Exhibit 99.1
ALLY FINANCIAL INC.
The following Unaudited Pro Forma Condensed Consolidated Financial Statements of Ally Financial Inc. and its consolidated subsidiaries (collectively, “Ally”, “we” and “our”) are included herein:
| · | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012 |
| · | Unaudited Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 2012 |
| · | Unaudited Pro Forma Condensed Consolidated Statement of Income for the years ended December 31, 2011, 2010, and 2009 |
| · | Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements |
On February 1, 2013, Ally Financial Inc. (“Ally”) closed its previously announced sale of the Canadian automotive finance operations, Ally Credit Canada Limited, and ResMor Trust (“Ally Canada”) to Royal Bank of Canada. Ally received approximately $3.7 billion in proceeds upon closing, which is subject to customary post-closing adjustments,and $400 million of dividends paid following the announcement of the transaction but prior to close. The proceeds were calculated based on an estimate of the net asset value as of the closing date and will ultimately need to be finalized.
The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with, and have been prepared by applying pro forma adjustments to, the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011, portions of which have been updated by the Current Report on Form 8-K filed on August 3, 2012, and our Unaudited Condensed Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2012. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012 is presented as if the disposition of Ally Canada occurred on September 30, 2012. The Unaudited Pro Forma Condensed Consolidated Statements of Income for the nine months ended September 30, 2012 and for each of the years ended December 31, 2011, 2010, and 2009 reflect the sale of Ally Canada assuming the sale had occurred as of the beginning of the year ended December 31, 2009 and excludes results from discontinued operations.
The pro forma adjustments, as described in the Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements, are based on currently available information. While such adjustments are subject to change, management believes such adjustments are reasonable and directly attributable to the sale of Ally Canada.
The Unaudited Pro Forma Condensed Consolidated Financial Statements are presented for informational purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the sale of Ally Canadaoccurred on, or as of, the dates indicated, nor are they necessarily indicative of future operating results or financial position.
ALLY FINANCIAL INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)
| ($ in millions) | September 30, 2012 As Reported (a) | Pro Forma Adjustments | | Pro Forma |
| Assets | | | | |
| Cash and cash equivalents | | | | |
| Noninterest-bearing | $1,305 | $4,053 | (b) | $5,358 |
| Interest-bearing | 15,852 | (1,321) | (c) | 14,531 |
| Total cash and cash equivalents | 17,157 | 2,732 | | 19,889 |
| Investment securities | 13,770 | (484) | (c) | 13,286 |
| Loans held-for-sale, net | 1,937 | — | | 1,937 |
| Finance receivables and loans, net | | | | |
| Finance receivables and loans, net | 121,259 | (11,283) | (c) | 109,976 |
| Allowance for loan losses | (1,423) | 29 | (c) | (1,394) |
| Total finance receivables and loans, net | 119,836 | (11,254) | | 108,582 |
| Investment in operating leases, net | 12,708 | (12) | (c) | 12,696 |
| Mortgage servicing rights | 902 | — | | 902 |
| Premiums receivable and other insurance assets | 1,861 | — | | 1,861 |
| Other assets | 13,936 | (549) | (c) | 13,387 |
| Assets of operations held-for-sale | 375 | — | | 375 |
| Total assets | $182,482 | ($9,567) | | $172,915 |
| Liabilities | | | | |
| Deposit liabilities | | | | |
| Noninterest-bearing | $2,487 | $— | | $2,487 |
| Interest-bearing | 47,385 | (4,022) | (c) | 43,363 |
| Total deposit liabilities | 49,872 | (4,022) | | 45,850 |
| Short-term borrowings | 5,877 | — | | 5,877 |
| Long-term debt | 93,028 | (5,992) | (c) | 87,036 |
| Interest payable | 1,590 | (29) | (c) | 1,561 |
| Unearned insurance premiums and service revenue | 2,693 | — | | 2,693 |
| Reserves for insurance losses and loss adjustment expenses | 441 | — | | 441 |
| Accrued expenses and other liabilities | 9,962 | (14) | (c) | 9,948 |
| Liabilities of operations held-for-sale | 254 | — | | 254 |
| Total liabilities | 163,717 | (10,057) | | 153,660 |
| Equity | | | | |
| Common stock and paid-in capital | 19,668 | — | | 19,668 |
| Mandatorily convertible preferred stock held by U.S. Department of Treasury | 5,685 | — | | 5,685 |
| Preferred stock | 1,255 | — | | 1,255 |
| Accumulated deficit | (8,129) | 1,164 | (d) | (6,965) |
| Accumulated other comprehensive income (loss) | 286 | (674) | (e) | (388) |
| Total equity | 18,765 | 490 | | 19,255 |
| Total liabilities and equity | $182,482 | ($9,567) | | $172,915 |
See the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
ALLY FINANCIAL INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (unaudited)
| ($ in millions) | Nine months ended
September 30, 2012 As Reported (a) | Pro Forma Adjustments (f) | Pro Forma |
| Financing revenue and other interest income | | | |
| Interest and fees on finance receivables and loans | $5,020 | ($425) | $4,595 |
| Interest on loans held-for-sale | 131 | - | 131 |
| Interest on trading assets | 13 | - | 13 |
| Interest and dividends on available-for-sale investment securities | 243 | (6) | 237 |
| Interest-bearing cash | 54 | (9) | 45 |
| Operating leases | 1,758 | (45) | 1,713 |
| Total financing revenue and other interest income | 7,219 | (485) | 6,734 |
| Interest expense | | | |
| Interest on deposits | 555 | (73) | 482 |
| Interest on short-term borrowings | 181 | (4) | 177 |
| Interest on long-term debt | 3,286 | (122) | 3,164 |
| Total interest expense | 4,022 | (199) | 3,823 |
| Depreciation expense on operating lease assets | 969 | 45 | 1,014 |
| Net financing revenue | 2,228 | (331) | 1,897 |
| Other revenue | | | |
| Servicing fees | 617 | - | 617 |
| Servicing asset valuation and hedge activities, net | 70 | - | 70 |
| Total servicing income, net | 687 | - | 687 |
| Insurance premiums and service revenue earned | 1,098 | - | 1,098 |
| Gain on mortgage and automotive loans, net | 401 | - | 401 |
| Other gain on investments, net | 137 | (4) | 133 |
| Other income, net of losses | 728 | (7) | 721 |
| Total other revenue | 3,051 | (11) | 3,040 |
| Total net revenue | 5,279 | (342) | 4,937 |
| Provision for loan losses | 285 | (2) | 283 |
| Noninterest expense | | | |
| Compensation and benefits expense | 1,208 | (40) | 1,168 |
| Insurance losses and loss adjustment expenses | 518 | - | 518 |
| Other operating expenses | 3,268 | (54) | 3,214 |
| Total noninterest expense | 4,994 | (94) | 4,900 |
| Income (loss) from continuing operations before income tax expense | $— | ($246) | ($246) |
See the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
ALLY FINANCIAL INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (unaudited)
| ($ in millions) | Nine months ended
September 30, 2011 As Reported (a) | Pro Forma Adjustments (f) | Pro Forma |
| Financing revenue and other interest income | | | |
| Interest and fees on finance receivables and loans | $4,976 | ($474) | $4,502 |
| Interest on loans held-for-sale | 256 | - | 256 |
| Interest on trading assets | 10 | - | 10 |
| Interest and dividends on available-for-sale investment securities | 311 | (13) | 298 |
| Interest-bearing cash | 41 | (8) | 33 |
| Operating leases | 1,783 | (312) | 1,471 |
| Total financing revenue and other interest income | 7,377 | (807) | 6,570 |
| Interest expense | | | |
| Interest on deposits | 516 | (65) | 451 |
| Interest on short-term borrowings | 240 | 3 | 243 |
| Interest on long-term debt | 4,030 | (231) | 3,799 |
| Total interest expense | 4,786 | (293) | 4,493 |
| Depreciation expense on operating lease assets | 722 | (84) | 638 |
| Net financing revenue | 1,869 | (430) | 1,439 |
| Other revenue | | | |
| Servicing fees | 1,033 | - | 1,033 |
| Servicing asset valuation and hedge activities, net | (663) | - | (663) |
| Total servicing income, net | 370 | - | 370 |
| Insurance premiums and service revenue earned | 1,188 | - | 1,188 |
| Gain on mortgage and automotive loans, net | 301 | - | 301 |
| Loss on extinguishment of debt | (64) | - | (64) |
| Other gain on investments, net | 251 | (35) | 216 |
| Other income, net of losses | 573 | (12) | 561 |
| Total other revenue | 2,619 | (47) | 2,572 |
| Total net revenue | 4,488 | (477) | 4,011 |
| Provision for loan losses | 213 | (8) | 205 |
| Noninterest expense | | | |
| Compensation and benefits expense | 1,132 | (39) | 1,093 |
| Insurance losses and loss adjustment expenses | 567 | - | 567 |
| Other operating expenses | 2,392 | (93) | 2,299 |
| Total noninterest expense | 4,091 | (132) | 3,959 |
| Income (loss) from continuing operations before income tax expense | $184 | ($337) | ($153) |
See the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
ALLY FINANCIAL INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (unaudited)
| ($ in millions) | Year ended
December 31, 2011 As Reported (g) | Pro Forma Adjustments (h) | Pro Forma |
| Financing revenue and other interest income | | | |
| Interest and fees on finance receivables and loans | $6,635 | ($621) | $6,014 |
| Interest on loans held-for-sale | 332 | - | 332 |
| Interest on trading assets | 19 | - | 19 |
| Interest and dividends on available-for-sale investment securities | 398 | (16) | 382 |
| Interest-bearing cash | 54 | (11) | 43 |
| Operating leases | 2,298 | (356) | 1,942 |
| Total financing revenue and other interest income | 9,736 | (1,004) | 8,732 |
| Interest expense | | | |
| Interest on deposits | 700 | (86) | 614 |
| Interest on short-term borrowings | 314 | 1 | 315 |
| Interest on long-term debt | 5,209 | (281) | 4,928 |
| Total interest expense | 6,223 | (366) | 5,857 |
| Depreciation expense on operating lease assets | 1,038 | (87) | 951 |
| Net financing revenue | 2,475 | (551) | 1,924 |
| Other revenue | | | |
| Servicing fees | 1,358 | - | 1,358 |
| Servicing asset valuation and hedge activities, net | (789) | - | (789) |
| Total servicing income, net | 569 | - | 569 |
| Insurance premiums and service revenue earned | 1,573 | - | 1,573 |
| Gain on mortgage and automotive loans, net | 470 | - | 470 |
| Loss on extinguishment of debt | (64) | - | (64) |
| Other gain on investments, net | 294 | (35) | 259 |
| Other income, net of losses | 754 | (15) | 739 |
| Total other revenue | 3,596 | (50) | 3546 |
| Total net revenue | 6,071 | (601) | 5,470 |
| Provision for loan losses | 219 | (4) | 215 |
| Noninterest expense | | | |
| Compensation and benefits expense | 1,574 | (51) | 1,523 |
| Insurance losses and loss adjustment expenses | 713 | - | 713 |
| Other operating expenses | 3,498 | (113) | 3,385 |
| Total noninterest expense | 5,785 | (164) | 5,621 |
| Income (loss) from continuing operations before income tax expense | $67 | ($433) | ($366) |
See the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
ALLY FINANCIAL INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (unaudited)
| ($ in millions) | Year ended
December 31, 2010 As Reported (g) | Pro Forma Adjustments (h) | Pro Forma |
| Financing revenue and other interest income | | | |
| Interest and fees on finance receivables and loans | $6,546 | ($612) | $5,934 |
| Interest on loans held-for-sale | 601 | - | 601 |
| Interest on trading assets | 15 | - | 15 |
| Interest and dividends on available-for-sale investment securities | 356 | (10) | 346 |
| Interest-bearing cash | 69 | (6) | 63 |
| Operating leases | 3,596 | (995) | 2,601 |
| Total financing revenue and other interest income | 11,183 | (1,623) | 9,560 |
| Interest expense | | | |
| Interest on deposits | 641 | (62) | 579 |
| Interest on short-term borrowings | 324 | (6) | 318 |
| Interest on long-term debt | 5,701 | (397) | 5,304 |
| Total interest expense | 6,666 | (465) | 6,201 |
| Depreciation expense on operating lease assets | 1,903 | (643) | 1260 |
| Net financing revenue | 2,614 | (515) | 2,099 |
| Other revenue | | | |
| Servicing fees | 1,493 | - | 1,493 |
| Servicing asset valuation and hedge activities, net | (394) | - | (394) |
| Total servicing income, net | 1,099 | - | 1099 |
| Insurance premiums and service revenue earned | 1,750 | - | 1,750 |
| Gain on mortgage and automotive loans, net | 1,261 | - | 1261 |
| Loss on extinguishment of debt | (123) | - | (123) |
| Other gain on investments, net | 504 | - | 504 |
| Other income, net of losses | 537 | 9 | 546 |
| Total other revenue | 5,028 | 9 | 5037 |
| Total net revenue | 7,642 | (506) | 7,136 |
| Provision for loan losses | 442 | (22) | 420 |
| Noninterest expense | | | |
| Compensation and benefits expense | 1,576 | (47) | 1,529 |
| Insurance losses and loss adjustment expenses | 820 | - | 820 |
| Other operating expenses | 3,665 | (163) | 3,502 |
| Total noninterest expense | 6,061 | (210) | 5,851 |
| Income from continuing operations before income tax expense | $1,139 | ($274) | $865 |
See the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
ALLY FINANCIAL INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (unaudited)
| ($ in millions) | Year ended
December 31, 2009 As Reported (g) | Pro Forma Adjustments (h) | Pro Forma |
| Financing revenue and other interest income | | | |
| Interest and fees on finance receivables and loans | $6,471 | ($544) | $5,927 |
| Interest on loans held-for-sale | 416 | 107 | 523 |
| Interest on trading assets | 132 | - | 132 |
| Interest and dividends on available-for-sale investment securities | 220 | (3) | 217 |
| Interest-bearing cash | 98 | (3) | 95 |
| Operating leases | 5,435 | (1,618) | 3,817 |
| Total financing revenue and other interest income | 12,772 | (2,061) | 10,711 |
| Interest expense | | | |
| Interest on deposits | 677 | (4) | 673 |
| Interest on short-term borrowings | 465 | (28) | 437 |
| Interest on long-term debt | 5,949 | (523) | 5,426 |
| Total interest expense | 7,091 | (555) | 6,536 |
| Depreciation expense on operating lease assets | 3,519 | (1,250) | 2269 |
| Net financing revenue | 2,162 | (256) | 1,906 |
| Other revenue | | | |
| Servicing fees | 1,467 | - | 1,467 |
| Servicing asset valuation and hedge activities, net | (1,104) | - | (1,104) |
| Total servicing income, net | 363 | - | 363 |
| Insurance premiums and service revenue earned | 1,861 | - | 1,861 |
| Gain on mortgage and automotive loans, net | 799 | (5) | 794 |
| Loss on extinguishment of debt | 665 | - | 665 |
| Other gain on investments, net | 162 | - | 162 |
| Other income, net of losses | 190 | (152) | 38 |
| Total other revenue | 4,040 | (157) | 3883 |
| Total net revenue | 6,202 | (413) | 5,789 |
| Provision for loan losses | 5,603 | (64) | 5,539 |
| Noninterest expense | | | |
| Compensation and benefits expense | 1,517 | (39) | 1,478 |
| Insurance losses and loss adjustment expenses | 992 | - | 992 |
| Other operating expenses | 4,999 | (203) | 4,796 |
| Total noninterest expense | 7,508 | (242) | 7,266 |
| Loss from continuing operations before income tax expense | $(6,909) | ($107) | ($7,016) |
See the notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.
ALLY FINANCIAL INC.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
| (a) | Amounts represent historical financial information from our Quarterly Report on Form 10-Q for the nine months ended September 30, 2012. |
| (b) | Reflects the estimated receipt of proceeds from the purchaser of $3.7 billion,which is subject to customary post-closing adjustments, $400 million of dividends from Ally Canada to Ally completed in conjunction with the sale, net of the cash held byAlly Canadaon September 30, 2012. The proceeds were calculated based on an estimate of the net asset value as of the closing date. |
| (c) | Reflects the elimination of the assets and liabilities of Ally Canada attributable to the sale that closed on February 1, 2013. |
| (d) | Reflects the estimated gain on sale attributed to the sale of Ally Canada that closed on February 1, 2013. The actual gain on sale will differ from the pro forma estimate due to the difference in timing between the assumed closing dated for the pro forma financial statements and the actual closing date of February 1, 2013. |
| (e) | Reflects the elimination of the accumulated other comprehensive income of Ally Canada attributable to the sale that closed on February 1, 2013. |
| (f) | The adjustments relate to the elimination of Ally Canada for the nine months ended September 30, 2012, and 2011. |
| (g) | Amounts represent historical financial information from our Annual Report on Form 10-K for the year ended December 31, 2011, portions of which have been updated by the Current Report on Form 8-K filed on August 3, 2012. |
| (h) | The adjustments relate to the elimination of Ally Canada for the years ended December 31, 2011, 2010, and 2009. |
