			(2,739		)
Net (decrease) increase in deposits	(10		)	—		3,790			—			3,780
Proceeds from issuance of long-term debt — third party	178			—		4,066			—			4,244
Repayments of long-term debt — third party	(580		)	—		(7,910		)	—			(8,490		)
Net change in debt — intercompany	(68		)	—		(684		)	752			—
Dividends paid — third party	(15		)	—		—			—			(15		)
Dividends paid and returns of contributed capital — intercompany	—			—		(705		)	705			—
Capital contributions from parent	—			—		128			(128		)	—
Net cash used in financing activities	(308		)	—		(4,241		)	1,329			(3,220		)
Effect of exchange-rate changes on cash and cash equivalents	—			—		2			—			2
Net increase (decrease) in cash and cash equivalents	110			—		(1,602		)	113			(1,379		)
Cash and cash equivalents at beginning of year	1,635			—		5,595			(850		)	6,380
Cash and cash equivalents at March 31,	$	1,745		$	—	$	3,993		$	(737	)	$	5,001



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 investment securities	—			—			(4,023		)	—			(4,023		)
Proceeds from sales of available-for-sale securities	—			—			1,523			—			1,523
Proceeds from maturities and repayments of investment 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 change in loans — intercompany	374			—			205			(579		)	—
Purchases of operating lease assets	—			—			(1,447		)	—			(1,447		)
Disposals of operating lease assets	—			—			1,337			—			1,337
Capital contributions to subsidiaries	(24		)	—			—			24			—
Returns of contributed capital	222			—			—			(222		)	—
Proceeds from sale of business unit, net	1,049			—			—			—			1,049
Net change in restricted cash	—			—			(121		)	—			(121		)
Net change in nonmarketable equity investments	—			—			58			—			58
Other, net	(1		)	—			34			—			33
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		)	—			2,656			—			2,647
Proceeds from issuance of long-term debt — third party	2,467			—			6,358			—			8,825
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