Ally Bank 2012 Annual Report Download - page 229

227
set forth in the contract and no greater than our standard residual rates. To the extent remarketing sales proceeds are more than the
contract residual at termination, we reimburse GM for its portion of the higher residual value. The income from GM for residual
support was $5 million for the year ended December 31, 2012.
• GM provides financing rates below standard rates at which we purchase contracts (rate support). The revenue from GM for rate
support was $629 million for the year ended December 31, 2012.
• GM reimburses us for certain selling expenses we may incur on certain vehicles sold by us at auction. The income statement effect
for the reimbursements was $1 million for the year ended December 31, 2012.
• 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, 2012.
• GM provides us certain other services and facilities services for which we reimburse them. The income statement effect for these
services was $86 million for the year ended December 31, 2012.
• GM provides us certain marketing services for which we reimburse them. The income statement effect for the marketing services
was $5 million for the year ended December 31, 2012.
• We have accounts payable to GM that include wholesale settlement payments to GM and notes payable. The balance outstanding
for accounts payable was $563 million for the year ended December 31, 2012.
Credit Arrangements and Other Amounts Due from or Owed to GM
• We provide wholesale financing to GM for vehicles in which GM retains title while the vehicles are consigned to Ally or dealers in
Italy. The financing to GM remains outstanding until title is transferred to the dealers. The amount of financing provided to GM by
Ally under this arrangement varies based on inventory levels. At December 31, 2012, the amount of this financing outstanding was
$11 million.
• In various countries in Europe, we were party to a Rental Fleet Agreement in which we agreed to buy from the rental companies, on
agreed terms reflecting fair value, all vehicles sold by GM to rental car companies that GM had become obligated to repurchase.
The Rental Fleet Agreement provided for a true-up mechanism whereby GM was required to reimburse us to the extent the revenues
we earned from the resale of the vehicles were less than the amount we paid the rental companies to purchase such vehicles. At
December 31, 2012, we had a receivable in the amount of $18 million for providing this service.
Capital Contributions Received from GM
During 2012, we did not receive any capital contributions from GM.
Related Party Transaction Procedures
Pursuant to the Ally Financial Inc. Bylaws dated December 30, 2009 (the Bylaws), Ally and its subsidiaries must, subject to certain
limited exceptions, conduct all transactions with its affiliates, stockholders and their affiliates, current or former officers or directors, or any of
their respective family members on terms that are fair and reasonable and no less favorable to Ally than it would obtain in a comparable
arm's-length transaction with an independent third party.
In addition, the Bylaws further provide for procedures and approval requirements for certain transactions with related persons.
Specifically, without prior approval of the holders of a majority of Ally common stock (which must include a minimum of two common
stockholders) and at least a majority of the Ally independent directors, we are not permitted to enter into any transaction with any affiliate,
stockholder (other than governmental entities, except for the U.S. Department of Treasury in its capacity as a stockholder) or any of their
affiliates, or any senior executive officer (other than agreements entered into in connection with a person's employment) if the value of the
consideration provided exceeds $5 million or, if there is no monetary consideration paid or quantifiable value exchanged, if the agreement is
otherwise determined to be material. Notwithstanding the foregoing, no stockholder approval is required if at least a majority of Ally
independent directors determine that such transaction is entered into in the ordinary course of Ally's business and is on terms no less favorable
to Ally than those that would have been obtained in a comparable transaction with an independent third party.
Director Independence
For a discussion of the independence of members of the Ally Board of Directors and certain other corporate governance matters, refer to
Certain Corporate Governance Matters in Item 10.
Item 14. Principal Accountant Fees and Services
We retained Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively,
Deloitte & Touche) to audit our consolidated financial statements for the year ended December 31, 2012. We also retained Deloitte & Touche,
as well as other accounting and consulting firms, to provide various other services in 2012.
Table of Contents Ally Financial Inc. • Form 10-K