10-K Filed Period 12/31/2008 Filed On 02/27/2009 Annual .
Ally Financial Inc. (GOM)10-KAnnual report pursuant to section 13 and 15(d)Filed on 02/27/2009Filed Period 12/31/2008
Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KþANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008, or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number: 1-3754GMAC LLC(Exact name of registrant as specified in its charter)Delaware38-0572512(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)200 Renaissance CenterP.O. Box 200 Detroit, Michigan48265-2000(Address of principal executive offices)(Zip Code)(313) 556-5000(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 class87/8% Notes dueJune 1, 20106.00% Debentures due April 1, 201110.00% Deferred Interest Debentures due December 1, 201210.30% Deferred Interest Debentures due June 15, 20157.30% Public Income Notes (PINES) due March 9, 20317.35% Notes due August 8, 20327.25% Notes due February 7, 20337.375% Notes due December 16, 2044Indicate 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 þIndicate 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 1934during 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot 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 orany amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):Accelerated filer Non-accelerated filer þSmaller reporting company Large accelerated filer (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 þAggregate market value of voting and nonvoting common equity held by nonaffiliates: Not applicable, as GMAC LLC has no publicly traded equitysecurities.Documents incorporated by reference. None.
Table of ContentsINDEXGMAC LLC Form 10-KPagePART IItem 1.Item 1A.Item 1B.Item 2.Item 3.Item 4.PART IIItem 5.Item 6.Item 7.Item 7A.Item 8.BusinessRisk FactorsUnresolved Staff CommentsPropertiesLegal ProceedingsSubmission of Matters to a Vote of Security HoldersMarket for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesSelected Financial DataManagement's Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market RiskFinancial Statements and Supplementary DataStatement of Responsibility for Preparation of Financial StatementsManagement's Report on Internal Control over Financial ReportingReports of Independent Registered Public Accounting FirmConsolidated Statements of IncomeConsolidated Balance SheetsConsolidated Statements of Changes in EquityConsolidated Statements of Cash FlowsNotes to Consolidated Financial StatementsChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationItem 9.Item 9A.Item 9B.PART IIIItem 10.Directors, Executive Officers, and Corporate GovernanceItem 11.Executive CompensationItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13.Certain Relationships and Related Transactions and Director IndependenceItem 14.Principal Accounting Fees and ServicesPART IVItem 15.Exhibits, Financial Statement SchedulesIndex of 107108109110112196196196197201218219223224231
Table of ContentsPart IGMAC LLC Form 10-KItem 1.BusinessGeneralGMAC LLC was founded in 1919 as a wholly owned subsidiary of General Motors Corporation (General Motors or GM). On November 30, 2006, GMsold a 51% interest in us (the Sale Transactions) to FIM Holdings LLC (FIM Holdings). FIM Holdings is an investment consortium led by CerberusFIM Investors, LLC, the sole managing member. The consortium also includes Citigroup Inc., Aozora Bank Ltd., and a subsidiary of The PNC FinancialServices Group, Inc. On December 24, 2008, the Board of Governors of the Federal Reserve System approved our application to become a bank holdingcompany under the Bank Holding Company Act of 1956, as amended (the BHC Act). Refer to Item 12 for further details of current GMAC ownership andfuture changes in ownership that will be required as a result of this approval. The terms "GMAC," "the Company," "we," "our," and "us" refer to GMAC LLCand its subsidiaries as a consolidated entity, except where it is clear that the terms mean only GMAC LLC.Our BusinessGMAC is a leading, independent, globally diversified, financial services firm with approximately 189 billion of assets and operations in approximately40 countries. We currently operate in the following primary lines of business — Global Automotive Finance, Mortgage (Residential Capital, LLC or ResCap),and Insurance. The following table reflects the primary products and services offered by each of our lines of business.1
Table of ContentsGMAC LLC Form 10-KGlobal Automotive FinanceOur automotive finance business extends automotive financing services primarily to franchised GM dealers and their customers through two reportablesegments — North American Automotive Finance operations and International Automotive Finance operations.Through our Automotive Finance operations, we: Provide consumer automotive financing products and services, including purchasing or originating, selling and securitizing automotive contractsand leases with retail customers primarily from GM and GM-affiliated dealers, and performing servicing activities, such as collection andprocessing related to those contracts and leases; Provide automotive dealer financing products and services, including financing the purchases of new and used vehicles by dealers, making loans orextending revolving lending facilities for other purposes to dealers, subsequently selling and securitizing automotive dealer receivables and loans,and servicing and monitoring such financing; Provide fleet financing to automotive dealers and others for the purchase of vehicles they lease or rent to others; Provide full-service individual leasing and fleet leasing products, including maintenance, fleet, and accident management services as well as fuelprograms, short-term vehicle rental, and title and licensing services; Provide vehicle remarketing services for dealer and fleet customers; and Hold a portfolio of automotive contracts, leases, and automotive dealer finance receivables for investment or sale, together with interests retainedfrom our securitization activities.ResCapWe are a leading real estate finance company focused primarily on the residential real estate market.Through our ResCap operations, we: Originate, purchase, sell, and securitize residential mortgage loans primarily in the United States but also internationally; Provide primary and master servicing to investors in our residential mortgage loans and securitizations; Provide collateralized lines of credit, which we refer to as warehouse-lending facilities, to other originators of residential mortgage loans; Hold a portfolio of residential mortgage loans for investment and interests retained from our securitization activities and; Provide specialty financing and equity capital to residential land developers and homebuilders. During 2008, these origination activities have beencontracted significantly due to market conditions and the sale of our resort finance business and our model home business.Our ResCap operations have curtailed activities related to both its business capital group, which provides financing and equity capital to residential landdevelopers and homebuilders, and its international business group, which has substantially all of its operations outside of the United States except for insuredmortgages in Canada. We are currently investigating various strategic alternatives related to all aspects of the ResCap business. These strategic alternativesinclude potential acquisitions as well as dispositions, alliances, and joint ventures with a variety of third parties with respect to some of ResCap's business.InsuranceWe offer automobile service contracts, personal automobile insurance coverages (ranging from preferred to nonstandard risk), selected commercialinsurance coverages, and other consumer products.Through our Insurance operations, we: Provide automotive extended service and maintenance contracts through automobile dealerships, primarily GM dealers in the United States andCanada, and similar products outside North America; Provide automobile physical damage insurance and other insurance products to dealers in the United States and internationally; Offer vehicle and home insurance in the United States and internationally through a number of distribution channels, including independent agents,affinity groups, and the internet; and Invest proceeds from premiums and other revenue sources in an investment portfolio from which payments are made as claims are settled.2
Table of ContentsGMAC LLC Form 10-KIndustry and CompetitionGlobal Automotive FinanceThe consumer automotive finance market is one of the largest consumer finance segments in the United States. The industry is generally segmentedaccording to the type of vehicle sold (new versus used) and the buyer's credit characteristics (prime or nonprime). In 2008 and 2007, we purchased ororiginated 46.6 billion and 62.7 billion, respectively, of consumer automotive retail and lease contracts. In most cases, we purchase these contracts fromGM-affiliated dealers when the vehicles are purchased or leased by consumers. For purposes of discussion in this section, loans related to our consumerautomotive-lending activities are referred to as retail contracts.In 2008, the credit and capital markets became increasingly disrupted, particularly in the second half of the year. This market dislocation, which hascontinued to persist into 2009, is evidenced by many developments including a significant reduction in availability of consumer credit and a severe reductionin overall liquidity in the consumer finance industry from many sources, including the disruption of the automotive asset-backed securitization markets. Referto the Funding and Liquidity section in Item 7 for further discussion.Automotive manufacturers have also been significantly impacted by reduced liquidity. Overall economic conditions worsened throughout 2008 asunemployment rates increased and consumer demand fell. This caused new vehicle demand to decrease. Additionally, automotive loan and lease productionhave significantly contracted across the industry, particularly in the fourth quarter of 2008, due to these stressed conditions and their impact on the consumer.These developments adversely impacted us and many of our competitors; however, the consumer automotive finance business continues to be highlycompetitive in this environment. We face intense competition from large suppliers of consumer automotive financing, which include captive automotivefinance companies and large national banks. In addition, we face competition from smaller suppliers, including regional banks, savings and loans associations,and specialized providers (including local credit unions). Some of our competitors have access to significant capital and other resources. Additionally, manyof these same competitors have historically been able to access capital at a lower cost than GMAC. GMAC's recent approval to become a bank holdingcompany should provide GMAC with access to capital at a lower cost to remain competitive in the automotive finance market place. Smaller suppliers oftenhave a dominant position in a specific region or niche segment, such as used vehicle financing or nonprime customers.Commercial financing competitors primarily consist of other manufacturer-affiliated finance companies and national and regional banks. Refer to RiskFactors in Item 1A for further discussion.ResCapDuring 2008, the domestic and international mortgage and capital markets experienced severe and increasing dislocation. The market dislocation, whichhas continued to persist into 2009, is evidenced by many developments including: Continued significant reduction in most nonconforming loan production, which adversely impacted profitability and operational stability of mostmortgage lenders; A severe reduction in overall liquidity available to the entire residential real estate finance sector from many sources, including continueddisruption of the nonconforming term securitization markets and asset-backed commercial paper markets; Aggressive management of credit exposure on existing facilities by liquidity providers as evidenced by, among other things, increased margin callsand decreased advance rates; Significant increases in repurchase requests due to alleged breaches of representations and warranties; Increased bankruptcy and business failure of many mortgage market participants and consolidation among mortgage industry participants, whichimpacts access to mortgage products and profits within a sector of fewer, more sophisticated participants; and Greater regulation imposed on the industry resulting in increased costs and the need for higher levels of specialization.3
Table of ContentsGMAC LLC Form 10-KThese developments have continued to adversely impact ResCap and many of its competitors. A significant decline in mortgage loan production andincreased repurchase demands have negatively impacted the profitability of many mortgage lenders and undermined their operational stability. In addition, thecontinued tightening (or loss) of liquidity and increase in the cost of capital to the residential real estate finance market has reduced the number of industryparticipants that are able to effectively compete. To compete effectively in this environment requires a high level of operational, technological, andmanagerial expertise and access to cost-effective capital.Large and sophisticated financial institutions dominate the residential real estate finance industry. The largest 10 mortgage lenders combined had a 72%share of the residential mortgage loan origination market as of December 31, 2008, up from 55% in 2004. We are the seventh largest producer of residentialmortgage loans in the United States (as ranked by Inside Mortgage Finance). Continued consolidation in the residential mortgage loan origination market mayadversely impact business in several respects, including increased pressure on pricing or a reduction in our sources of mortgage loan production if originatorsare purchased by competitors. This consolidation trend has carried over to the servicing side of the mortgage business. The top 10 residential mortgageservicers combined had a 66% share of the total residential mortgages outstanding as of December 31, 2008, up from 54% as of December 31, 2004. We arethe sixth largest servicer of residential mortgage loans in the United States (as ranked by Inside Mortgage Finance).Prime credit quality mortgage loans are the largest component of the residential mortgage market in the United States with loans conforming to theunderwriting standards of Fannie Mae, Freddie Mac, and Ginnie Mae.A source of capital for the residential real estate finance industry is warehouse lending. These facilities provide funding to mortgage loan lenders andoriginators until the loans are sold to investors in the secondary mortgage loan market. We face competition in our warehouse-lending operations from banksand other warehouse lenders, including investment banks and other financial institutions. During 2008, we have continued to reduce the size of ourwarehouse-lending business and have not provided facilities secured by nonconforming loans, except prime jumbo mortgage loans.Our mortgage business operates in a highly competitive environment and faces significant competition from commercial banks, savings institutions,mortgage companies, and other financial institutions.InsuranceWe operate in a highly competitive environment and face significant competition from insurance carriers, reinsurers, third-party administrators, brokers,and other insurance-related companies. Competitors in the property and casualty markets in which we operate consist of large multiline companies andsmaller specialty carriers. Our competitors sell directly to customers through the mail, the internet, or agency sales forces. None of the companies in thismarket, including us, holds a dominant overall position in these markets.Through our Insurance operations, we provide automobile and homeowners insurance, automobile mechanical protection, and commercial insurance. Weprimarily operate in the United States; however, we also have operations throughout Europe, Latin America, Asia-Pacific, Canada, and Mexico.Factors affecting our consumer products business include overall demographic trends that affect the volume of vehicle owners requiring insurancepolicies, and claims behavior. Since the business is highly regulated in the United States by state insurance agencies and primarily by national regulatorsoutside the United States, differentiation is largely a function of price and service quality. In addition to pricing policies, profitability is a function of claimscosts and investment income. Although the industry does not experience significant seasonal trends, it can be negatively affected by extraordinary weatherconditions that can affect frequency and severity of automobile claims. Our automotive service contract business is dependent on new vehicle sales, marketpenetration, and the warranty coverage offered by automotive manufacturers.Certain Regulatory MattersWe are subject to various regulatory, financial, and other requirements of the jurisdictions in which our businesses operate. In light of current conditionsin the global financial markets, regulators have increased their focus on the regulation of the financial services industry. As a result, proposals for legislationthat could increase the scope and nature of regulation of the financial services industry are possible. The following is a description of some of the primaryregulations that currently affect our business.4
Table of ContentsGMAC LLC Form 10-KBank Holding Company StatusOn December 24, 2008, and in connection with the conversion of GMAC Bank into a Utah-chartered commercial nonmember bank, GMAC LLC andIB Finance Holding Company, LLC (IB Finance) were each approved as bank holding companies under the BHC Act. IB Finance is the direct holdingcompany for GMAC's bank depository institution, GMAC Bank. As a result, we are now subject to the supervision and examination of the Board ofGovernors of the Federal Reserve System (the FRB). GMAC will be required to file various reports with and will be subject to examination by the FRB. TheFRB has the authority to issue orders to bank holding companies to cease and desist from unsafe or unsound banking practices
GMAC LLC Form 10-K Item 1. Business General GMAC LLC was founded in 1919 as a wholly owned subsidiary of General Motors Corporation (General Motors or GM). On November 30, 2006, GM sold a 51% interest in us (the Sale Transactions) to FIM Holdings LLC (FIM Holdings). FIM Holdings is an investment consortium led by Cerberus FIM Investors, LLC .
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