Ally Financial (ALLY) 8-K GMAC Financial Services Announces Key Capital and Strategic Actions

Contact GMAC Investor Relations at (866) 710-4623 or investor.relations@gmacfs.com

2009 Fourth Quarter Strategic Actions

January 5, 2010

4:00 PM EST

Exhibit 99.2

2

Q4 2009 Strategic Actions

Forward-Looking Statements

In

this

presentation,

the

use

of

the

words

"expect,"

"anticipate,"

“forecast,”

“initiative,”

“plan,”

“goal,”

“outlook,”

“priorities,”

“target,”

“objective,”

"estimate,"

"project,"

"intend,"

"evaluate,"

"pursue,"

"seek,"

"may,"

"would,"

"could,"

"should,"

“when,”

"believe,"

"potential,"

"continue,"

or

the

negative of any of those words or similar expressions is intended to identify forward-looking statements within the meaning of applicable securities

laws,

including

the

Private

Securities

Litigation

Reform

Act

of

1995.

All

statements

herein

and

in

related

management

comments,

other

than

statements of historical fact, including without limitation, statements about future events and financial performance, are forward-looking statements

that

involve

certain

risks

and

uncertainties.

While

these

statements

represent

our

current

judgment

on

what

the

future

may

hold,

and

we

believe

these judgments are reasonable, these statements are not guarantees of any events or financial results, and GMAC Inc.’s ("GMAC") actual results

may

differ

materially

due

to

numerous

important

factors

that

are

described

in

the

most

recent

reports

on

SEC

Forms

10-K

and

10-Q

for

GMAC

and

Residential

Capital,

LLC

(“ResCap”),

which

may

be

revised

or

supplemented

in

subsequent

reports

on

SEC

Forms

10-Q

and

8-K.

Such

factors

include,

among

others,

the

following:

uncertainty

of

the

entry

by

GMAC

or

ResCap

into

an

agreement

regarding

any

sale,

spin-off

or

alternative

transaction

involving

the

exit

of

ResCap’s

international

mortgage

business

and

uncertainty

regarding

the

completion

of

any

such

transaction;

uncertainty of GMAC’s ability to enter into transactions or execute strategic alternatives to realize the value of its mortgage operations; the

insufficiency

of

any

capital

contributions

made

to

ResCap

or

Ally

Bank

by

GMAC;

the

insufficiency

of

the

charges

incurred

by

ResCap

and

Ally

Bank in

connection

with

the

mortgage-related

assets

of

ResCap

and

Ally

Bank,

and

the

possible

need

to

incur

additional

charges

in

the

future,

which

could

be

substantial;

uncertainty

regarding

ResCap’s

ability

to

repay

its

outstanding

liabilities,

and

the

uncertainty

regarding

the

completion

of any actions or transaction to settle or repay such liabilities; continued challenges in the residential mortgage and capital markets; the continuing

negative impact on ResCap

of the decline in the U.S. housing market; changes in U.S.-government sponsored mortgage programs or disruptions

in the markets in which our mortgage subsidiaries operate; our inability to repay our outstanding obligations to the U.S. Department of the

Treasury,

or

to

do

so

in

a

timely

fashion

and

without

disruption

to

our

business;

our

inability

to

successfully

accommodate

the

additional

risk

exposure

relating

to

providing

wholesale

and

retail

financing

to

Chrysler

LLC

("Chrysler")

dealers

and

customers

and

the

resulting

impact

to

our

financial

stability;

uncertainty

regarding

General

Motors’

(“GM”)

and

Chrysler’s

recent

emergences

from

bankruptcy

protection;

uncertainty

of

securing low cost funding for GMAC and maintaining the mutually beneficial relationship between GMAC, GM and Chrysler; our ability to maintain

an appropriate level of debt and capital; the profitability and financial condition of GM and Chrysler; our ability to realize the anticipated benefits

associated

with

our

recent

conversion

to

a

bank

holding

company,

and

the

increased

regulation

and

restrictions

that

we

are

subject

to;

fluctuation

in the residual

value

of

off-lease

vehicles;

disruptions

in

the

market

in

which

we

fund

GMAC's

and

ResCap’s

operations,

with

resulting

negative

impact on our liquidity; changes in our accounting assumptions that may be required by or result from changes in accounting rules or their

application that could result in an impact on earnings; changes in the credit ratings of ResCap, GMAC, GM or Chrysler; changes in economic

conditions, currency exchange rates or political stability in the markets in which we operate; and changes in the existing or the adoption of new

laws, regulations, policies or other activities of governments, agencies and similar organizations. Investors are cautioned not to place undue

reliance on forward-looking statements. GMAC undertakes no obligation to update publicly or otherwise revise any forward-looking statements,

whether as a result of new information, future events or other such factors that affect the subject of these statements, except where expressly

required by law.

Use

of

the

term

“loans”

describes

products

associated

with

direct

and

indirect

lending

activities

of

GMAC’s

global

operations.

The

specific

products

include

retail

installment

sales

contracts,

loans,

lines

of

credit,

leases

or

other

financing

products.

The

term

“originate”

refers

to

GMAC’s

purchase,

acquisition

or

direct

origination

of

various

“loan”

products.

3

Q4 2009 Strategic Actions

Fourth Quarter Actions:  Summary

•

Stress Test Resolution:

GMAC issued securities to the U.S. Treasury in exchange for $3.79 billion in cash

Completes the two-part capital investment anticipated in connection with SCAP

•

Strategic Mortgage Actions:

GMAC will take a $3.8 billion pre-tax charge related to strategic actions announced

Revalued selected higher risk mortgage loans, which GMAC now intends to sell

Increased repurchase reserve liability

•

GMAC expects to announce a combined fourth quarter net loss of approximately $5 billion, driven by the above

charges and other fourth quarter activity including additional loan loss allowance, tax valuation allowances, OID

amortization and discontinued operations

Given the capital investments from the U.S. Treasury, GMAC expects to maintain a Total Capital Ratio in

excess of 15%, despite the expected fourth quarter loss

These actions allow GMAC to fully focus on the opportunities in its core global automotive services

business:

•

Market Driven Company

•

Low Cost / High Quality Competitor

4

Q4 2009 Strategic Actions

Fourth Quarter Actions:  Benefits

•

Minimizes

impact

on

GMAC

from

future

ResCap

issues

•

Positions GMAC for improved financial performance

•

Strengthens GMAC’s capital base

•

Accelerates capital markets access

•

Positions

GMAC

to

explore

strategic

alternatives

for

ResCap

and

the

mortgage

business

These strategic actions also provide GMAC the best opportunity to fully repay the U.S. Treasury on a timely basis

5

Q4 2009 Strategic Actions

•

GMAC received $3.79 billion in cash from the issuance of new securities to the U.S. Treasury, which included

$2.54 billion in exchange for Trust Preferred securities and $1.25 billion in exchange for Mandatory

Convertible Preferred securities (“MCP”)

–

Allows GMAC to achieve the required SCAP capital buffer needed to meet the worse-than-expected scenario

–

This amount is down from the $5.6 billion remaining capital requirement initially announced in May 2009

–

Cash distributions will accrue at a rate of 8% for the Trust Preferred and 9% for the MCP

•

The U.S. Treasury exchanged all of its $5.25 billion existing non-convertible preferred investment for MCP

•

The U.S. Treasury converted $3.0 billion of its aggregate MCP investment into GMAC common equity

•

After these actions, the U.S. Treasury now holds an aggregate of

$11.4 billion in MCP, $2.67 billion in Trust

Preferred (including exercised warrants) and 56% of GMAC’s common equity

Details of Capital Actions

Current Common Ownership

Pro-Forma Common Ownership

GM Trust

15%

3rd Party

Investors

18%

Cerberus

22%

US Treasury

35%

GM

10%

US Treasury

56%

Cerberus

15%

3rd Party

Investors

12%

GM Trust

10%

GM

7%

6

Q4 2009 Strategic Actions

•

A strategic review of the mortgage operations has resulted in several reclassifications and revaluations of

certain mortgage related assets, which GMAC intends to sell

–

International ResCap

Assets:

ResCap

reclassified the majority of its international mortgage business and

related assets from held for investment (“HFI”) to held for sale (“HFS”), resulting in a pre-tax loss of

approximately $1.3 billion

–

Domestic ResCap

Loans:

ResCap

reclassified $2.3 billion in book value of additional HFI assets to HFS,

resulting in a pre-tax charge of approximately $0.7 billion

–

Ally Bank Loans:

Ally Bank reclassified $2.8 billion in book value of HFI assets to HFS, resulting in a pre-tax

charge of approximately $1.3 billion

These loans were purchased by GMAC, which subsequently contributed them to ResCap

–

Other

expenses:

In

the

normal

course,

ResCap

increased

its

repurchase

reserve

liability

by

$0.5

billion

–

Recapitalization:

GMAC

replenished

capital

at

both

Ally

Bank

and

ResCap

to

maintain

regulatory

and

covenant

requirements

Ally Bank:  GMAC contributed cash capital of $1.3 billion

ResCap:  GMAC contributed capital of $2.7 billion in the form of mortgage loans, debt forgiveness and

cash

Details of Mortgage Related Actions

7

Q4 2009 Strategic Actions

•

From its peak of approximately $136 billion in 2006, ResCap

has reduced its assets to approximately $20

billion while working through the challenges of underperforming legacy assets

•

Of the

approximately

$20.0

billion

in

assets

remaining

on

ResCap’s

balance

sheet,

$4.3

billion

represent

assets with greater economic exposure

–

These assets have been transferred from HFI to HFS and written down accordingly

ResCap

Balance Sheet Analysis

Cash, accounting and

other less value sensitive assets

Assets already carried at

fair or net realizable value

($ in billions)

Total Assets

$19.7

Less:  Cash and Cash Equivalents

(0.9)

Less:  Accounts Receivable (Servicing Advances, etc)

(2.5)

Less:

Securitized

Assets

(1)

(5.7)

Less:  Derivatives and Derivative Collateral

(1.5)

Less:  Restricted Cash

(0.8)

Less:  Other Assets

(0.6)

Subtotal

7.8

Less:  Mortgage Servicing Rights

(2.4)

Less:  Real Estate Owned

(0.2)

Less:  AFS and Trading Securities

(0.2)

Less:  Certain International Lending Receivables and Securities

(0.3)

Less:

Certain

Domestic

Lending

Receivables

and

Other

Assets

(2)

(0.4)

Select Assets Subject to Valuation

$4.3

ResCap

Balance Sheet Analysis

as of September 30, 2009

(1)

Includes

$1.8B

relating

to

non-recourse

off

balance

sheet

securitizations

where

ResCap

has

the

option,

but

not the obligation, to repurchase certain loans.  Also includes $3.7B of loans in non-recourse on balance sheet

securitizations, which are carried at a significant discount.

(2)

Includes construction loans, model home loans and other assets.

8

Q4 2009 Strategic Actions

•

A thorough analysis was conducted, which utilized several assumptions to determine the adjusted carrying

values for the ResCap

and Ally Bank domestic mortgage loans:

–

Defaults, loss severity and prepayments:  Projected based on loan level characteristics such as FICO, LTV and loan type

–

Home

price

assumptions:

Derived

from

Moody’s

Economy.com

baseline,

portfolio

weighted

results

reflect

current

to

trough

decline

of

6.1%

and

8.4%

for

ResCap

and

Ally

loans

respectively,

with

troughs

occurring

in

1Q’11

–

Delinquencies:  Peak after 2010

–

Discount rate:  20% applied to resulting cash flows

•

The values of the international assets were adjusted based on several factors including third party business

valuation discussions as well as market conditions for similar assets

Mortgage Valuation:  ResCap

and Ally Bank

Unpaid

Pro Forma

% of Unpaid

Principal

Carrying

Carrying

Principal

($ in billions)

Balance

Value

Marks

Value

Balance

Selected International Assets

$2.4

$2.0

($1.3)

$0.7

30%

Domestic Mortgage Loans

$3.3

$2.3

($0.7)

$1.6

49%

ResCap

Loans Subject to Valuation

$5.6

$4.3

($2.0)

$2.3

41%

Selected

Ally

Bank

Loans

Contributed

to

ResCap

(2)

$3.6

$2.8

($1.3)

$1.5

42%

Total Mortgage Loan Valuations

$9.2

$7.0

($3.3)

$3.8

41%

ResCap

Repurchase Reserve Expense

($0.5)

Total Pre-Tax Losses as a Result of Q4 Mortgage Actions

($3.8)

(1)

Unpaid principal balances and carrying values are shown as of Sept. 30 while the dollar amount of marks are based on preliminary Nov. 30 asset balances. 

This analysis is preliminary and unaudited.  Additional financial results and details to be provided with full fourth quarter results.

(2)

Includes

certain

mortgage

loans

at

Ally

Bank

that

were

identified

as

higher

risk

for

reasons

such

as

high

LTV,

low

FICO

or

late

stage

delinquency

Summary of Mortgage Related Losses

Pro

Forma

from

September

30,

2009

(1)

(1)

9

Q4 2009 Strategic Actions

•

Structure results in $3.79 billion of new capital from the U.S. Treasury

•

Finalizes the amount and terms of the additional capital to be issued to the U.S. Treasury in connection with

SCAP

•

Strengthens GMAC’s capital base

•

Reduces fixed charge requirements with the conversion of a material amount of MCP to common equity and

the issuance of tax deductible Trust Preferred securities

•

Strengthens Ally Bank by the removal of higher risk mortgage loans and corresponding cash capital

injection by GMAC

•

Improves the credit quality of the remaining balance sheet

•

Minimizes ResCap

risk and improves transparency

•

Positions

GMAC

to

explore

strategic

alternatives

for

ResCap

and

the

mortgage

business

We believe these actions and support by the U.S. Treasury will benefit all GMAC stakeholders in

providing the best opportunity for profitability and the execution of a diversified funding plan

Conclusion

Capital Actions

Mortgage Related Actions