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Ally Financial Inc.(GOM) 10-K

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Ally Financial Inc.(GOM) 10-K Ally Financial Inc. (GOM) 10-K Annual report pursuant to section 13 and 15(d) Filed on 02/25/2011 Filed Period 12/31/2010 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010, or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-3754 ALLY FINANCIAL INC. (Exact name of registrant as specified in its charter) Delaware 38-0572512 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 Renaissance Center P.O. Box 200 Detroit, Michigan 48265-2000 (Address of principal executive offices) (Zip Code) (866) 710-4623 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act (all listed on the New York Stock Exchange): Title of each class 6.00% Debentures due April 1, 2011 7.35% Notes due August 8, 2032 10.00% Deferred Interest Debentures due December 1, 2012 7.25% Notes due February 7, 2033 10.30% Deferred Interest Debentures due June 15, 2015 7.375% Notes due December 16, 2044 7.30% Public Income Notes (PINES) due March 9, 2031 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§ 229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer þ Smaller reporting company ¨ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ Aggregate market value of voting and nonvoting common equity held by nonaffiliates: Ally Financial Inc. common equity is not registered with the Securities and Exchange Commission and there is no ascertainable market value for such common equity. At February 25, 2011, the number of shares outstanding of the Registrant's common stock was 1,330,970 shares. Documents incorporated by reference. None. Table of Contents INDEX Ally Financial Inc. Form 10-K Page Part I Item 1. Business 1 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 29 Item 2. Properties 29 Item 3. Legal Proceedings 29 Item 4. (Removed and Reserved) 30 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31 Item 6. Selected Financial Data 32 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 128 Item 8. Financial Statements and Supplementary Data 129 Statement of Responsibility for Preparation of Financial Statements 129 Management's Report on Internal Control over Financial Reporting 130 Reports of Independent Registered Public Accounting Firm 131 Consolidated Statement of Income 133 Consolidated Balance Sheet 134 Consolidated Statement of Changes in Equity 136 Consolidated Statement of Cash Flows 138 Notes to Consolidated Financial Statements 140 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 253 Item 9A. Controls and Procedures 253 Item 9B. Other Information 253 Part III Item 10. Directors, Executive Officers, and Corporate Governance 254 Item 11. Executive Compensation 259 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 271 Item 13. Certain Relationships and Related Transactions, and Director Independence 271 Item 14. Principal Accounting Fees and Services 274 Part IV Item 15. Exhibits, Financial Statement Schedules 275 Index of Exhibits 275 Signatures 280 Table of Contents Part I Ally Financial Inc. Form 10-K Item 1. Business General Ally Financial Inc. (formerly GMAC Inc.) is a leading, independent, globally diversified, financial services firm with $172 billion in assets and operations in 37 countries. Founded in 1919, we are a leading automotive financial services company with over 90 years experience providing a broad array of financial products and services to automotive dealers and their customers. We are also one of the largest residential mortgage companies in the United States. We became a bank holding company on December 24, 2008, under the Bank Holding Company Act of 1956, as amended (the BHC Act). Our banking subsidiary, 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 $33.9 billion of deposits at December 31, 2010. The terms "Ally," "the Company," "we," "our," and "us" refer to Ally Financial Inc. and its subsidiaries as a consolidated entity, except where it is clear that the terms means only Ally Financial Inc. Our Business Global Automotive Services and Mortgage are our primary lines of business. Our Global Automotive Services business serves over 18,000 dealers globally with a wide range of financial services and insurance products. We have a dealer-focused business model that we believe makes us the preferred automotive finance company for thousands of automotive dealers. We have specialized incentive programs that are designed to encourage dealers to direct more of their business to us. In addition, we believe our longstanding relationship with General Motors Company (GM) has resulted in particularly strong relationships between us and thousands of dealers and extensive operating experience relative to other automotive finance companies. Our mortgage business is a leading originator and servicer of residential mortgage loans in the United States and Canada. Ally Bank, our direct banking platform, provides our Automotive Finance and Mortgage operations with a stable, low-cost funding source and facilitates prudent asset growth. Our focus is on building a stable deposit base driven by our compelling brand and strong value proposition. Ally Bank raises deposits directly from customers through a direct banking channel over the internet and by telephone. Ally Bank offers a full spectrum of deposit product offerings including certificates of deposit, savings accounts and money market accounts, as well as an online checking product. Ally Bank's assets and operating results are divided between our North American Automotive Finance operations and Mortgage operations based on its underlying business activities. 1 Table of Contents Ally Financial Inc. Form 10-K The following table reflects the primary products and services offered by the continuing operations of each of our lines of business. Global Automotive Services Global Automotive Services includes our North American Automotive Finance operations, International Automotive Finance operations, and Insurance operations. Our Global Automotive Services business had $106.7 billion of assets at December 31, 2010, and generated $7.4 billion of total net revenue in 2010. Our Global Automotive Services operations offer a wide range of financial services and insurance products to over 18,000 automotive dealerships and their retail customers. We have deep dealer relationships that have been built over our 90-year history and our dealer-focused business model encourages dealers to use our broad range of products through incentive programs like our Dealer Rewards program, which rewards individual dealers based on the depth and breadth of our relationship. Our automotive finance 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 offer vehicle service contracts and commercial insurance primarily covering dealers' wholesale vehicle inventories in the United States and internationally. We are a leading provider of vehicle service contracts with mechanical breakdown and maintenance coverages. A significant portion of our Global Automotive Services business
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