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Ally Financial Inc. ( GOM )
10−K
Annual report pursuant to section 13 and 15(d)
Filed on 2/28/2012
Filed Period 12/31/2011

Table of contents

  • Page 1
    Ally Financial Inc. ( GOM ) 10âˆ'K Annual report pursuant to section 13 and 15(d) Filed on 2/28/2012 Filed Period 12/31/2011

  • Page 2
    ...Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A 7.35% Notes due August 8, 2032 8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well...

  • Page 3
    ... Statements Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers, and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 4
    ...Primary business activities: Residential mortgage loan origination and purchases Mortgage loan servicing Warehouse lending Correspondent lending (a) Primary business activities: Senior secured commercial lending (a) On November 2, 2011, we announced that in order to proactively address changes in...

  • Page 5
    ...and generated $6.4 billion of total net revenue in 2011. Our primary customers are automotive dealers, which are independently owned businesses. As part of the process of selling a vehicle, automotive dealers typically originate loans and leases to their retail customers. Dealers then select Ally or...

  • Page 6
    ... fund dealer inventory purchases of new and used vehicles, commonly referred to as wholesale or floorplan financing. This represents the largest portion of our commercial automotive financing business. We extend lines of credit to individual dealers. In general, each wholesale credit line is secured...

  • Page 7
    ... and we provide collateralized lines of credit to other mortgage originators, which we refer to as warehouse lending. We finance our mortgage loan originations primarily in Ally Bank. During 2011, we originated or purchased approximately 247,000 mortgage loans totaling $56.3 billion in the United...

  • Page 8
    ... between the reportable operating segments. Our Commercial Finance Group provides senior secured commercialâˆ'lending products to small and medium sized businesses primarily in the United States. Ally Bank Ally Bank raises deposits directly from customers through the direct banking channel via...

  • Page 9
    ... had its origins in the Depression era of the 1930s. Effective with its enactment, new opportunities became available for banks, other depository institutions, insurance companies, and securities firms to enter into combinations that permit a single financial services organization to offer customers...

  • Page 10
    ... to deposit insurance fees paid by Ally Bank to the FDIC; • impact Ally's ability to invest in certain types of entities or engage in certain activities; • impact a number of Ally's business and risk management strategies; • restrict the revenue that Ally generates from certain businesses; and...

  • Page 11
    ...). Also, transactions between Ally Bank and a nonbank affiliate generally must be on market terms and conditions. Under the Doddâˆ'Frank Act, among other changes to the Affiliate Transaction Restrictions, credit exposures resulting from derivatives transactions and securities lending and borrowing...

  • Page 12
    ... from an industrial bank to a commercial nonmember stateâˆ'chartered bank. Ally Bank's deposits are insured by the FDIC, and Ally Bank is required to file periodic reports with the FDIC concerning its financial condition. Total assets of Ally Bank were $85.3 billion and $70.3 billion at December 31...

  • Page 13
    ... the chief executive officer and chief financial officer certify financial statements; (4) the forfeiture of bonuses or other incentiveâˆ'based compensation and profits from the sale of an issuer's securities by directors and senior officers in the twelveâˆ'month period following initial publication...

  • Page 14
    ... of Management's Discussion and Analysis of Financial Condition and Results of Operations. Financial information related to reportable operating segments and geographic areas is provided in Note 28 to the Consolidated Financial Statements. Our Annual Report on Form 10âˆ'K, Quarterly Reports on Form...

  • Page 15
    ..., the FDIC, the U.S. Securities and Exchange Commission (SEC), and law enforcement authorities in all 50 states, have been investigating the procedures followed by mortgage servicing companies and banks, including subsidiaries of Ally, in connection with mortgage foreclosure home sales and evictions...

  • Page 16
    ... and financial condition. We are subject to new capital planning and systemic risk regimes, which impose significant restrictions and requirements. Effective December 2011, the FRB requires bank holding companies with $50 billion or more in total consolidated assets, such as Ally, to submit annual...

  • Page 17
    ...Ally to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees to the FDIC; • impact Ally's ability to invest in certain types of entities or engage in certain activities; • impact a number of Ally's business and risk management strategies...

  • Page 18
    ... exemptions generally do not encompass consumer leasing or used vehicle financing. Since there is no assurance that Ally Bank will be able to obtain future exemptions or waivers with respect to these restrictions, the ability to grow Ally Bank's business will be affected by the Affiliate Transaction...

  • Page 19
    ...support their financing needs thus reducing their need for our services. A significant adverse change in GM's or Chrysler's business, including significant adverse changes in their respective liquidity position and access to the capital markets; the production or sale of GM or Chrysler vehicles; the...

  • Page 20
    ...âˆ'term viability of Ally depend on many factors, including our ability to successfully raise capital and secure appropriate bank financing. We are currently required to maintain a Tier 1 leverage ratio of 15% at Ally Bank, which will require that Ally maintain substantial equity funds in Ally Bank...

  • Page 21
    ... for loan losses results in a decrease in net income and capital and may have a material adverse effect on our capital, financial condition and results of operations. The protracted period of adverse developments in the mortgage finance and credit markets has adversely affected ResCap's business...

  • Page 22
    ..., casualty insurance premiums, home equity line advances, and certain other amounts with respect to mortgage loans its subsidiaries service that become delinquent. In addition, ResCap continues to be subject to financial covenants requiring it to maintain minimum consolidated tangible net worth and...

  • Page 23
    ... experience at our Mortgage Companies may differ materially from these estimates and assumptions. Refer to Note 31 to the Consolidated Financial Statements for further details. Further, claims related to privateâˆ'label mortgageâˆ'backed securities (MBS) have been brought against Ally and certain of...

  • Page 24
    ... we operate outside the United States. A downturn in economic conditions resulting in increased short and long term interest rates, inflation, fluctuations in the debt capital markets, unemployment rates, consumer and commercial bankruptcy filings, or a decline in the strength of national and local...

  • Page 25
    ...our business, financial condition, and results of operations. Our borrowing costs and access to the unsecured debt capital markets depend significantly on our credit ratings. The cost and availability of unsecured financing are materially affected by our shortâˆ' and longâˆ'term credit ratings. Each...

  • Page 26
    ...requirements to fund servicing advances, all of which in turn will reduce revenues and profits of our mortgage business. Higher credit losses and creditâˆ'related expenses also could adversely affect our financial condition. Significant indemnification payments or contract, lease, or loan repurchase...

  • Page 27
    ... financial condition. Rising interest rates could also have an adverse impact on our business. For example, rising interest rates: • will increase our cost of funds; • may reduce our consumer automotive financing volume by influencing customers to pay cash for, as opposed to financing, vehicle...

  • Page 28
    ... of Contents Ally Financial Inc. • Form 10âˆ'K reported, including claims adjustment expenses relating to direct insurance and assumed reinsurance agreements. For further discussion related to estimates and assumptions, see Management's Discussion and Analysis of Financial Condition and Results...

  • Page 29
    ... business, results of operations and financial position. Item 1B. None. Unresolved Staff Comments Properties Item 2. Our principal corporate offices are located in Detroit, Michigan; New York, New York; and Charlotte, North Carolina. In Detroit, we lease approximately 247,000 square feet from GM...

  • Page 30
    ...Stock For a discussion of preferred stock currently outstanding, refer to Note 20 to the Consolidated Financial Statements. Unregistered Sales of Equity Securities Ally did not have any unregistered sales of its equity securities in fiscal year 2011, except as previously disclosed on Form 8âˆ'K. 27

  • Page 31
    ... liability of $1.2 billion was established through income tax expense. Refer to Note 25 to the Consolidated Financial Statements for additional information regarding our change in tax status. Core pretax income (loss) is not a financial measure defined by accounting principles generally accepted in...

  • Page 32
    ... on interestâˆ'earning assets represents net financing revenue as a percentage of total interestâˆ'earning assets. Tier 1 capital generally consists of common equity, minority interests, qualifying noncumulative preferred stock, and the fixed rate cumulative preferred stock sold to Treasury under...

  • Page 33
    ..., and superior customer service. Our automotive financial services include providing retail installment sales contracts, loans, and leases, offering term loans to dealers, financing dealer floorplans and other lines of credit to dealers, fleet leasing, and vehicle remarketing services. We also...

  • Page 34
    ... servicers in the United States and we provide collateralized lines of credit to other mortgage originators, which we refer to as warehouse lending. We finance our mortgage loan originations primarily in Ally Bank. We sell the conforming mortgages we originate or purchase in sales that take the form...

  • Page 35
    ... periods of financial distress. Prior to becoming a bank holding company, our funding largely came from the following sources. • Public unsecured debt capital markets; • Assetâˆ'backed securitizations, both public and private; • Asset sales; • Committed and uncommitted credit facilities; and...

  • Page 36
    ... Ally Bank automotive loan portfolios. During 2011, we issued $9.3 billion in secured funding backed by retail automotive loans and leases as well as dealer floorplan automotive loans of Ally Bank. Continued structural efficiencies in securitizations combined with improving capital market conditions...

  • Page 37
    ... their life cycle. Investors are more likely to submit claims for loans that become delinquent at any time while a loan is outstanding or when a loan incurs a loss. Bank Holding Company and Treasury's Investments During 2008, and continuing into 2009, the credit, capital, and mortgage markets became...

  • Page 38
    ... to General Motors. In connection with that loan, Treasury acquired rights to exchange that loan for 190,921 shares. In May 2009, Treasury exercised that right. The following table summarizes Treasury's investment in Ally at December 31, 2011. December 31, 2011 ($ in millions) MCP (a) Common equity...

  • Page 39
    ... Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K Primary Lines of Business Our primary lines of business are Global Automotive Services and Mortgage. The following table summarizes the operating results excluding discontinued operations of each line of business. Operating...

  • Page 40
    ... revenue 2,475 2,614 2,162 (5) 21 Other revenue Net servicing income 569 1,099 363 (48) n/m Insurance premiums and service revenue earned 1,573 1,750 1,861 (10) (6) Gain on mortgage and automotive loans, net 470 1,261 799 (63) 58 (Loss) gain on extinguishment of debt (64) (123) 665 48 (118) Other...

  • Page 41
    ... 31, 2010, was also favorably impacted by an increase in net servicing income; higher gains on the sale of loans; and lower impairments on equity investments, lot option projects, model homes, and foreclosed real estate. Total financing revenue and other interest income decreased by 12% for the year...

  • Page 42
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K change in our funding mix with an increased amount of funding coming from deposit liabilities as well as favorable trends in the securitization markets. Net servicing income was $1.1 billion for the year ...

  • Page 43
    ... % change Year ended December 31, ($ in millions) 2011 2010 2009 Net financing revenue Consumer $ 2,831 $ 2,339 $ 1,804 21 30 Commercial 1,325 1,425 1,136 (7) 25 Loans heldâˆ'forâˆ'sale 5 112 320 (96) (65) Operating leases 2,283 3,570 5,408 (36) (34) Other interest income 106 149 269 (29) (45) Total...

  • Page 44
    ... by increased loan origination volume related to improved economic conditions, the growth of our nonâˆ'GM consumer and commercial automotive financing business, and favorable remarketing results, which reflected continued strength in the used vehicle market. Consumer financing revenue (combined...

  • Page 45
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K The provision for loan losses was $286 million for...loss performance in the consumer loan portfolio reflecting improved pricing in the used vehicle market and higher credit quality of more recent originations....

  • Page 46
    ...consumer originations for continuing operations only. (b) Includes vehicles financed through our joint venture GMACâˆ'SAIC, which is recorded as other income. We own 40% of GMACâˆ'SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation LTD. 2011 Compared...

  • Page 47
    ... Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K Other income increased 9% for the year ended December 31, 2011, compared to 2010, primarily due to higher earnings from the China joint venture in 2011 driven by an increase in originations. The provision for loan losses...

  • Page 48
    ...Choice product on new GM and Chrysler vehicles from Canada to select states in the United States. The Ally Buyer's Choice financing product allows customers to own their vehicle with a fixed rate and payment with the option to sell it to us at a preâˆ'determined point during the contract term and at...

  • Page 49
    ... well as GM consumer sales for other countries in which GM operates and in which we have no financing volume. Represents vehicles financed through our joint venture GMACâˆ'SAIC. We own 40% of GMACâˆ'SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors Corporation...

  • Page 50
    ...respect to consumer retail and lease financings of new GM vehicles. Effective December 29, 2008, and in connection with the approval of our application to become a bank holding company, GM and Ally modified certain terms and conditions of the Financing Services Agreement. Certain of these amendments...

  • Page 51
    ... payment by mail or through electronic fund transfers, or to establish online webâˆ'based account administration through the Ally Account Center. Customer payments are processed by regional thirdâˆ'party processing centers that electronically transfer payment data to customers' accounts. Servicing...

  • Page 52
    ... sale or lease to the retail customer. Wholesale automotive financing represents the largest portion of our commercial financing business and is the primary source of funding for dealers' purchases of new and used vehicles. During 2011, we financed an average of $21.1 billion of new GM vehicles...

  • Page 53
    ... well as dealer inventory for other countries in which GM operates and we had no commercial wholesale finance receivables. Represents vehicles financed through our joint venture GMACâˆ'SAIC. We own 40% of GMACâˆ'SAIC alongside Shanghai Automotive Group Finance Company LTD and Shanghai General Motors...

  • Page 54
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K advance notice is given to the dealer. Among other things, verifications are intended to determine dealer compliance with the financing agreement and confirm the status of our collateral. 51

  • Page 55
    ... was primarily due to the sale of certain international insurance operations during the fourth quarter of 2010 and lower earnings from our U.S. vehicle service contracts written between 2007 and 2009 due to lower domestic vehicle sales volume. Investment income totaled $252 million for the year...

  • Page 56
    ... the risk associated with volatile businesses, such as catastrophe risk in U.S. dealer vehicle inventory insurance or smaller businesses, such as Canadian automobile insurance. Our commercial products business is covered by traditional catastrophe protection, aggregate stop loss protection, and...

  • Page 57
    ... 11 Corporate debt 1,491 1,559 Other debt 23 - Total debt securities 3,373 3,359 Equity securities 1,054 796 Total availableâˆ'forâˆ'sale securities 4,427 4,155 Total cash and securities $ 5,267 $ 5,351 Loss Reserves In accordance with industry and accounting practices and applicable insurance laws...

  • Page 58
    ...jumbo mortgage loans in the United States. We finance our mortgage loan originations primarily in Ally Bank. Favorable/ Favorable/ (unfavorable) (unfavorable) 2010âˆ'2009 2011âˆ'2010 % change % change Year ended December 31, ($ in millions) 2011 2010 2009 Net financing (loss) revenue Total financing...

  • Page 59
    ... market adjustments related to implementation of fair value accounting on the heldâˆ'forâˆ'sale portfolio. Other income, net of losses, increased 88% for the year ended December 31, 2010, compared to 2009, primarily due to favorable mortgage processing fees related to the absence of loan origination...

  • Page 60
    ... 859 32 23 Net financing revenue 284 605 632 (53) (4) Servicing fees (5) (8) (10) 38 20 Servicing asset valuation and hedge activities, net - - 9 - (100) Total servicing income, net (5) (8) (1) 38 n/m Gain (loss) on mortgage loans, net 97 383 (40) (75) n/m Gain on extinguishment of debt - - 4 - (100...

  • Page 61
    ...mortgage loans of this channel are brokered to Ally Bank. • Mortgage brokerage network - Residential mortgage loans originated through mortgage brokers. We review and underwrite the application submitted by the mortgage broker, approve or deny the application, set the interest rate and other terms...

  • Page 62
    ... Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K The following table summarizes domestic consumer mortgage loan production by channel for our Origination and Servicing operations. 2011 2010 2009 Dollar Dollar Dollar amount of amount of amount of loans loans Number of loans...

  • Page 63
    ... such lending only to current Ally Bank correspondent clients. Advances under warehouseâˆ'lending facilities are collateralized by the underlying mortgage loans and bear interest at variable rates. At December 31, 2011, we had total warehouse line of credit commitments of $2.8 billion, against...

  • Page 64
    ... and Analysis Ally Financial Inc. • Form 10âˆ'K Consumer mortgage loans heldâˆ'forâˆ'investment for our Origination and Servicing operations were as follows. December 31, ($ in millions) Prime conforming Prime nonconforming Prime secondâˆ'lien Government Nonprime International Total Net premiums...

  • Page 65
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K Mortgage Loan Servicing While we sell most of the residential mortgage loans we originate or purchase, we generally retain the rights to service these loans. The retained mortgage servicing rights consist of...

  • Page 66
    ... Total net impact of the funds transfer pricing methodology Other (including Commercial Finance Group net financing revenue) Total net financing losses for Corporate and Other Outstanding original issue discount balance (a) Amortization is included as interest on longâˆ'term debt in the Consolidated...

  • Page 67
    ... related to the extinguishment of certain Ally debt, which includes $101 million of accelerated amortization of original issue discount compared to a $661 million gain in the prior year. Partially offsetting the unfavorable results were lower professional and legal fees. Our Commercial Finance Group...

  • Page 68
    ... political subdivisions 1 Foreign government 106 Mortgageâˆ'backed 6,722 Assetâˆ'backed 2,520 Corporate debt - Other debt (a) 305 Total debt securities 10,705 Equity securities 4 Total availableâˆ'forâˆ'sale securities 10,709 Total cash and securities $ 22,847 (a) Includes intersegment eliminations...

  • Page 69
    .... Ally's primary risks include credit, market, lease residual, operational, liquidity, country and legal and compliance risk. • Credit risk - The risk of loss arising from a borrower not meeting its financial obligations to our firm. • Market risk - The risk of loss arising from changes in...

  • Page 70
    ... of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K Loan and Lease Exposure The following table summarizes the exposures from our loan and lease activities. December 31, ($ in millions) Finance receivables and loans Global Automotive Services Mortgage operations...

  • Page 71
    ... We manage credit risk based on the risk profile of the borrower, the source of repayment, the underlying collateral, and current market conditions. Our business is primarily focused on consumer automobile loans and leases and mortgage loans in addition to automobileâˆ'related commercial lending. We...

  • Page 72
    ... industry sales and higher GM and Chrysler market share. The increase was partially offset by a decrease in mortgage originations in our consumer mortgage business. The total troubled debt restructurings (TDRs) outstanding at December 31, 2011, increased $495 million to $1.9 billion from December...

  • Page 73
    ... mortgages, and home equity loans (we ceased originating home equity loans in 2009), with a focus on serving the prime secured consumer credit market. Loan losses in our consumer portfolio are influenced by general business and economic conditions including unemployment rates, bankruptcy filings...

  • Page 74
    ... were no troubled debt restructured loans classified as 90 days past due and still accruing at December 31, 2011 and 2010. Refer to Note 2 to the Consolidated Financial Statements for additional information on our commitment to sell our Canadian residential mortgage portfolio. Total outstanding...

  • Page 75
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K The following table includes consumer net chargeâˆ'offs from finance receivables and loans at historical cost and related ratios reported at carrying value before allowance for loan losses. Net chargeâˆ'offs...

  • Page 76
    ...cost reported at carrying value before allowance for loan losses by state and foreign concentration. Total automobile loans were $63.5 billion and $51.3 billion at December 31, 2011 and 2010, respectively. Total mortgage and home equity loans were $10.0 billion and $10.7 billion at December 31, 2011...

  • Page 77
    ... amortizing 30âˆ' and 15âˆ'year payment options, the borrower's monthly payment is set based on the interest rate, loan balance, and remaining loan term. We ceased originating these loans during 2008. • Interestâˆ'only mortgages - Allow interestâˆ'only payments for a fixed time. At the end of the...

  • Page 78
    ... primarily of automotive loans (wholesale floorplan, dealer term loans including real estate loans, and automotive fleet financing), and some commercial finance loans. In general, the credit risk of our commercial portfolio is impacted by overall economic conditions in the countries in which we...

  • Page 79
    ...were no troubled debt restructured loans classified as 90 days past due and still accruing at December 31, 2011 and 2010, respectively. Other commercial primarily includes senior secured commercial lending. Total commercial finance receivables and loans outstanding increased $1.1 billion to $40...

  • Page 80
    ... of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K The following table includes total commercial net chargeâˆ'offs from finance receivables and loans at historical cost and related ratios reported at carrying value before allowance for loan losses. Net charge...

  • Page 81
    ... finance receivables and loans reported at carrying value before allowance for loan losses. December 31, 2011 2010 Industry Automotive 82.9% 66.5% Real estate 4.5 12.1 Banks and finance companies 4.2 1.0 Other 8.4 20.4 Total commercial criticized finance receivables and loans 100.0% 100.0% Total...

  • Page 82
    ... stated terms of the commercial loan agreements. This portfolio is reported at carrying value before allowance for loan losses. December 31, 2011 ($ in millions) Within 1 year (a) 1âˆ'5 years After 5 years Total (b) Commercial and industrial $ 28,247 $ 1,296 $ 74 $ 29,617 Commercial real estate 295...

  • Page 83
    ... Ally Financial Inc. • Form 10âˆ'K ($ in millions) Allowance at January 1, 2010 $ Cumulative effect of change in accounting principles (a) Chargeâˆ'offs Domestic Foreign Total chargeâˆ'offs Recoveries Domestic Foreign Total recoveries Net chargeâˆ'offs Provision for loan losses Discontinued...

  • Page 84
    ... 1st Mortgage 4 14.5 0.2 2 Home equity - - - - Total foreign 170 1.0 11.3 203 Total consumer loans 1,282 1.7 85.3 1,550 Commercial Domestic Commercial and industrial Automobile 62 0.2 4.0 73 Mortgage 1 - 0.1 - Other 52 4.4 3.5 97 Commercial real estate Automobile 39 1.7 2.6 54 Mortgage - - - - Total...

  • Page 85
    ... 142 Commercial real estate Automobile 1 2 - Mortgage 20 8 14 Total foreign 4 8 205 Total commercial loans (64) (26) 898 Total provision for loan losses $ 219 $ 442 $ 5,603 Lease Residual Risk Management We are exposed to residual risk on vehicles in the consumer lease portfolio. This lease residual...

  • Page 86
    ...large decreases in new vehicle sales and leasing activity after the 2008 economic downturn, and subsequent corporate restructurings in the automotive industry. For information on our Investment in Operating Leases, refer to Note 1 and Note 10 to the Consolidated Financial Statements. Country Risk We...

  • Page 87
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K The following table lists all countries in which crossâˆ'border outstandings exceed 1.0% of consolidated assets. Net local country assets ($ in millions) Banks Sovereign Other 2011 (a) Canada $ 343 $ 250 $ ...

  • Page 88
    ... will impact net interest income on the financial instruments on the balance sheet including debt securities, loans, deposits, debt, and derivative instruments. The simulations incorporate assumptions about future balance sheet changes including loan and deposit pricing, changes in funding mix, and...

  • Page 89
    ...Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K rates, the impact of the change in interest rates on the commercial loans with rate index floors and balance sheet growth increasing the absolute level of net interest income. Additionally, we added net pay fixed interest rate...

  • Page 90
    ... strategy largely focuses on the development of diversified funding sources across a global investor base to meet all our liquidity needs throughout different market cycles, including periods of financial distress. These funding sources include unsecured debt capital markets, public and private...

  • Page 91
    ... term structure of the transaction locks in funding for a specified pool of loans and leases for the life of the underlying asset making a very effective funding program. Also in 2011, Ally Bank raised $1.5 billion from wholeâˆ'loan sales of U.S. retail automotive loans. We manage the execution risk...

  • Page 92
    ... Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K a diverse investor base and maintaining capacity in our committed secured facilities. At December 31, 2011, Ally Bank had exclusive access to $9.5 billion of funding capacity from committed credit facilities. Ally Bank...

  • Page 93
    ... $9.0 billion and $9.8 billion of Ally SmartNotes at December 31, 2011 and 2010, respectively. Excludes fair value adjustment as described in Note 27 to the Consolidated Financial Statements. Bank deposits include retail, brokered, mortgage escrow, and other deposits. Nonbank deposits include dealer...

  • Page 94
    .... Funding is generally available for assets originated by Ally Bank or the parent company, Ally Financial Inc. Uncommitted Funding Facilities Outstanding Unused capacity Total capacity December 31, ($ in billions) 2011 2010 2011 2010 2011 2010 Bank funding Secured Federal Reserve funding programs...

  • Page 95
    ... ended December 31, 2011, compared to 2010. Capital Planning and Stress Tests In December 2011, Ally became subject to a new capital planning and stress test regime generally applicable to bank holding companies with $50 billion or more of consolidated assets. The new regime requires Ally to conduct...

  • Page 96
    ...âˆ'backed securities issued by the trust. The trusts' activities are generally limited to acquiring the assets, issuing assetâˆ' or mortgageâˆ'backed securities, making payments on the securities, and periodically reporting to the investors. We may account for the transfer of assets as a sale if...

  • Page 97
    ... the form of securitizations guaranteed by the GSEs, securitizations to private investors, and to wholeâˆ'loan investors. In connection with a portion of our Mortgage Companies' privateâˆ'label securitizations, the monolines insured all or some of the related bonds and guaranteed timely repayment of...

  • Page 98
    ...are repurchased, the applicable Mortgage Companies bear the related credit loss on the loans. Repurchased loans are classified as heldâˆ'forâˆ'sale and initially recorded at fair value. Refer to Note 31 to the Consolidated Financial Statements for additional information related to representation and...

  • Page 99
    ..., the applicable Mortgage Companies sold $250.8 billion of loans to the GSEs. Each GSE has specific guidelines and criteria for sellers and servicers of loans underlying their securities. In addition, the risk of credit loss of the loan sold was generally transferred to investors upon sale of the...

  • Page 100
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K the servicing was $10.9 billion. For the year ended December 31, 2011, the amount of losses taken on loans repurchased relating to defects where Ally Bank was the owner of the servicing was $31 million and ...

  • Page 101
    ... Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K these monolineâˆ'wrapped securitizations. During the year ended December 31, 2011, the Mortgage Companies received repurchase claims related to $265 million of original unpaid principal balance from the monolines associated...

  • Page 102
    ... insurers in certain transactions), may request pursuant to applicable agreements that the applicable Mortgage Company repurchase loans or make the investor whole for losses incurred if it is determined that the applicable Mortgage Company violated representations and warranties made at the time...

  • Page 103
    ...lending conditions, such as a satisfactory credit rating, delinquency status, and adequate home equity value. Refer to Note 30 to the Consolidated Financial Statements for additional information. Lending Commitments Our Automotive Finance operations, Mortgage operations, and Commercial Finance Group...

  • Page 104
    ...real property) with noncancelable lease terms that expire after December 31, 2011. Refer to Note 30 to the Consolidated Financial Statements for additional information. Purchase Obligations We enter into multiple contractual arrangements for various services. The arrangements represent fixed payment...

  • Page 105
    ... information. Management monitors the adequacy of the allowance and makes adjustments as the assumptions in the underlying analyses change to reflect an estimate of incurred loan losses at the reporting date, based on the best information available at that time. In addition, the allowance related...

  • Page 106
    ... to changes in interest rates and tends to decline as market interest rates decline and increase as interest rates rise. We capitalize mortgage servicing rights on residential mortgage loans that we have originated and purchased based on the fair market value of the servicing rights associated with...

  • Page 107
    ...service - In general, servicing cost assumptions are based on internally projected actual expenses directly related to servicing. These servicing cost assumptions are compared to marketâˆ'servicing costs when market information is available. Our servicing cost assumptions include expenses associated...

  • Page 108
    ...events that might change the expected loss ratio, such as severe weather events and the estimates for reported claims. These estimates of the reserves are reviewed regularly by product line management, by actuarial and accounting staffs, and ultimately, by senior management. Our Insurance operations...

  • Page 109
    ...is deemed remote. For details regarding the nature of all material contingencies, refer to Note 31 to the Consolidated Financial Statements. Loan Repurchase and Obligations Related to Loan Sales The liability for representation and warranty obligations reflects management's best estimate of probable...

  • Page 110
    ... on availableâˆ'forâˆ'sale debt securities are based on fair value as opposed to historical cost. Nonperforming finance receivables and loans are included in the average balances. For information on our accounting policies regarding nonperforming status refer to Note 1 to the Consolidated Financial...

  • Page 111
    ... equivalents Trading assets Investment securities Loans heldâˆ'forâˆ'sale, net Finance receivables and loans, net Investment in operating leases, net Total interestâˆ'earning assets Liabilities Interestâˆ'bearing deposit liabilities Shortâˆ'term borrowings Longâˆ'term debt Total interestâˆ'bearing...

  • Page 112
    ... and industrial Automobile (b) 8,265 8,398 Mortgage 24 41 Other 63 312 Commercial real estate Automobile 154 216 Mortgage 14 78 Total foreign 8,520 9,045 Total commercial loans 40,468 39,396 Total finance receivables and loans (c) $ 114,755 $ 102,413 $ Loans heldâˆ'forâˆ'sale $ 8,557 $ 11,411...

  • Page 113
    ... and industrial Automobile Mortgage Other Commercial real estate Automobile Mortgage Total foreign Total commercial (b) Total nonperforming finance receivables and loans Foreclosed properties Repossessed assets (c) Total nonperforming assets Loans heldâˆ'forâˆ'sale (a) (b) (c) 2011 $ 139 316 91...

  • Page 114
    ... - - Mortgage - - Total domestic - - Foreign Commercial and industrial Automobile - - Mortgage - - Other - - Commercial real estate Automobile - - Mortgage - - Total foreign - - Total commercial - - Total accruing finance receivables and loans past due 90 days or more $ 4 $ 6 Loans heldâˆ'forâˆ'sale...

  • Page 115
    ... and loans. ($ in millions) 2011 2010 2009 Balance at January 1, $ 1,873 $ 2,445 $ 3,433 $ Cumulative effect of change in accounting principles (a) - 222 - Chargeâˆ'offs Domestic (667) (1,297) (3,380) Foreign (213) (349) (633) Writeâˆ'downs related to transfers to heldâˆ'forâˆ'sale - - (3,438) Total...

  • Page 116
    ... 1st Mortgage 4 0.2 2 0.1 2 0.1 Home equity Total foreign 170 11.3 203 10.8 254 10.3 Total consumer loans 1,282 85.3 1,550 82.7 1,664 68.0 Commercial Domestic Commercial and industrial Automobile 62 4.0 73 3.9 157 6.4 Mortgage 1 0.1 - - 10 0.4 Other 52 3.5 97 5.2 322 13.2 Commercial real estate...

  • Page 117
    Table of Contents Management's Discussion and Analysis Ally Financial Inc. • Form 10âˆ'K Deposit Liabilities The following table presents the average balances and interest rates paid for types of domestic and foreign deposits. 2011 2010 2009 Average Average Average Average Average Average Year ...

  • Page 118
    Table of Contents Quantitative and Qualitative Disclosures about Market Risk Ally Financial Inc. • Form 10âˆ'K Item 7A. Quantitative and Qualitative Disclosures about Market Risk 115 Refer to the Market Risk and the Operational Risk sections of Item 7, Management's Discussion and Analysis.

  • Page 119
    ... management is responsible for establishing and maintaining effective internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Senior Executive Vice President of Finance...

  • Page 120
    ... Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Ally Financial Inc.: We have audited the accompanying Consolidated Balance Sheet of Ally Financial Inc. and subsidiaries (the "Company") as of December 31, 2011 and 2010, and the related...

  • Page 121
    ...have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2011, of the Company and our report dated February 28, 2012, expressed an unqualified opinion on those...

  • Page 122
    ...term debt Total interest expense Depreciation expense on operating lease assets Net financing revenue Other revenue Servicing fees Servicing asset valuation and hedge activities, net Total servicing income, net Insurance premiums and service revenue earned Gain on mortgage and automotive loans, net...

  • Page 123
    Table of Contents Consolidated Statement of Income Ally Financial Inc. • Form 10âˆ'K Year ended December 31, ($ in millions except per share data) Net loss attributable to common shareholders Net (loss) income from continuing operations Preferred stock dividends - U.S. Department of Treasury ...

  • Page 124
    Table of Contents Consolidated Statement of Comprehensive Income Ally Financial Inc. • Form 10âˆ'K Year ended December 31, ($ in millions) Net (loss) income Other comprehensive (loss) income, net of tax Unrealized gains on investment securities Net unrealized gains arising during the period Less...

  • Page 125
    ...Loans heldâˆ'forâˆ'sale, net ($3,919 and $6,424 fair valueâˆ'elected) Finance receivables and loans, net Finance receivables and loans, net ($835 and $1,015 fair valueâˆ'elected) Allowance for loan losses Total finance receivables and loans, net Investment in operating leases, net Mortgage servicing...

  • Page 126
    ... for loan losses (210) (238) Total finance receivables and loans, net 40,725 33,245 Investment in operating leases, net 4,389 1,065 Other assets 3,029 3,194 Assets of operations heldâˆ'forâˆ'sale - 85 Total assets $ 48,152 $ 37,610 Liabilities Shortâˆ'term borrowings $ 795 $ 964 Longâˆ'term debt...

  • Page 127
    Table of Contents Consolidated Statement of Changes in Equity Ally Financial Inc. • Form 10âˆ'K ($ in millions) Balance at December 31, 2008 Capital contributions Net loss Preferred interests dividends - U.S. Department of Treasury Preferred interests dividends Dividends to members Issuance of ...

  • Page 128
    Table of Contents Consolidated Statement of Changes in Equity Ally Financial Inc. • Form 10âˆ'K ($ in millions) Balance at January 1, 2010, after cumulative effect of adjustments $ Capital contributions Net income Preferred stock dividends - U.S. Department of Treasury Preferred stock dividends ...

  • Page 129
    ... of mortgage servicing rights Provision for loan losses Gain on sale of loans, net Net gain on investment securities Loss (gain) on extinguishment of debt Originations and purchases of loans heldâˆ'forâˆ'sale Proceeds from sales and repayments of loans heldâˆ'forâˆ'sale Net change in Trading assets...

  • Page 130
    ...term debt due to a change in accounting principle (c) Transfer of mortgage servicing rights into trading assets through certification Capital contributions from stockholders/members Conversion of preferred stock to common equity Other disclosures Proceeds from sales and repayments of mortgage loans...

  • Page 131
    ..., Ally Bank, is an indirect wholly owned subsidiary of Ally Financial Inc. and a leading franchise in the growing direct (online and telephonic) banking market, with $39.6 billion of deposits at December 31, 2011. Residential Capital, LLC Residential Capital, LLC (ResCap), one of our mortgage...

  • Page 132
    ... a materially adverse impact on Ally's consolidated financial position over the longer term. During 2011, ResCap received capital contributions from Ally of $58 million in the form of forgiveness of debt on the line of credit. In January 2012, ResCap received capital contributions of $197 million...

  • Page 133
    ... dealer term loans, revolving lines of credit, and dealer fleet financing. • Mortgage - Consists primarily of warehouse lending. • Other - Consists of senior secured commercial lending and our resort finance portfolio prior to its sale during the third quarter of 2010. • Commercial Real Estate...

  • Page 134
    ... forecasted ability to service the debt in accordance with the contractual terms, possible regulatory actions and other potential business disruptions (e.g. the loss of a significant customer or other revenue stream). Consideration of a concession is also similar for commercial loans. In addition to...

  • Page 135
    ... and a subset of our home equity class that are secured by real estate in a firstâˆ'lien position are written down to the estimated fair value of the collateral, less costs to sell, once a mortgage loan becomes 180 days past due. Secondâˆ'lien consumer mortgage loans in bankruptcy that are 60 days...

  • Page 136
    ...loan losses for our consumer mortgage portfolio segment did not change during 2011. Commercial The allowance for loan losses within the commercial portfolio is comprised of reserves established for specific loans evaluated as impaired and portfolioâˆ'level reserves based on nonimpaired loans grouped...

  • Page 137
    ...forâˆ'sale or trading depends on management's intent. Securities that are noncertificated and cash reserve accounts related to securitizations are included in other assets on our Consolidated Balance Sheet. We retain servicing responsibilities for all of our consumer automobile loan, operating lease...

  • Page 138
    ... of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K distribution of those funds to investors in mortgageâˆ' and assetâˆ'backed securities and wholeâˆ'loans packages. We also purchase and sell primary and masterâˆ'servicing rights through transactions with...

  • Page 139
    ... to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K an account is determined to be uncollectible âˆ' at the earliest of time of repossession, within 60 days of bankruptcy notification and greater than 60 days past due, or greater than 120 days past due. When a lease vehicle is...

  • Page 140
    ... as heldâˆ'forâˆ'sale and initially recorded at fair value and subsequently at the lower of cost or market. We seek to manage the risk of repurchase and associated credit exposure through our underwriting and quality assurance practices and by servicing mortgage loans to meet investor standards. The...

  • Page 141
    ... loans is set prior to funding (i.e., interest rate lock commitments). Interest rate lock commitments for mortgage loans to be originated for sale and all purchase commitments are derivative financial instruments carried at fair value in accordance with applicable accounting standards with changes...

  • Page 142
    ... deliverable based on each deliverable's selling price. The adoption did not have a material impact to our consolidated financial condition or results of operations. Recently Issued Accounting Standards Financial Services âˆ' Insurance âˆ' Accounting for Costs Associated with Acquiring or Renewing...

  • Page 143
    ... included residential mortgage loan origination, acquisition, servicing, asset management, sale, and securitizations in the United Kingdom and continental Europe. Select Global Automotive Services - Insurance Operations During the fourth quarter of 2011, we committed to sell our U.K.âˆ'based...

  • Page 144
    ... millions) 2011 2010 2009 Select Mortgage - Legacy and Other operations Total net (loss) revenue $ (4) $ 95 $ (615) Pretax (loss) income including direct costs to transact a sale (27) 58 (2,235) Tax benefit (7) (1) (2) Select Global Automotive Services - Insurance operations Total net revenue $ 241...

  • Page 145
    ... losses Total finance receivables and loans, net Investment in operating leases, net Premiums receivable and other insurance assets Other assets Impairment on assets of heldâˆ'forâˆ'sale operations Total assets Liabilities Unearned insurance premiums and service revenue Reserves for insurance losses...

  • Page 146
    ... Shortâˆ'term borrowings Longâˆ'term debt Interest payable Unearned insurance premiums and service revenue Reserves for insurance losses and loss adjustment expenses Accrued expenses and other liabilities Total liabilities (a) (b) Includes the U.K. consumer property and casualty insurance business...

  • Page 147
    ... value measurements December 31, 2011 ($ in millions) Level 1 Level 2 Level 3 Total Assets Investment securities Availableâˆ'forâˆ'sale securities Debt securities Foreign government $ 171 $ 15 $ - $ 186 Other assets Interest retained in financial asset sales - - 66 66 Total assets $ 171 $ 15 $ 66...

  • Page 148
    ... Details of other income, net of losses, were as follows. Year ended December 31, ($ in millions) Mortgage processing fees and other mortgage income Securitzation income (loss) Late charges and other administrative fees Remarketing fees Income from equityâˆ'method investments Real estate services...

  • Page 149
    ...Ally Financial Inc. • Form 10âˆ'K 7. Investment Securities Our portfolio of investment securities includes bonds, equity securities, assetâˆ' and MBS, interests in securitization trusts, and other investments. The cost, fair value, and gross unrealized gains and losses on availableâˆ'forâˆ'sale...

  • Page 150
    ... $5.6 billion and $5.3 billion at December 31, 2011 and 2010, respectively and are composed primarily of money market accounts and shortâˆ'term securities, including U.S. Treasury bills. The following table presents gross gains and losses realized upon the sales of availableâˆ'forâˆ'sale securities...

  • Page 151
    ... Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K Certain availableâˆ'forâˆ'sale securities were sold at a loss in 2011, 2010, and 2009 as a result of market conditions within these respective periods (e.g., a downgrade in the rating of a debt security). The table...

  • Page 152
    ... automobile Consumer mortgage 1st Mortgage Home equity Total consumer mortgage (a) Commercial and industrial Other Total loans heldâˆ'forâˆ'sale (b) (a) (b) $ $ $ $ $ $ $ Fair value optionâˆ'elected domestic consumer mortgages were $3.9 billion and $6.4 billion at December 31, 2011 and 2010...

  • Page 153
    ... of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K 9. Finance Receivables and Loans, Net Total 51,254 7,307 3,441 10,748 33,342 1,581 2,107 2,287 79 39,396 1,015 102,413 The composition of finance receivables and loans, net, reported at carrying value...

  • Page 154
    ... Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The following tables present an analysis of the activity in the allowance for loan losses on finance receivables and loans. Consumer Consumer ($ in millions) automobile mortgage Commercial Allowance at January...

  • Page 155
    ... Financial Statements Ally Financial Inc. • Form 10âˆ'K ($ in millions) Allowance at January 1, 2010 Cumulative effect of change in accounting principles (a) Chargeâˆ'offs Domestic Foreign Total chargeâˆ'offs Recoveries Domestic Foreign Total recoveries Net chargeâˆ'offs Provision for loan losses...

  • Page 156
    ...Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The following table presents an analysis of our past due finance receivables and loans recorded at historical cost reported at carrying value before allowance for loan losses. 90 days or more Total Total finance 30âˆ'59...

  • Page 157
    ... 37 134 Commercial real estate Automobile 67 199 Mortgage 12 71 Total commercial 339 740 Total consumer and commercial finance receivables and loans $ 906 $ 1,508 Management performs a quarterly analysis of the consumer automobile, consumer mortgage, and commercial portfolios using a range of credit...

  • Page 158
    ...loans 2011 Consumer automobile $ 69 $ 69 $ - $ 69 $ 7 Consumer mortgage 1st Mortgage 516 508 83 425 126 Home equity 97 98 - 98 46 Total consumer mortgage 613 606 83 523 172 Commercial Commercial and industrial Automobile 222 222 64 158 22 Mortgage - - - - - Other 37 37 25 12 5 Commercial real estate...

  • Page 159
    ... 132 Home equity 888 51 47 Total consumer mortgage 1,263 184 179 Commercial Commercial and Industrial Automobile 2 5 5 Mortgage 1 38 28 Other 2 11 10 Commercial real estate Automobile 5 12 11 Mortgage 2 4 3 Total commercial 12 70 57 Total consumer and commercial finance receivables and loans 7,686...

  • Page 160
    ... Automobile 1 3 - Total commercial 1 3 - Total consumer and commercial finance receivables and loans 460 $ 11 $ 3 At December 31, 2011, and December 31, 2010, commercial commitments to lend additional funds to debtors owing receivables whose terms had been modified in a troubled debt restructuring...

  • Page 161
    Table of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The following table shows the percentage of total consumer finance receivables and loans recorded at historical cost reported at carrying value before allowance for loan losses by state and foreign ...

  • Page 162
    ... total commercial real estate finance receivables and loans reported at carrying value before allowance for loan losses by geographic region and property type. December 31, 2011 2010 Geographic region Michigan 14.1% 10.1% Texas 12.4 10.5 Florida 12.4 10.3 California 9.3 9.6 Virginia 4.1 4.4 New York...

  • Page 163
    Table of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K 10. Investment in Operating Leases, Net Investments in operating leases were as follows. December 31, ($ in millions) 2011 2010 Vehicles and other equipment, after impairment $ 11,160 $ 13,571 ...

  • Page 164
    ...GSEs or privateâˆ'label mortgage securitizations. During 2010 and 2011, our consumer mortgage loans were primarily securitized through the GSEs. In executing a securitization transaction, we typically sell pools of financial assets to a wholly owned, bankruptcyâˆ'remote SPE, which then transfers the...

  • Page 165
    ...Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K Other Variable Interest Entities Servicer Advance Funding Entity To assist in the financing of our servicer advance receivables, we formed an SPE that issues term notes to thirdâˆ'party investors that are collateralized...

  • Page 166
    ...mortgage - privateâˆ'label Commercial other Total (a) (b) (c) $ $ $ $ $ $ (d) (e) (f) (g) (h) Asset values represent the current unpaid principal balance of outstanding consumer finance receivables and loans within the VIEs. Includes $2.4 billion and $2.5 billion classified as mortgage loans...

  • Page 167
    ... 18,744 Commercial 19,313 14,739 Allowance for loan losses (210) (238) Total finance receivables and loans, net 40,725 33,245 Investment in operating leases, net 4,389 1,065 Other assets 3,029 3,194 Assets of operations heldâˆ'forâˆ'sale - 85 Total assets $ 48,152 $ 37,610 Liabilities Shortâˆ'term...

  • Page 168
    ... provided the conditions for sale accounting are met. The financial assets obtained from the securitization are primarily reported as cash, servicing rights, or retained interests (if applicable). Typically, we conclude that the fee we are paid for servicing consumer automobile finance receivables...

  • Page 169
    ... to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The following table summarizes cash flows received from and paid related to securitization entities, assetâˆ'backed financings, or other similar transfers of financial assets where the transfer is accounted for as a sale and...

  • Page 170
    ...âˆ'loan sales where we have continuing involvement. The table presents quantitative information about delinquencies and net credit losses. Refer to Note 12 for further detail on total serviced assets. Amount 60 days Total amount or more past due Net credit losses December 31, ($ in millions) 2011...

  • Page 171
    ...current market conditions. Year ended December 31, ($ in millions) 2011 2010 Estimated fair value at January 1, $ 3,738 $ 3,554 Additions recognized on sale of mortgage loans 622 1,006 Additions from purchases of servicing rights 31 56 Subtractions from sales of servicing assets (266) (1) Changes in...

  • Page 172
    ... Late fees Ancillary fees Total mortgage servicing fees 2011 $ $ 977 65 156 1,198 $ $ 2010 998 77 187 1,262 $ $ 2009 993 75 162 1,230 Mortgage Servicing Advances In connection with our primary servicing activities (i.e., servicing of mortgage loans), we make certain payments for property taxes...

  • Page 173
    Table of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K Loans sold to thirdâˆ'party investors where we have retained primary servicing. - The loans sold to a thirdâˆ'party investor were sold through an offâˆ'balance sheet securitization entity or a wholeâˆ'...

  • Page 174
    ... in millions) Onâˆ'balance sheet automobile loans and leases Consumer automobile Commercial automobile Operating leases Operations heldâˆ'forâˆ'sale Offâˆ'balance sheet automobile loans Loans sold to thirdâˆ'party investors Wholeâˆ'loan Total serviced automobile loans and leases 2011 $ 63,884 37,302...

  • Page 175
    ... Investment in used vehicles heldâˆ'forâˆ'sale Other assets Total other assets (a) (b) $ Represents cash collection from customer payments on securitized receivables. These funds are distributed to investors as payments on the related secured debt. Represents credit enhancement in the form of cash...

  • Page 176
    ... Financial Inc. • Form 10âˆ'K The changes in the carrying amounts of goodwill for the periods shown were as follows. International Automotive Finance operations ($ in millions) Goodwill acquired prior to December 31, 2009 $ 490 Accumulated impairment losses (a) - Sale of reporting unit - Transfer...

  • Page 177
    ...1,970 Federal Home Loan Bank - 1,400 1,400 - Other (a) 146 1,765 1,911 224 Total shortâˆ'term borrowings $ 4,515 $ 3,165 $ 7,680 $ 4,227 Weighted average interest rate (b) 3.6% (a) (b) Other primarily includes nonbank secured borrowings at our Mortgage and International Automotive Finance operations...

  • Page 178
    ...Ally Bank, U.S. and Canadian automotive secured revolving credit facilities at December 31, 2011 and 2010, respectively. Includes secured longâˆ'term debt of $12.7 billion and $10.6 billion at December 31, 2011 and 2010, respectively. Amount represents the hedge accounting adjustment of fixedâˆ'rate...

  • Page 179
    Table of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K 2011 2010 December 31, ($ in millions) Unsecured Secured Total Unsecured Secured Total Longâˆ'term debt Due within one year $ 11,664 $ 14,521 $ 26,185 $ 8,555 $ 13,603 $ 22,158 Due after one year 30,...

  • Page 180
    ...Total Ally Bank (a) Total Ally Bank (a) Trading assets $ 27 $ - $ 36 $ - Loans heldâˆ'forâˆ'sale 805 - 1,035 - Mortgage assets heldâˆ'forâˆ'investment and lending receivables 12,197 11,188 12,451 11,137 Consumer automobile finance receivables 33,888 17,320 27,164 14,927 Commercial automobile finance...

  • Page 181
    ..., such as delinquency ratios, loss ratios, commercial payment rates. During 2011, there were no trigger events that resulted in the repayment of debt at an accelerated rate or impacted the usage of our credit facilities. When we issue debt securities in private offerings we are generally subject to...

  • Page 182
    ... to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K Uncommitted Funding Facilities Outstanding December 31, ($ in billions) Bank funding Secured Federal Reserve funding programs FHLB advances Total bank funding Nonbank funding Unsecured Automotive Finance operations Secured...

  • Page 183
    Table of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K 18. Reserves for Insurance Losses and Loss Adjustment Expenses 2009 2,895 (1,660) 1,235 - - (82) 968 22 990 1,060 (7) 1,053 (1,353) (583) (1,936) (784) 69 545 670 1,215 The following table provides a...

  • Page 184
    ... trading market for the shares. Treasury holds 73.78% of Ally common stock. The following table presents changes in the number of shares issued and outstanding. (in shares) 2011 2010 2009 Common stock / members' interest (a) January 1, 1,330,970 799,120 269,960 New issuances Conversion of Series...

  • Page 185
    ... repurchasing, or acquiring its capital stock or other equity securities unless all accrued and unpaid dividends for all past dividend periods on the New MCP are fully paid. The following table summarizes information about the New MCP. December 31, 2011 2010 Series Fâˆ'2 preferred stock (a) Carrying...

  • Page 186
    ...to a registration rights agreement between Ally and GM, GM notified Ally of its intent to sell shares of Ally's existing Fixed Rate Perpetual Preferred Stock, Series A (Existing Series A Preferred Stock), held by a subsidiary of GM. On March 25, 2011, Ally filed a Certificate of Amendment of Amended...

  • Page 187
    ...: Net realized gains (losses) reclassified to net income 284 (8) - (7) 269 2011 net change (88) (64) - (20) (172) Balance at December 31, 2011 $ (114) $ 352 $ 6 $ (157) $ 87 (a) Represents the afterâˆ'tax difference between the fair value and amortized cost of our availableâˆ'forâˆ'sale securities...

  • Page 188
    ... Financial Statements Ally Financial Inc. • Form 10âˆ'K The following table presents the beforeâˆ' and afterâˆ'tax changes in each component of accumulated other comprehensive income (loss). December 31, ($ in millions) Before Tax Tax Effect 2011 Unrealized gains on investment securities Net...

  • Page 189
    ...the guidelines, total capital is divided into two tiers: Tier 1 capital and Tier 2 capital. Tier 1 capital generally consists of common equity, minority interests, qualifying noncumulative preferred stock, and the fixed rate cumulative preferred stock sold to Treasury under the Troubled Asset Relief...

  • Page 190
    ... Ally Bank n/a n/a n/a n/a n/a n/a n/a = not applicable (a) Ally was previously subject to a directive from the Board of Governors of the Federal Reserve System (FRB) to maintain a Total riskâˆ'based capital ratio of 15%. The directive expired on December 31, 2011. (b) Federal regulatory reporting...

  • Page 191
    ... supervision of the FDIC and the Utah Department of Financial Institutions. Ally Bank's deposits are insured by the FDIC, and Ally Bank is required to file periodic reports with the FDIC concerning its financial condition. Total assets of Ally Bank were $85.3 billion and $70.3 billion at December 31...

  • Page 192
    ... June 2011, we also executed derivatives qualifying for hedge accounting that consisted of an existing variableâˆ'rate liability in which pay fixed swaps are designated as hedges of the expected future cash flows in the form of interest payments on the outstanding borrowing associated with Ally Bank...

  • Page 193
    Table of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K • interest rate risk associated with our debt portfolio. Typically, the significant terms of the interest rate swaps match the significant terms of the underlying debt resulting in an effective ...

  • Page 194
    ... 31, 2011, $5.7 billion and $14 million of the derivative contracts in a receivable position were classified as other assets and trading assets, respectively, on the Consolidated Balance Sheet. During the normal course of business, our brokerâˆ'dealer enters into forward purchases and sales, which...

  • Page 195
    ... for hedge accounting 44 42 (51) Economic and trading derivatives (Loss) gain recognized in earnings on derivatives Interest rate contracts Interest on longâˆ'term debt (3) - - Servicing asset valuation and hedge activities, net 817 478 (998) Loss on mortgage and automotive loans, net (726) (332...

  • Page 196
    ... Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The following table summarizes derivative instruments used in cash flow hedge accounting relationships and net investment hedge accounting relationships. Year ended December 31, ($ in millions) 2011 2010 2009...

  • Page 197
    ... subsidiaries are required to file separately from the consolidated group. At December 31, 2011, we had U.S. federal and state net operating loss carryforwards and capital loss carryforwards of $3.2 billion and $1.9 billion, respectively. The federal net operating loss carryforwards expire in the...

  • Page 198
    ...728 Provision for loan losses 775 753 Markâˆ'toâˆ'market on consumer finance receivables and loans 695 655 Hedging transactions 248 9 State and local taxes 184 170 Sales of finance receivables and loans 182 205 Contingency 169 223 Tax credit carryforwards 161 132 Unearned insurance premiums 158 151...

  • Page 199
    ... to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The following table provides a reconciliation of the beginning and ending amount of unrecognized tax benefits. ($ in millions) 2011 2010 2009 Balance at January 1, $ 214 $ 172 $ 150 Additions based on tax positions related to...

  • Page 200
    ... of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The underfunded position is recognized on the Consolidated Balance Sheet and the change in the underfunded position was recorded in other comprehensive income (loss). Net periodic pension expense (income...

  • Page 201
    ... significant assumptions including market observable inputs (e.g., forward interest rates) and internally developed inputs (including prepayment speeds, delinquency levels, and credit losses). Mortgage loans heldâˆ'forâˆ'sale, net - Our mortgage loans heldâˆ'forâˆ'sale are accounted for at either...

  • Page 202
    ...Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K market prices were not available. The loans are priced on a discounted cash flow basis utilizing cash flow projections from internally developed models that utilize prepayment, default, and discount rate assumptions. To...

  • Page 203
    ... Total debt securities 1,330 12,684 62 14,076 Equity securities (a) 1,059 - - 1,059 Total availableâˆ'forâˆ'sale securities 2,389 12,684 62 15,135 Mortgage loans heldâˆ'forâˆ'sale, net (b) - 3,889 30 3,919 Consumer mortgage finance receivables and loans, net (b) - - 835 835 Mortgage servicing rights...

  • Page 204
    ... securities Other debt securities Total debt securities Equity securities (a) Total availableâˆ'forâˆ'sale securities Mortgage loans heldâˆ'forâˆ'sale, net (b) Consumer mortgage finance receivables and loans, net (b) Mortgage servicing rights Other assets Interests retained in financial asset sales...

  • Page 205
    ...mortgage finance receivables and loans, net (c) Mortgage servicing rights Other assets Interests retained in financial asset sales Derivative contracts, net (g) Interest rate Foreign currency Total derivative contracts in a (payable) receivable position, net Total assets Liabilities Longâˆ'term debt...

  • Page 206
    ...loans, net (b) Mortgage servicing rights Other assets Cash reserve deposits heldâˆ'forâˆ'securitization trusts Interests retained in financial asset sales Fair value of derivative contracts in receivable (liability) position, net Interest rate contracts, net Total assets Liabilities Longâˆ'term debt...

  • Page 207
    ...forâˆ'sale, net (a) $ - $ - $ 479 $ 479 $ (60) n/m (b) Commercial finance receivables and loans, net (c) Automobile - - 310 310 (30) n/m (b) Mortgage - 1 14 15 (10) n/m (b) Other - - 20 20 (10) n/m (b) Total commercial finance receivables and loans, net - 1 344 345 (50) n/m (b) Other assets Property...

  • Page 208
    ... to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K Nonrecurring fair value measurements December 31, 2010 ($ in millions) Assets Mortgage loans heldâˆ'forâˆ'sale, net (a) Commercial finance receivables and loans, net (c) Automobile Mortgage Other Total commercial finance...

  • Page 209
    ...1, 2011, we elected the fair value option for both GSEâˆ'ineligible mortgage loans heldâˆ'forâˆ'sale subject to conditional repurchase options and the related liability. These conditional repurchase options within our private label securitizations allow us to repurchase a transferred financial asset...

  • Page 210
    ... Consolidated Statement of Income Change in Interest fair value Total Other Gain on Interest Interest and fees due to included income, mortgage and on on loans on finance credit in net of automotive heldâˆ'forâˆ'sale longâˆ'term receivables risk (c) earnings losses loans, net debt (b) (a) and loans...

  • Page 211
    ... of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The following table provides the aggregate fair value and the aggregate unpaid principal balance for the fair value optionâˆ'elected loans and longâˆ'term debt instruments. 2011 2010 Unpaid Unpaid principal...

  • Page 212
    ... value Financial assets Loans heldâˆ'forâˆ'sale, net (a) $ 8,557 $ 8,674 $ 11,411 $ 11,449 Finance receivables and loans, net (a) 113,252 113,576 100,540 99,462 Nonmarketable equity investments 419 423 504 506 Financial liabilities Deposit liabilities $ 45,050 $ 45,696 $ 39,048 $ 39,303 Shortâˆ'term...

  • Page 213
    ... States and Canada and includes the automotive activities of Ally Bank and ResMor Trust. For consumers, we offer retail automotive financing and leasing for new and used vehicles, and through our commercial automotive financing operations, we fund dealer purchases of new and used vehicles through...

  • Page 214
    .... At December 31, 2011, 2010 and 2009, total assets were $1.2 billion, $1.6 billion, and $3.3 billion for the Commercial Finance Group, respectively. Net financing revenue after the provision for loan losses totaled $2.3 billion, $2.2 billion, and $(3.4) billion in 2011, 2010 and 2009, respectively...

  • Page 215
    ... and Guarantor Consolidating Financial Statements Certain of our senior notes are guaranteed by a group of subsidiaries (the Guarantors). The Guarantors, each of which is a 100% directly owned subsidiary of Ally Financial Inc., are Ally US LLC, IB Finance Holding Company LLC, GMAC Latin America...

  • Page 216
    ... Interest on shortâˆ'term borrowings Interest on longâˆ'term debt Interest on intercompany debt Total interest expense Depreciation expense on operating lease assets Net financing (loss) revenue Dividends from subsidiaries Nonbank subsidiaries Other revenue Servicing fees Servicing asset valuation...

  • Page 217
    ... Interest on shortâˆ'term borrowings Interest on longâˆ'term debt Interest on intercompany debt Total interest expense Depreciation expense on operating lease assets Net financing (loss) revenue Dividends from subsidiaries Nonbank subsidiaries Other revenue Servicing fees Servicing asset valuation...

  • Page 218
    ... Interest on shortâˆ'term borrowings Interest on longâˆ'term debt Interest on intercompany debt Total interest expense Depreciation expense on operating lease assets Net financing (loss) revenue Dividends from subsidiaries Nonbank subsidiaries Other revenue Servicing fees Servicing asset valuation...

  • Page 219
    ... Trading assets Investment securities Loans heldâˆ'forâˆ'sale, net Finance receivables and loans, net Finance receivables and loans, net Intercompany loans to Bank subsidiary Nonbank subsidiaries Allowance for loan losses Total finance receivables and loans, net Investment in operating leases, net...

  • Page 220
    ... loans to Bank subsidiary Nonbank subsidiaries Allowance for loan losses Total finance receivables and loans, net Investment in operating leases, net Intercompany receivables from Bank subsidiary Nonbank subsidiaries Investment in subsidiaries Bank subsidiary Nonbank subsidiaries Mortgage servicing...

  • Page 221
    ... capital Proceeds from sale of business unit, net Other, net Net cash provided by (used in) investing activities Financing activities Net change in shortâˆ'term borrowings - third party Net increase in bank deposits Proceeds from issuance of longâˆ'term debt - third party Repayments of longâˆ'term...

  • Page 222
    ... capital Proceeds from sale of business unit, net Other, net Net cash (used in) provided by investing activities Financing activities Net change in shortâˆ'term borrowings - third party Net increase in bank deposits Proceeds from issuance of longâˆ'term debt - third party Repayments of longâˆ'term...

  • Page 223
    ... capital Proceeds from sale of business unit, net Other, net Net cash (used in) provided by investing activities Financing activities Net change in shortâˆ'term borrowings - third party Net increase in bank deposits Proceeds from issuance of longâˆ'term debt - third party Repayments of longâˆ'term...

  • Page 224
    ... the repayment of thirdâˆ'party debt obligations in the case of default. These guarantees are collateralized by retail loans or finance leases. Standby Letters of Credit Our Commercial Finance Group issues standby letters of credit to customers that represent irrevocable guarantees of payment of...

  • Page 225
    ... Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K The mortgageâˆ'lending and revolving credit line commitments contain an element of credit risk. Management reduces its credit risk for unused mortgageâˆ'lending and unused revolving credit line commitments by...

  • Page 226
    ... Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K agreement in principle with the federal government, 49 state attorneys general, and 45 state banking departments with respect to investigations into procedures followed by mortgage servicing companies and banks in...

  • Page 227
    ... the form of securitizations guaranteed by the GSEs, securitizations to private investors, and to wholeâˆ'loan investors. In connection with a portion of our Mortgage Companies' privateâˆ'label securitizations, the monolines insured all or some of the related bonds and guaranteed timely repayment of...

  • Page 228
    ..., the applicable Mortgage Companies sold $250.8 billion of loans to the GSEs. Each GSE has specific guidelines and criteria for sellers and servicers of loans underlying their securities. In addition, the risk of credit loss of the loan sold was generally transferred to investors upon sale of the...

  • Page 229
    ...the applicable Mortgage Companies with respect to exposure for privateâˆ'label MBS in which Freddie Mac had previously invested, loans where Ally Bank is the owner of the servicing, as well as defects in certain other specified categories of loans. Further, the applicable Mortgage Companies continue...

  • Page 230
    ... of Contents Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K Monoline Insurers Historically, the applicable Mortgage Companies securitized loans where the monolines insured all or some of the related bonds and guaranteed the timely repayment of bond principal and...

  • Page 231
    ... Mac, filed a complaint on September 2, 2011, against Ally; GMAC Mortgage Group, Inc. (GMAC Mortgage Group); Residential Capital LLC (ResCap); GMACâˆ'RFC; RFC; Ally Securities; RAMP; RASC; and RALI, in New York County Supreme Court. The complaint alleges that Freddie Mac purchased over $6 billion of...

  • Page 232
    ... in New York County Supreme Court. In two of these cases, both entitled Financial Guaranty Insurance Company v. RFC, et al., FGIC alleges that defendants RFC and ResCap breached their contractual representations and warranties relating to the characteristics of the mortgage loans contained...

  • Page 233
    ... New York. Other Matters Kessler Litigation Several putative class actions filed in 2001âˆ'2003, all alleging that originators Community Bank of Northern Virginia and Guaranty National Bank of Tallahassee charged certain interest rates and fees in violation of the applicable Secondary Mortgage Loan...

  • Page 234
    ... Notes to Consolidated Financial Statements Ally Financial Inc. • Form 10âˆ'K inclusion in the transaction, including compliance with underwriting standards or loan criteria established by the buyer, ability to deliver required documentation, and compliance with applicable laws. Generally, the...

  • Page 235
    ... common share Net (loss) income from continuing operations Net (loss) income Diluted earnings per common share Net (loss) income from continuing operations Net (loss) income 2009 Net financing revenue Total other revenue Total net revenue Provision for loan losses Other noninterest expense Loss from...

  • Page 236
    ... Statements Ally Financial Inc. • Form 10âˆ'K 33. Subsequent Events Declaration of Quarterly Dividend Payments On January 4, 2012, the Ally Board of Directors declared quarterly dividend payments on certain outstanding preferred stock. This included a cash dividend of $1.125 per share, or a total...

  • Page 237
    ... in the reports we file and submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Senior Executive Vice President of Finance and Corporate Planning (Principal Financial Officer), to allow timely decisions...

  • Page 238
    ...44 Chief Financial Officer Barbara Yastine 52 Chief Administrative Officer William F. Muir 57 President David J. DeBrunner 45 Vice President, Chief Accounting Officer, and Corporate Controller Sanjay Gupta 43 Chief Marketing Officer Thomas Marano 50 Chief Executive Officer, ResCap, and Chief Capital...

  • Page 239
    ... and the New York City Investment Fund and has been a board member of the New York Stock Exchange, General Signal, Loews Cineplex, and various other private and public companies. Jeffrey J. Brown - Appointed Senior Executive Vice President of Finance and Corporate Planning in June 2011. In this...

  • Page 240
    ... Ally Financial Inc. • Form 10âˆ'K investor relations. Mackey joined the company in 2009 as group vice president and senior finance executive responsible for financial planning and analysis, investor relations, corporate treasury finance, and banking subsidiary financial departments. Previously...

  • Page 241
    ...: (1) one director designated by affiliates of Cerberus Capital Management, L.P., (2) six directors designated by the U.S. Department of the Treasury (Treasury), (3) the chief executive officer of Ally and (4) three independent directors chosen by the members described in (1) through (3) above...

  • Page 242
    ... compensation of our named executive officers (NEOs, who are also our Senior Executive Officers (SEOs) for purposes of the Troubled Asset Relief Program (TARP) requirements). In making its determination for senior executives, other than the Chief Executive Officer (CEO), and in making changes to our...

  • Page 243
    ... the Company, or reward short term results to the detriment of long term value creation; and (3) Ally's compensation programs do not encourage the manipulation of reported earnings. The Committee, with the assistance of the Company's senior risk officers, will continue to assess the risks associated...

  • Page 244
    ... our total direct compensation against a peer group of other comparably sized financial services companies with whom we compete for business and senior executive talent, primarily in the auto finance, mortgage finance, and commercial finance markets. We use publicly available reported pay data...

  • Page 245
    ...knowledge, and experience of each executive. However, the pay restrictions under TARP significantly limit the form and amount of base salary paid in 2011. As a result, a significant portion of total direct compensation is delivered in the form of equityâˆ'based salary for alignment with shareholders...

  • Page 246
    ... Improved cost of funds in 2011, as compared to 2010 Position Ally to repay the United States Department of Treasury as soon as The United States Treasury sold $2.7 billion of Trust Preferred Securities to practical thirdâˆ'party investors To date, Ally Financial has paid $5.4 billion to the United...

  • Page 247
    ...of Trust Preferred Securities to practical thirdâˆ'party investors To date, Ally Financial has paid $5.4 billion to the United States Treasury including preferred dividends Thomas Marano - Chairman and Chief Executive Officer of Ally's Mortgage operations and, as of May 1, 2009, Ally's Chief Capital...

  • Page 248
    ...Inc. • Form 10âˆ'K William Muir - President of Ally Financial Inc. since 2004. Mr. Muir oversees the Company's auto finance, insurance, vehicle remarketing, and service operations. Mr. Muir is also chairman of Ally Insurance Group , and a member of the Ally Commercial Finance and Ally Bank Boards...

  • Page 249
    ... Levels of compensation (including incentive compensation) that may be paid to each Ally NEO and to other members of the top 25, as well as the terms of the pay arrangements, are determined by the Office of the Special Master for TARP Executive Compensation. The Special Master is an appointee of the...

  • Page 250
    ... 600,000 3,743,678 29,609 4,373,287 Senior Executive Vice President of Finance and Corporate Planning 2010 500,000 3,750,000 38,908 4,288,908 Thomas Marano 2011 600,000 7,403,449 31,450 8,034,899 Chief Executive Officer, ResCap, and Chief Capital Markets Officer 2010 500,000 6,906,250 26,785 7,433...

  • Page 251
    ... this service are the responsibility of the executive. Represents the total cost of liability insurance for 2011. Represents the total cost of life insurance for 2011. Represents the employer contribution, Company match contribution, and discretionary contribution made to the employees' 401(k) fund...

  • Page 252
    ... of Contents Ally Financial Inc. • Form 10âˆ'K Outstanding Equity Awards at 2011 Fiscal Year End - Stock Awards The following table provides information for the named executive officers regarding the Ally RSU and IRSU awards outstanding at December 31, 2011 Market value of shares or Number of...

  • Page 253
    ..., Ally will pay additional director compensation to John J. Stack for his service as a director of Ally Bank in an annual amount equal to $165,000, representing the equivalent of a Board retainer of $115,000 and an additional retainer of $50,000 for service on committees in lieu of meeting fees. 250

  • Page 254
    ...Ally Financial Inc. • Form 10âˆ'K The following table provides compensation for nonâˆ'employee directors who served during fiscal 2011. 2011...the nonâˆ'employee directors' cash retainer and fees consist of the following components: Committee chair or member/chair of Annual cash Board fees ($) ...

  • Page 255
    .../31/2011 27,500 John J. Stack DSU 3/31/2011 27,500 DSU 6/30/2011 27,500 DSU 10/1/2011 27,500 DSU 12/31/2011 27,500 The(d) following table sets forth the aggregate number of DSUs held by each nonâˆ'employee director at December 31, 2011. Each DSU represents one phantom share of Ally. Name Number of...

  • Page 256
    ...York, New York 10038âˆ'4982 115,434 8.67% Persons affiliated with Cerberus Capital Management, L.P. c/o Cerberus Capital Management, L.P. 299 Park Avenue, 22nd Floor New York, New York 10171 (a) All ownership is direct. For details with respect to equity incentive plans, refer to Item 11, Executive...

  • Page 257
    ... 2011. • GM occasionally provides payment guarantees on certain commercial and dealer loans and receivables Ally has outstanding. The amount of commercial and dealer loans and receivables covered by a GM guarantee was $127 million at December 31, 2011. • GM provides us certain other services and...

  • Page 258
    ... fees (b) 6 6 Tax fees (c) 1 1 Other (d) - - Total principal accountant fees $ 27 $ 27 (a) Audit fees include fees for the integrated audit of our annual Consolidated Financial Statements, reviews of interim financial statements included in our Quarterly Reports on Form 10âˆ'Q, and audit services...

  • Page 259
    ... of July 1, 1982, between the Company No. 2âˆ'75115, incorporated herein by reference. and Bank of New York (Successor Trustee to Morgan Guaranty Trust Company of New York), relating to Debt Securities 4.1.1 Form of First Supplemental Indenture dated as of April 1, 1986, Filed as Exhibit 4(g) to the...

  • Page 260
    ...of December 31, 2008, between the Company and The Bank of New York Mellon, Trustee Amended and Restated Indenture, dated March 1, 2011, between the Company and The Bank of New York Mellon, Trustee Form of Guarantee Agreement related to Ally Financial Inc. Senior Unsecured Guaranteed Notes Method of...

  • Page 261
    ... and Chrysler Group LLC* Intellectual Property License Agreement, dated November 30, 2006, by and between General Motors Corporation and GMAC LLC Capital and Liquidity Maintenance Agreement, entered into on October 29, 2010, between Ally Financial Inc., IB Finance Holding Company, LLC, Ally Bank and...

  • Page 262
    ... Funding Securities, LLC, Residential Asset Mortgage Products, Inc., Residential Funding Company LLC, Residential Funding Mortgage Securities I, Inc., Residential Accredit Loans, Inc., Homecomings Financial LLC, and the Federal National Mortgage Association* Ally Financial Inc. Longâˆ'Term Equity...

  • Page 263
    ... Federal Home Loan Mortgage Corporation, GMAC Mortgage, LLC and Residential Funding Company, LLC Computation of Ratio of Earnings to Fixed Charges Filed herewith. Ally Financial Inc. Subsidiaries as of December 31, 2010 Filed herewith. Consent of Independent Registered Public Accounting Firm Filed...

  • Page 264
    ... report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, this 28th day of February, 2012. /S/ MICHAEL A. CARPENTER /S/ JEFFREY J. BROWN Michael A. Carpenter Jeffrey J. Brown Chief Executive Officer Senior Executive Vice President of Finance...

  • Page 265
    Table of Contents Ally Financial Inc. • Form 10âˆ'K Signatures Ally Financial Inc. • Form 10âˆ'K /S/ FRANKLIN W. HOBBS Franklin W. Hobbs Ally Chairman /S/ ROBERT T. BLAKELY Robert T. Blakely Director /S/ MICHAEL A. CARPENTER Michael A. Carpenter Chief Executive Officer and Director /S/ MAYREE ...

  • Page 266
    ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN

  • Page 267
    ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN Table of Contents Section 1 Definitions Section 2 Purpose of Plan Section 3 Term of Plan; Amendment and Termination of Plan Section 4 Administration Section 5 Eligibility and Participation Section 6 Units Available under Plan; Common...

  • Page 268
    ...single business or product line or related group of businesses or product lines of the Company that, in the ordinary course of the Company's business, managerial and financial reporting are considered and managed as a division, including, but not limited to, the Company's North American Auto Finance...

  • Page 269
    ... of confidentiality with respect to Company information. (k) failure to promptly repay any Award payment that is determined to be owed to the Company pursuant to 8.6 below. 1.9 "Change in Control" shall mean both: (a) a change in the ownership of the Company in accordance with Treasury Regulation...

  • Page 270
    ... substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis), to a person other than FIM Holdings LLC, GM Finance Co. Holdings Inc., General Motors Corporation and their affiliates. 1.10 "Changeâˆ'inâˆ'Control Date...

  • Page 271
    ..." shall mean an underwritten sale to the public of the Company's equity securities pursuant to an effective registration statement filed with the Securities and Exchange Commission on Form Sâˆ'1 and after which the Company's equity securities are listed on the New York Stock Exchange or the American...

  • Page 272
    ... Strike Price times (y) the number of Units underlying the SAR subject to the Payment; and 1.27 "Plan" shall mean the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan. 1.28 "RSU" shall mean an Award designated as a fullâˆ'value compensatory vehicle where compensation attributable...

  • Page 273
    ...any other business entity in which the Company directly or indirectly has an ownership interest of more than 50 percent. 1.34 "Treasury Regulation" shall mean the regulations promulgated under the Code by the United States Department of the Treasury, as amended from time to time. 1.35 "Unforeseeable...

  • Page 274
    ... interests of the Company's Shareholders. 2.2 ERISA. The Plan is intended to be an unfunded "employee benefit plan" (as such term is defined and used under ERISA) which is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated...

  • Page 275
    ... sole discretion, to control, operate, manage and administer the Plan in accordance with its terms. 4.2 Award Letter. Each Award granted under the Plan shall be evidenced by an Award Letter, which shall be signed by an authorized agent or officer of Ally Financial Inc. and the Participant; provided...

  • Page 276
    ... make changes in such guidelines as it from time to time deems proper; (i) to make rules for carrying out and administering the Plan and make changes in such rules as it from time to time deems proper; (j) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions...

  • Page 277
    ...signed by all of the members of the Committee. In addition, the Committee may authorize any one or more of its members to execute... shall be paid by the Company or the Subsidiary whose employees have benefited ...4.7 Liability. No member of the Committee and no employee of the Company shall be liable for...

  • Page 278
    ... affected term. 6.3 Common Stock Value. The Board shall determine the Common Stock Value (i) at least once a year and (ii) as of a Changeâˆ'inâˆ'Control Date. The Board may in its sole discretion determine a Common Stock Value at any other time. The Common Stock Value shall take into account the...

  • Page 279
    ... in additional RSUs, based on the Common Share Value on the dividend payment date and such additional RSUs shall be subject to the same Vesting schedule, forfeiture rules, and other terms applicable to the related RSU Award. 8.0 VESTING AND PAYMENT OF AWARDS 8.1 Vesting. Each Award shall Vest...

  • Page 280
    ... may govern the Company's executive compensation, including but not limited to Title VII of the American Recovery and Reinvestment Act of 2009 and the Troubled Asset Relief Program and the regulations thereunder, Dividend Equivalents (if any) shall be Paid when the related RSU Award is paid to the...

  • Page 281
    ... in an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws within the three years prior to payment, or is found to require repayment under the provisions of any other Federal law or regulation that may govern the Company's executive...

  • Page 282
    ... a Subsidiary, and at all times thereafter, a Participant shall not make any statements or express any views that disparage the business reputation or goodwill of the Company and/or any of its Subsidiaries, affiliates, investors, Shareholders, officers, or employees. 9.5 Enforcement of Section 9. If...

  • Page 283
    ... remedies available at law or in equity for breach or threatened breach of this Section 9, including the recovery of damages. If the Company is successful in enforcing its rights under this provision, the affected Participant shall reimburse the Company for its legal fees and costs associated with...

  • Page 284
    ... terminated by the Company or a Subsidiary without Cause, including a Qualified Termination under the Ally Financial Inc. Senior Leadership Severance Plan effective as of June 1, 2008, prior to a Payment, then unless the termination is otherwise a Termination Due to the Sale of a Business Unit under...

  • Page 285
    ... so that all or a portion of the Awards will be Paid if a Participant has an Unforeseeable Emergency, provided that such Payment fully complies with Code Section 409A and any Federal law or regulation that may govern the Company's executive compensation, including but not limited to Title VII of the...

  • Page 286
    ...limited to, the Company and any Subsidiary and their directors, officers, agents and employees, makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to...

  • Page 287
    ... the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure...

  • Page 288
    Employee at any time. The adoption of the Plan shall not be deemed to give any Employee... have terms and conditions as determined by the Committee as necessary to comply with applicable foreign...Michigan without reference to principles of conflict of laws, except as superseded by applicable federal law.

  • Page 289
    ALLY FINANCIAL INC. SEVERANCE PLAN PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION As Amended May 1, 2011

  • Page 290
    ALLY FINANCIAL INC. SEVERANCE PLAN TABLE OF CONTENTS I. II. III. IV. V. VI. VII. VIII...Benefits Participant's Obligations Tax Matters Administration, Amendment and Termination Claims Procedure Other Information Statement of ERISA Rights Questions Regarding The Plan Miscellaneous Claims Procedure Page ...

  • Page 291
    ALLY FINANCIAL INC. SEVERANCE PLAN DEFINITIONS Claimant Claims Procedure Code Committee Company ERISA Exempt Person General Release Document(s) Level I Participant Level II Participant LTECIP Nonâˆ'Solicitation Period Other Severance Plans Participant Plan Qualified Termination of Employment ...

  • Page 292
    ... in the Plan is determined by a Participant's level of responsibility within the Company as described below. B.Employees who do not participate in the Company's Longâˆ'Term Incentive Plan LLC Longâˆ'Term Equity Compensation Incentive Plan ("LTECIP") will participate in this Plan at Benefit Level...

  • Page 293
    ...Employment," which means a termination of employment with the Company as a result of any of the following: 1. Elimination of current position or reduction in the total number of employees in the same department performing the same or similar job. 2. Substantial change in current duties for which the...

  • Page 294
    ... plan. C.Plan benefits will not be paid unless and until the Participant signs and does not revoke a General Release Document(s) in a form(s) that is satisfactory to, approved by, and provided by the Company. These documents may be changed from time to time. IV. PLAN BENEFITS A.Level I Participants...

  • Page 295
    ...15 and above full years of unbroken service: 52 weeks of pay C.Base salary for the purpose of determining commissionâˆ'eligible employees' Severance Pay is deemed to be $50,000 annually. D.Any debts or monies Participant owes to the Company or its subsidiaries or affiliates will be deducted from the...

  • Page 296
    ... business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him or her to divulge, disclose or make accessible such information; or 3. as to such confidential information that becomes generally known to the public or trade...

  • Page 297
    ... times prior to and following the termination date, a Participant shall not make any statements or express any views that disparage the business reputation or goodwill of the Company and/or any of its subsidiaries, affiliates, investors, members, officers, or employees. D.Return of Company Property...

  • Page 298
    ... limited to, the Company and any subsidiary and their directors, officers, agents and employees makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to...

  • Page 299
    ... by Ally Financial Inc. Funding: The Plan is unfunded and uninsured. Sources of Contributions: The employer, Ally Financial Inc., makes contributions in the amount necessary to pay benefits. Agent for Service of Legal Process on the Plan and Address at which Process May Be Served: Ally Financial Inc...

  • Page 300
    ...'s office and at other specified locations, such as worksites, all documents governing the Plan, and a copy of the latest annual report (Form 5500 Series), if any, filed by the plan with the U.S. Department of Labor, and available at the Public Disclosure Room of the Employee Benefits Security...

  • Page 301
    ... Administration. XI.QUESTIONS REGARDING THE PLAN Questions regarding the Plan may be directed to: the Vice President of Total Rewards, Ally Financial Inc., 1290 Avenue of the Americas, 3rd Floor, New York, NY 10104. XII.MISCELLANEOUS A.No Mitigation. A Participant shall be under no obligation...

  • Page 302
    ... by his or her designation as a participant under the Plan, and the Company or the applicable subsidiary reserves the right to terminate the employment of any employee at any time. The adoption of the Plan shall not be deemed to give any employee, or any other individual any right to be selected as...

  • Page 303
    APPENDIX CLAIMS PROCEDURE

  • Page 304
    ...might be paid under the terms of ...Vice President Total Rewards Ally Financial Inc. 1290 Avenue of the Americas, 3rd Floor New York, NY 10104 Your claim should include the following: Your name, address, telephone number, and social security number. Your dates of employment with the Company. Your job...

  • Page 305
    ... and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under ERISA § 502(a) following an adverse benefit determination on appeal. The claimant may appeal an adverse benefit determination to the Vice President of Total Rewards acting...

  • Page 306
    ... the Vice President of Total Rewards shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in connection with the initial benefit determination. General...

  • Page 307
    ... or her rights to file a claim and to ...employees to participate in the Plan, and the rights of participants and former participants and any other claimants to receive benefits under the Plan, and (3) to make factual determinations in connection with any of the foregoing. The Vice President of Total...

  • Page 308
    ... including any such denial, reduction, termination, or failure to provide or make payment that is based on a determination of a participant's eligibility to participate in the Plan. A document, record, or other information shall be considered "relevant" to a claimant's claim if such document, record...

  • Page 309
    ... for TARP Executive Compensation, effective January 1, 2011 (the "Investment Date"), a portion of your annualized 2011 base compensation, $_____, will be deferred and invested in Deferred Stock Units ("DSUs") as described below. This form of compensation remains subject to revision at any time in...

  • Page 310
    409A. In order to receive these DSUs, your signature is required no later than [Date]. Please return the signed copy to _____. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer [Date] Signature Date

  • Page 311
    .... 200 Renaissance Center, M/C482âˆ'B14âˆ'D46 Detroit, MI. 48265 Date Name Re: Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan Dear [Name]: • • • You have been granted an Award under the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan (the "Plan"). The...

  • Page 312
    ... cannot be located, any payments as a result of your death will be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary designation. If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its...

  • Page 313
    Plan, by signing in the indicated space below by [Date]. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN ("PLAN") AND WILL ABIDE BY THE TERMS AND CONDITIONS OF ...

  • Page 314
    ..., Detroit, MI. 48265 April 7, 2011 Michael Carpenter Re: Ally Deferred Stock Units Dear Michael: Consistent with the recent determination from the Office of the Special Master for TARP Executive Compensation, effective January 1, 2011 (the "Investment Date"), a portion of your annualized 2011 base...

  • Page 315
    ... to receive these DSUs, your signature is required no later than April 15, 2011. Please return the signed copy to Thelma Socia; [email protected], Phone (313) 656âˆ'6156. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 /s/ Michael A. Carpenter Signature April 15...

  • Page 316
    ...D46, Detroit, MI. 48265 April 7, 2011 Jeffrey Brown Re: Ally Deferred Stock Units Dear Jeffrey: Consistent with the recent determination from the Office of the Special Master for TARP Executive Compensation, effective January 1, 2011 (the "Investment Date"), a portion of your annualized 2011 base...

  • Page 317
    ... to receive these DSUs, your signature is required no later than April 15, 2011. Please return the signed copy to Thelma Socia; [email protected], Phone (313) 656âˆ'6156. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 /s/ Jeffrey J. Brown Signature April 15...

  • Page 318
    ...D46, Detroit, MI. 48265 April 7, 2011 William Muir Re: Ally Deferred Stock Units Dear William: Consistent with the recent determination from the Office of the Special Master for TARP Executive Compensation, effective January 1, 2011 (the "Investment Date"), a portion of your annualized 2011 base...

  • Page 319
    ...order to receive these DSUs, your signature is required no later than April 15, 2011. Please return the signed copy to Thelma Socia; [email protected], Phone (313) 656âˆ'6156. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 /s/ William F. Muir Signature April 15...

  • Page 320
    ..., Detroit, MI. 48265 April 7, 2011 Barbara Yastine Re: Ally Deferred Stock Units Dear Barbara: Consistent with the recent determination from the Office of the Special Master for TARP Executive Compensation, effective January 1, 2011 (the "Investment Date"), a portion of your annualized 2011 base...

  • Page 321
    ... to receive these DSUs, your signature is required no later than April 15, 2011. Please return the signed copy to Thelma Socia; [email protected], Phone (313) 656âˆ'6156. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 /s/ Barbara A. Yastine Signature April 15...

  • Page 322
    ...D46, Detroit, MI. 48265 April 7, 2011 Thomas Marano Re: Ally Deferred Stock Units Dear Thomas: Consistent with the recent determination from the Office of the Special Master for TARP Executive Compensation, effective January 1, 2011 (the "Investment Date"), a portion of your annualized 2011 base...

  • Page 323
    ... to receive these DSUs, your signature is required no later than April 15, 2011. Please return the signed copy to Thelma Socia; [email protected], Phone (313) 656âˆ'6156. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 /s/ Thomas F. Marano Signature April 15...

  • Page 324
    ...âˆ'D46, Detroit, MI. 48265 April 7, 2011 James Mackey Re: Ally Deferred Stock Units Dear James: Consistent with the recent determination from the Office of the Special Master for TARP Executive Compensation, effective January 1, 2011 (the "Investment Date"), a portion of your annualized 2011 base...

  • Page 325
    ...order to receive these DSUs, your signature is required no later than April 15, 2011. Please return the signed copy to Thelma Socia; [email protected], Phone (313) 656âˆ'6156. Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 /s/ James G. Mackey Signature April 15...

  • Page 326
    ... Michael: • You have been granted an Award under the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan (the "Plan"). The grant date of your Award is December 19, 2011 ("Grant Date"). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter will have the...

  • Page 327
    ... cannot be located, any payments as a result of your death will be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary designation. If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its...

  • Page 328
    Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN ("PLAN") AND WILL ABIDE BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD LETTER. /s/ Michael A. Carpenter ...

  • Page 329
    ... Jeffrey: • You have been granted an Award under the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan (the "Plan"). The grant date of your Award is December 19, 2011 ("Grant Date"). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter will have the...

  • Page 330
    ... cannot be located, any payments as a result of your death will be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary designation. If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its...

  • Page 331
    Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN ("PLAN") AND WILL ABIDE BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD LETTER. /s/ Jeffrey J. Brown ...

  • Page 332
    ... William: • You have been granted an Award under the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan (the "Plan"). The grant date of your Award is December 19, 2011 ("Grant Date"). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter will have the...

  • Page 333
    ... cannot be located, any payments as a result of your death will be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary designation. If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its...

  • Page 334
    Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN ("PLAN") AND WILL ABIDE BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD LETTER. /s/ William F....

  • Page 335
    ... Barbara: • You have been granted an Award under the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan (the "Plan"). The grant date of your Award is December 19, 2011 ("Grant Date"). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter will have the...

  • Page 336
    ... cannot be located, any payments as a result of your death will be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary designation. If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its...

  • Page 337
    Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN ("PLAN") AND WILL ABIDE BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD LETTER. /s/ Barbara A....

  • Page 338
    ... Thomas: • You have been granted an Award under the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan (the "Plan"). The grant date of your Award is December 19, 2011 ("Grant Date"). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter will have the...

  • Page 339
    ... cannot be located, any payments as a result of your death will be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary designation. If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its...

  • Page 340
    Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer April 7, 2011 I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN ("PLAN") AND WILL ABIDE BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD LETTER. /s/ Thomas F. ...

  • Page 341
    ... James: • You have been granted an Award under the Ally Financial Inc. Longâˆ'Term Equity Compensation Incentive Plan (the "Plan"). The grant date of your Award is December 19, 2011 ("Grant Date"). A copy of the Plan is attached. Capitalized terms not defined in this Award Letter will have the...

  • Page 342
    ... cannot be located, any payments as a result of your death will be made to your estate. The Ally LTECIP Beneficiary Form may also be used for any subsequent change in your beneficiary designation. If you reach age 65, or reach age 55 and have a combination of age and service to the Company and its...

  • Page 343
    Sincerely yours, James J. Duffy Ally Group VP and Chief HR Officer I ACCEPT AND AGREE TO BECOME A PARTICIPANT IN THE ALLY FINANCIAL INC. LONGâˆ'TERM EQUITY COMPENSATION INCENTIVE PLAN ("PLAN") AND WILL ABIDE BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD LETTER. /s/ James G. Mackey ...

  • Page 344
    ... Macâˆ'approved seller/servicers, pursuant to the terms and condition set forth in this Agreement; and WHEREAS, Freddie Mac has required that, concurrently with the Parties' execution of this Agreement, GMAC Inc. enter into a Guaranty (the "Guaranty") substantially in the form attached hereto and...

  • Page 345
    ... the fair value of liabilities related to term securitizations reported (in accordance with generally accepted accounting principles, consistently applied) on the GMAC Seller/Servicer's balance sheet); "fair value" means the value which would be realized in an exchange or series of exchanges between...

  • Page 346
    borrower, mortgage broker, loan officer, appraiser, title or closing agent, etc.). All other capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings set forth in the Guide and/or the other Purchase Documents. 2 Initial Payment Amount; Payment Amount; ...

  • Page 347
    ... at law, in equity, and/or under the Purchase Documents. 4 Repurchase and Loss Reimbursement Regarding Ineligible Mortgages. (i) Subject to the terms of the other subsections of this Section 4 (to the extent that such other subsections are applicable), each applicable GMAC Seller/Servicer shall, at...

  • Page 348
    ... equal to the rate stated in the mortgage note; (C) Amounts advanced by the applicable GMAC Seller/Servicer (and not reimbursed to such GMAC Seller/Servicer) to pay taxes, insurance premiums, homeowners association or condominium association dues with respect to the collateral property that is the...

  • Page 349
    ... of mortgage insurance attributable to the fact that a Mortgage is secured by property that, at the time the Mortgage was purchased (or guaranteed) by Freddie Mac, was primarily commercial rather than residential in nature would cause the applicable Mortgage to be an Ineligible Mortgage subject...

  • Page 350
    ..., which short sale resulted in a positive net present value (NPV), as determined with tools and terms provided by Freddie Mac for similarlyâˆ'situated Borrowers. The applicable GMAC Seller/Servicer will provide all information that Freddie Mac reasonably requests concerning the details of such...

  • Page 351
    ...GMAC Seller/Servicer is a signatory, whether or not any Affiliate of such GMAC Seller/Servicer is joined as a party. (iii) Notwithstanding the foregoing terms...may be no applicable precedent, and insofar...laws of the State of New York shall be deemed reflective of... from time to time, execute, acknowledge...

  • Page 352
    ..., the Federal Housing Finance Agency), or as otherwise required by applicable law (including, without limitation, applicable Federal securities law), or as that Party may deem reasonably necessary as part of its filings of SEC Forms 8âˆ'K, 10âˆ'Q or 10âˆ'K and related disclosures to investors (each...

  • Page 353
    ... (i) All terms and conditions of this ...HOME LOAN MORTGAGE CORPORATION By: Name: Title: GMAC MORTGAGE, LLC By: Name: Title: RESIDENTIAL FUNDING COMPANY, LLC By: Name: Title: /s/ James N. Young James N. Young CFO /s/ James N. Young James N. Young CFO /s/ Ray Romano Ray Romano EVP Chief Credit Officer

  • Page 354
    ... which the seller of a Mortgage provided a guaranty or any form of credit enhancement in connection with the sale of the Mortgage to Freddie Mac. Any additional terms applicable to the sale of Mortgages, such as written waivers. amendments or supplements to the Guide made available to the seller of...

  • Page 355
    EXHIBIT B Freddie Mac's wire transfer instructions are as follows: JP Morgan New York, New York ABA # 021000021 Account # 9102447498 Attn: Loss Recovery Proceeds

  • Page 356
    EXHIBIT C Mortgage Repurchase List Mortgage ID Amount Type ...loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan...

  • Page 357
    ...Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to...

  • Page 358
    ...Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to...

  • Page 359
    ...Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to...

  • Page 360
    ...Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to default âˆ' loan UPB Repurchases âˆ' prior to...

  • Page 361
    472913654 465787932 476342910 471188654 476358779 439538114 430166427 472550683 474162672 475842243 480060576 318878364 294166173 461117789 474017354 428754252 472422197 428534910 474524604 292200331 429452446 418025460 294165789 320474968 430907443 329333801 479274363 466125623 479711356 431860424 ...

  • Page 362
    ...this day of Federal Home Loan Mortgage Corporation ("Freddie Mac"). Attachment 1 GUARANTY , 2010, is made by GMAC Inc. ("Guarantor"), a Delaware corporation, in favor of WITNESSETH: WHEREAS, GMAC Mortgage, LLC1 and Residential Funding Company, LLC2 (each, a "Seller/Servicer", and collectively, the...

  • Page 363
    ...relating thereto; (b) any change in the time, manner or place of performance of, or in any other term of, the Obligations, or any other amendment or waiver of the terms...Servicers have each, with Freddie Mac's prior written approval pursuant to the Guide, transferred all Freddie Mac servicing to a new...

  • Page 364
    ...Drive, Detroit, Ml 48265, and if to Freddie Mac, Attn: Director âˆ' Counterparty Credit Risk Management, faxed to 571/382âˆ'3936, or mailed or delivered to 1551 Park Run Drive, McLean, VA 22102 (with a copy to Legal Division, Freddie Mac, Attn: Vice President and Deputy General Counsel, Mortgage Law...

  • Page 365
    ... any term, condition or provision hereof or in any of the applicable Purchase Documents, no third party, including (without limitation) any Seller/Servicer, shall...this Guaranty to be executed and delivered by its duly authorized officer. GMAC Inc. By: (Signature) (Typed Name and Title) 27

  • Page 366
    ... 30, 2010, as described in Note 20 to the Consolidated Financial Statements in our 2010 Annual Report on Form 10âˆ'K. The ratio indicates a less than oneâˆ'toâˆ'one coverage for the years ended December 31, 2011, 2009, and 2007. Earnings available to for fixed charges for the years ended December 31...

  • Page 367
    ... Credit Canada Limited GMAC International Finance B.V. GMAC Latin America Holdings LLC GMAC Mortgage Group LLC Residential Capital, LLC GMAC Residential Holding Company, LLC GMAC Mortgage, LLC GMACâˆ'RFC Holding Company, LLC Residential Funding Company, LLC IB Finance Holding Company, LLC Ally Bank...

  • Page 368
    ... 28, 2012, relating to the consolidated financial statements of Ally Financial Inc. and the effectiveness of Ally Financial Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10 K of Ally Financial Inc. for the year ended December 31, 2011, in the following...

  • Page 369
    ... financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2012 /S/ MICHAEL A. CARPENTER Michael A. Carpenter Chief Executive Officer

  • Page 370
    ... any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2012 /S/ JEFFREY J. BROWN Jeffrey J. Brown Senior Executive Vice President of Finance and Corporate Planning

  • Page 371
    ... 32 Ally Financial Inc. Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 In connection with the Annual Report of Ally Financial Inc. (the Company) on Form 10âˆ'K for the period ending December 31, 2011, as filed with the Securities and...

  • Page 372
    ...months during any part of the most recently completed fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee compensation plans and the risks these plans pose to Ally Financial Inc.; (ii) The Committee has identified and limited during any part of the most...

  • Page 373
    ... on the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period is not applicable to Ally Financial Inc; (xi) Ally Financial Inc. will disclose the amount, nature, and...

  • Page 374
    ... Michael A. Carpenter Chief Executive Officer Ally Financial Inc. [Principal Executive Officer] Date: January 26, 2012 __/s/ Jeffrey J. Brown_____ Jeffrey J. Brown Senior Executive Vice President of Finance and Corporate Planning Ally Financial Inc. [Principal Financial Officer] Date: January...