[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006, or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
.
Delaware (State or other jurisdiction of incorporation or organization) |
38-0572512 (I.R.S. Employer Identification No.) |
* | Item is omitted pursuant to the Reduced Disclosure Format, as set forth on the cover page of this filing. |
Third Quarter | Nine Months | ||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | |||||||||||||
Revenue
|
|||||||||||||||||
Consumer
|
$2,647 | $2,448 | $7,760 | $7,438 | |||||||||||||
Commercial
|
802 | 638 | 2,311 | 2,009 | |||||||||||||
Loans held for sale
|
419 | 451 | 1,270 | 1,179 | |||||||||||||
Operating leases
|
2,080 | 1,787 | 6,034 | 5,202 | |||||||||||||
Total financing revenue
|
5,948 | 5,324 | 17,375 | 15,828 | |||||||||||||
Interest expense
|
4,257 | 3,320 | 11,637 | 9,370 | |||||||||||||
Net financing revenue before
provision for credit losses
|
1,691 | 2,004 | 5,738 | 6,458 | |||||||||||||
Provision for credit losses
|
486 | 385 | 906 | 915 | |||||||||||||
Net financing revenue
|
1,205 | 1,619 | 4,832 | 5,543 | |||||||||||||
Servicing fees
|
459 | 439 | 1,377 | 1,282 | |||||||||||||
Amortization and impairment of
servicing rights
|
| (95 | ) | (23 | ) | (594 | ) | ||||||||||
Servicing asset valuation and hedge
activities, net
|
(331 | ) | (1 | ) | (688 | ) | 92 | ||||||||||
Net loan servicing income
|
128 | 343 | 666 | 780 | |||||||||||||
Insurance premiums and service
revenue earned
|
1,045 | 975 | 3,107 | 2,822 | |||||||||||||
Gain on sale of mortgage and
automotive loans, net
|
352 | 499 | 1,220 | 1,244 | |||||||||||||
Investment income
|
525 | 264 | 1,079 | 918 | |||||||||||||
Gain on sale of equity method
investments, net
|
| | 411 | | |||||||||||||
Other income
|
1,033 | 1,207 | 3,051 | 3,149 | |||||||||||||
Total net financing revenue and
other income
|
4,288 | 4,907 | 14,366 | 14,456 | |||||||||||||
Expense
|
|||||||||||||||||
Depreciation expense on operating
lease assets
|
1,400 | 1,329 | 4,185 | 3,888 | |||||||||||||
Compensation and benefits expense
|
613 | 845 | 1,996 | 2,428 | |||||||||||||
Insurance losses and loss
adjustment expenses
|
580 | 593 | 1,830 | 1,779 | |||||||||||||
Other operating expenses
|
1,109 | 1,089 | 3,452 | 2,995 | |||||||||||||
Impairment of goodwill and other
intangible assets
|
840 | | 840 | | |||||||||||||
Total noninterest expense
|
4,542 | 3,856 | 12,303 | 11,090 | |||||||||||||
(Loss) income before income tax
expense
|
(254 | ) | 1,051 | 2,063 | 3,366 | ||||||||||||
Income tax expense
|
70 | 376 | 815 | 1,147 | |||||||||||||
Net (loss) income
|
($324 | ) | $675 | $1,248 | $2,219 | ||||||||||||
1
September 30, | December 31, | ||||||||
($ in millions) | 2006 | 2005 | |||||||
Assets
|
|||||||||
Cash and cash equivalents
|
$9,125 | $15,424 | |||||||
Investment securities
|
19,262 | 18,207 | |||||||
Loans held for sale
|
24,996 | 21,865 | |||||||
Assets held for sale
|
| 19,030 | |||||||
Finance receivables and loans, net
of unearned income
|
|||||||||
Consumer
|
140,121 | 140,411 | |||||||
Commercial
|
45,180 | 44,574 | |||||||
Allowance for credit losses
|
(2,986 | ) | (3,116 | ) | |||||
Total finance receivables and
loans, net
|
182,315 | 181,869 | |||||||
Investment in operating leases, net
|
35,755 | 31,211 | |||||||
Notes receivable from General Motors
|
5,698 | 4,565 | |||||||
Mortgage servicing rights
|
4,828 | 4,015 | |||||||
Premiums and other insurance
receivables
|
2,052 | 1,873 | |||||||
Other assets
|
25,817 | 22,457 | |||||||
Total assets
|
$309,848 | $320,516 | |||||||
Liabilities
|
|||||||||
Debt
|
|||||||||
Unsecured
|
$118,081 | $133,269 | |||||||
Secured
|
131,429 | 121,138 | |||||||
Total debt
|
249,510 | 254,407 | |||||||
Interest payable
|
3,012 | 3,057 | |||||||
Liabilities related to assets held
for sale
|
| 10,941 | |||||||
Unearned insurance premiums and
service revenue
|
5,149 | 5,054 | |||||||
Reserves for insurance losses and
loss adjustment expenses
|
2,611 | 2,534 | |||||||
Accrued expenses and other
liabilities
|
23,763 | 18,381 | |||||||
Deferred income taxes
|
4,647 | 4,364 | |||||||
Total liabilities
|
288,692 | 298,738 | |||||||
Equity
|
|||||||||
Common stock and paid-in capital
|
| 5,760 | |||||||
Members interest
|
5,760 | | |||||||
Retained earnings
|
14,475 | 15,190 | |||||||
Accumulated other comprehensive
income
|
921 | 828 | |||||||
Total equity
|
21,156 | 21,778 | |||||||
Total liabilities and equity
|
$309,848 | $320,516 | |||||||
2
Common | Accumulated | ||||||||||||||||||||||||
Stock | Other | ||||||||||||||||||||||||
and Paid- | Members | Retained | Comprehensive | Comprehensive | |||||||||||||||||||||
($ in millions) | in Capital | Interest | Earnings | Income | Income | Total | |||||||||||||||||||
Balance at January 1,
2005
|
$5,760 | $ | $15,491 | $1,166 | $22,417 | ||||||||||||||||||||
Net income
|
| | 2,219 | $2,219 | | 2,219 | |||||||||||||||||||
Dividends paid
|
| | (1,500 | ) | | (1,500 | ) | ||||||||||||||||||
Other comprehensive income (loss)
|
| | | (309 | ) | (309 | ) | (309 | ) | ||||||||||||||||
Comprehensive income
|
$1,910 | ||||||||||||||||||||||||
Balance at September 30,
2005
|
$5,760 | $ | $16,210 | $857 | $22,827 | ||||||||||||||||||||
Balance at January 1,
2006
|
$5,760 | $ | $15,190 | $828 | $21,778 | ||||||||||||||||||||
Conversion of common stock to
members interest on July 20, 2006
|
(5,760 | ) | 5,760 | | | | |||||||||||||||||||
Net income
|
| | 1,248 | $1,248 | | 1,248 | |||||||||||||||||||
Cumulative effect of a change in
accounting principle, net of tax:
|
|||||||||||||||||||||||||
Transfer of unrealized loss for
certain available for sale securities to trading securities
|
| | (17 | ) | 17 | | |||||||||||||||||||
Recognize mortgage servicing rights
at fair value
|
| | 4 | 4 | | 4 | |||||||||||||||||||
Dividends paid
|
| | (1,950 | ) | | (1,950 | ) | ||||||||||||||||||
Other comprehensive income (loss)
|
| | | 76 | 76 | 76 | |||||||||||||||||||
Comprehensive income
|
$1,328 | ||||||||||||||||||||||||
Balance at September 30,
2006
|
$ | $5,760 | $14,475 | $921 | $21,156 | ||||||||||||||||||||
3
Nine months ended September 30, ($ in millions) | 2006 | 2005 | ||||||
Operating activities
|
||||||||
Net cash used in operating
activities
|
($12,526 | ) | ($10,895 | ) | ||||
Investing activities
|
||||||||
Purchases of available for sale
securities
|
(10,423 | ) | (14,100 | ) | ||||
Proceeds from sales of available
for sale securities
|
3,242 | 3,899 | ||||||
Proceeds from maturities of
available for sale securities
|
6,508 | 6,800 | ||||||
Net increase in finance receivables
and loans
|
(75,345 | ) | (68,483 | ) | ||||
Proceeds from sales of finance
receivables and loans
|
88,724 | 95,596 | ||||||
Purchases of operating lease assets
|
(13,538 | ) | (12,372 | ) | ||||
Disposals of operating lease assets
|
5,266 | 4,846 | ||||||
Change in notes receivable from
General Motors
|
(322 | ) | (435 | ) | ||||
Purchases of mortgage servicing
rights, net
|
(66 | ) | (100 | ) | ||||
Acquisitions of subsidiaries, net
of cash acquired
|
(324 | ) | | |||||
Proceeds from sale of business
units, net (a)
|
8,556 | | ||||||
Settlement of residual support and
risk sharing obligations with GM (b)
|
1,074 | | ||||||
Other, net (c)
|
4 | (796 | ) | |||||
Net cash provided by investing
activities
|
13,356 | 14,855 | ||||||
Financing activities
|
||||||||
Net change in short-term debt
|
1,450 | (6,572 | ) | |||||
Proceeds from issuance of long-term
debt
|
66,000 | 49,097 | ||||||
Repayments of long-term debt
|
(76,043 | ) | (50,813 | ) | ||||
Other financing activities
|
2,931 | 5,020 | ||||||
Dividends paid
|
(1,900 | ) | (1,500 | ) | ||||
Net cash used in financing
activities
|
(7,562 | ) | (4,768 | ) | ||||
Effect of exchange rate changes on
cash and cash equivalents
|
61 | (84 | ) | |||||
Net decrease in cash and cash
equivalents
|
(6,671 | ) | (892 | ) | ||||
Cash and cash equivalents at
beginning of year (d)
|
15,796 | 22,718 | ||||||
Cash and cash equivalents at
September 30,
|
$9,125 | $21,826 | ||||||
(a) | Includes proceeds from the March 23, 2006 sale of GMAC Commercial Mortgage of approximately $1.5 billion and proceeds from repayment of intercompany loans with GMAC Commercial Mortgage of approximately $7.3 billion, $250 of which was received in preferred equity and net of cash transferred to buyer of approximately $650. |
(b) | Refer to Note 9 to the Condensed Consolidated Financial Statements for a more detailed description. |
(c) | Includes $570 and $767 for the nine months ended September 30, 2006 and 2005, respectively, related to securities lending transactions where cash collateral is received and a corresponding liability is recorded, both of which are presented in investing activities. |
(d) | Includes $372 of cash and cash equivalents in GMAC Commercial Mortgage classified as assets held for sale as of December 31, 2005. |
4
1 | Basis of Presentation |
5
6
2 | Sale of a Controlling Interest in GMAC |
7
8
3 | Other Income |
Third Quarter | Nine Months | |||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Interest and service fees on
transactions with GM (a)
|
$173 | $118 | $467 | $350 | ||||||||||||
Real estate services
|
162 | 202 | 493 | 527 | ||||||||||||
Other interest revenue
|
158 | 119 | 406 | 314 | ||||||||||||
Interest on cash equivalents
|
109 | 176 | 406 | 344 | ||||||||||||
Full service leasing fees
|
70 | 44 | 205 | 131 | ||||||||||||
Insurance service fees
|
45 | 9 | 103 | 85 | ||||||||||||
Late charges and other
administrative fees
|
40 | 42 | 122 | 123 | ||||||||||||
Mortgage processing fees
|
28 | 143 | 135 | 340 | ||||||||||||
Interest on restricted cash deposits
|
27 | 32 | 86 | 81 | ||||||||||||
Fair value adjustment on certain
derivatives (b)
|
17 | (17 | ) | (4 | ) | (20 | ) | |||||||||
Factoring commissions
|
16 | 19 | 45 | 56 | ||||||||||||
Specialty lending fees
|
12 | 17 | 42 | 46 | ||||||||||||
Equity interest in Capmark
|
10 | | 28 | | ||||||||||||
Other
|
166 | 303 | 517 | 772 | ||||||||||||
Total other income
|
$1,033 | $1,207 | $3,051 | $3,149 | ||||||||||||
(a) | Refer to Note 9 to the Condensed Consolidated Financial Statements for a description of transactions with GM. | |
(b) | Refer to Note 8 to the Condensed Consolidated Financial Statements for a description of derivative instruments and hedging activities. |
4 | Other Operating Expenses |
Third Quarter | Nine Months | |||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | ||||||||||||
Insurance commissions
|
$238 | $247 | $692 | $715 | ||||||||||||
Technology and communications
expense
|
144 | 155 | 408 | 437 | ||||||||||||
Professional services
|
120 | 112 | 336 | 316 | ||||||||||||
Advertising and marketing
|
84 | 71 | 260 | 282 | ||||||||||||
Premises and equipment depreciation
|
64 | 70 | 191 | 210 | ||||||||||||
Full service leasing vehicle
maintenance costs
|
66 | 60 | 188 | 179 | ||||||||||||
Auto remarketing and repossession
|
89 | 51 | 212 | 131 | ||||||||||||
Rent and storage
|
59 | 66 | 180 | 198 | ||||||||||||
Lease and loan administration
|
58 | 54 | 166 | 148 | ||||||||||||
Operating lease disposal loss (gain)
|
27 | (83 | ) | (1 | ) | (297 | ) | |||||||||
Other
|
160 | 286 | 820 | 676 | ||||||||||||
Total other operating expenses
|
$ | 1,109 | $ | 1,089 | $ | 3,452 | $ | 2,995 | ||||||||
9
5 | Finance Receivables and Loans |
September 30, 2006 | December 31, 2005 | |||||||||||||||||||||||||
($ in millions) | Domestic | Foreign | Total | Domestic | Foreign | Total | ||||||||||||||||||||
Consumer
|
||||||||||||||||||||||||||
Retail automotive
|
$46,355 | $19,607 | $65,962 | $53,789 | $17,663 | $71,452 | ||||||||||||||||||||
Residential mortgages
|
70,484 | 3,675 | 74,159 | 65,040 | 3,919 | 68,959 | ||||||||||||||||||||
Total consumer
|
116,839 | 23,282 | 140,121 | 118,829 | 21,582 | 140,411 | ||||||||||||||||||||
Commercial
|
||||||||||||||||||||||||||
Automotive:
|
||||||||||||||||||||||||||
Wholesale
|
12,962 | 7,866 | 20,828 | 13,202 | 7,372 | 20,574 | ||||||||||||||||||||
Leasing and lease financing
|
343 | 802 | 1,145 | 461 | 767 | 1,228 | ||||||||||||||||||||
Term loans to dealers and other
|
1,988 | 738 | 2,726 | 2,397 | 719 | 3,116 | ||||||||||||||||||||
Commercial and industrial
|
14,899 | 2,422 | 17,321 | 14,908 | 2,028 | 16,936 | ||||||||||||||||||||
Real estate construction and
other (a)
|
2,982 | 178 | 3,160 | 2,601 | 119 | 2,720 | ||||||||||||||||||||
Total commercial
|
33,174 | 12,006 | 45,180 | 33,569 | 11,005 | 44,574 | ||||||||||||||||||||
Total finance receivables and
loans (b)
|
$150,013 | $35,288 | $185,301 | $152,398 | $32,587 | $184,985 | ||||||||||||||||||||
(a) | At December 31, 2005, $3.0 billion ($2.1 billion domestic and $949 foreign) in Capmark finance receivables and loans were transferred to assets held for sale in our Consolidated Balance Sheet. |
(b) | Net of unearned income of $6.3 billion and $5.9 billion as of September 30, 2006, and December 31, 2005, respectively. |
2006 | 2005 | |||||||||||||||||||||||||
Third quarter ended September 30, ($ in millions) | Consumer | Commercial | Total | Consumer | Commercial | Total | ||||||||||||||||||||
Allowance at beginning of
period (a)
|
$2,509 | $374 | $2,883 | $2,752 | $468 | $3,220 | ||||||||||||||||||||
Provision for credit losses
|
388 | 97 | 485 | 375 | 10 | 385 | ||||||||||||||||||||
Charge-offs
|
||||||||||||||||||||||||||
Domestic
|
(364 | ) | (30 | ) | (394 | ) | (351 | ) | (3 | ) | (354 | ) | ||||||||||||||
Foreign
|
(47 | ) | (4 | ) | (51 | ) | (50 | ) | (5 | ) | (55 | ) | ||||||||||||||
Total charge-offs
|
(411 | ) | (34 | ) | (445 | ) | (401 | ) | (8 | ) | (409 | ) | ||||||||||||||
Recoveries
|
||||||||||||||||||||||||||
Domestic
|
44 | | 44 | 47 | | 47 | ||||||||||||||||||||
Foreign
|
10 | 2 | 12 | 11 | 2 | 13 | ||||||||||||||||||||
Total recoveries
|
54 | 2 | 56 | 58 | 2 | 60 | ||||||||||||||||||||
Net charge-offs
|
(357 | ) | (32 | ) | (389 | ) | (343 | ) | (6 | ) | (349 | ) | ||||||||||||||
Transfer to assets held for sale
|
| | | | (27 | ) | (27 | ) | ||||||||||||||||||
Impacts of foreign currency
translation
|
4 | 3 | 7 | 6 | (1 | ) | 5 | |||||||||||||||||||
Securitization activity
|
| | | 1 | 2 | 3 | ||||||||||||||||||||
Allowance at September 30,
|
$2,544 | $442 | $2,986 | $2,791 | $446 | $3,237 | ||||||||||||||||||||
(a) | At September 30, 2005, $3.4 billion in Capmark finance receivables and loans and the related allowance of $27.0 million were transferred to assets held for sale on the Condensed Consolidated Balance Sheet. |
10
2006 | 2005 | |||||||||||||||||||||||||
Nine months ended September 30, | ||||||||||||||||||||||||||
($ in millions) | Consumer | Commercial | Total | Consumer | Commercial | Total | ||||||||||||||||||||
Allowance at beginning of
period (a)
|
$2,683 | $433 | $3,116 | $2,951 | $471 | $3,422 | ||||||||||||||||||||
Provision for credit losses
|
802 | 104 | 906 | 854 | 61 | 915 | ||||||||||||||||||||
Charge-offs
|
||||||||||||||||||||||||||
Domestic
|
(1,005 | ) | (101 | ) | (1,106 | ) | (1,020 | ) | (27 | ) | (1,047 | ) | ||||||||||||||
Foreign
|
(131 | ) | (8 | ) | (139 | ) | (148 | ) | (18 | ) | (166 | ) | ||||||||||||||
Total charge-offs
|
(1,136 | ) | (109 | ) | (1,245 | ) | (1,168 | ) | (45 | ) | (1,213 | ) | ||||||||||||||
Recoveries
|
||||||||||||||||||||||||||
Domestic
|
147 | 8 | 155 | 126 | 4 | 130 | ||||||||||||||||||||
Foreign
|
34 | 4 | 38 | 35 | 3 | 38 | ||||||||||||||||||||
Total recoveries
|
181 | 12 | 193 | 161 | 7 | 168 | ||||||||||||||||||||
Net charge-offs
|
(955 | ) | (97 | ) | (1,052 | ) | (1,007 | ) | (38 | ) | (1,045 | ) | ||||||||||||||
Transfer to assets held for sale
|
| | | | (27 | ) | (27 | ) | ||||||||||||||||||
Impacts of foreign currency
translation
|
12 | 2 | 14 | (6 | ) | (18 | ) | (24 | ) | |||||||||||||||||
Securitization activity
|
2 | | 2 | (1 | ) | (3 | ) | (4 | ) | |||||||||||||||||
Allowance at September 30,
|
$2,544 | $442 | $2,986 | $2,791 | $446 | $3,237 | ||||||||||||||||||||
(a) | At September 30, 2005, $3.4 billion in Capmark finance receivables and loans and the related allowance of $27.0 million were transferred to assets held for sale on the Condensed Consolidated Balance Sheet. |
11
6 | Mortgage Servicing Rights |
Period ended September 30, 2006 ($ in millions) | Total | ||||
Estimated fair value at
January 1, 2006
|
$ | 4,021 | |||
Additions obtained from sales of
financial assets
|
1,269 | ||||
Additions from purchases of
servicing rights
|
12 | ||||
Changes in fair value:
|
|||||
Due to changes in valuation inputs
or
assumptions used in the valuation model |
79 | ||||
Other changes in fair value
|
(553 | ) | |||
Estimated fair value at
September 30, 2006
|
$ | 4,828 | |||
September 30, 2006 | Total | |||
Range of prepayment speeds
|
5.2 - 43.2% | |||
Range of discount rate
|
8.0 - 14.0% | |||
($ in millions) | Total | |||
Contractual servicing fees, net of
guarantee fees and including subservicing
|
$972 | |||
Late fees
|
96 | |||
Ancillary fees
|
94 | |||
Total
|
$ | 1,162 | ||
12
($ in millions) | 2005 | |||
Balance at January 1, 2005
|
$4,819 | |||
Originations and purchases, net of
sales
|
1,296 | |||
Amortization
|
(823 | ) | ||
Sales
|
(208 | ) | ||
SFAS 133 hedge valuation
adjustments
|
(18 | ) | ||
Transfers to assets held for
sale (a)
|
(603 | ) | ||
Other than temporary impairment
|
(37 | ) | ||
Balance at September 30, 2005
|
4,426 | |||
Valuation allowance
|
(663 | ) | ||
Carrying value at
September 30, 2005
|
$3,763 | |||
(a) | At September 30, 2005, $603 in Capmark mortgage servicing rights, net were transferred to assets held for sale on our Condensed Consolidated Balance Sheet. |
($ in millions) | Total | |||
Valuation allowance at
January 1, 2005
|
$929 | |||
Deductions (a)
|
(229 | ) | ||
Other than temporary impairment
|
(37 | ) | ||
Valuation allowance at
September 30, 2005
|
$663 | |||
(a) | Changes to the valuation allowance are reflected as a component of amortization and impairment of servicing rights on our Condensed Consolidated Statement of Income. |
7 | Debt |
September 30, 2006 | December 31, 2005 | |||||||||||||||||||||||||
($ in millions) | Domestic | Foreign | Total | Domestic | Foreign | Total | ||||||||||||||||||||
Short-term debt
|
||||||||||||||||||||||||||
Commercial paper
|
$556 | $772 | $1,328 | $227 | $297 | $524 | ||||||||||||||||||||
Demand notes
|
5,638 | 142 | 5,780 | 5,928 | 119 | 6,047 | ||||||||||||||||||||
Bank loans and overdrafts
|
957 | 4,728 | 5,685 | 1,165 | 5,487 | 6,652 | ||||||||||||||||||||
Repurchase agreements and
other (a)
|
23,287 | 8,248 | 31,535 | 22,330 | 5,954 | 28,284 | ||||||||||||||||||||
Total short-term debt
|
30,438 | 13,890 | 44,328 | 29,650 | 11,857 | 41,507 | ||||||||||||||||||||
Long-term debt
|
||||||||||||||||||||||||||
Senior indebtedness:
|
||||||||||||||||||||||||||
Due within one year (b)
|
27,263 | 13,858 | 41,121 | 31,286 | 10,443 | 41,729 | ||||||||||||||||||||
Due after one year
|
141,099 | 23,302 | 164,401 | 147,307 | 23,862 | 171,169 | ||||||||||||||||||||
Total long-term debt
|
168,362 | 37,160 | 205,522 | 178,593 | 34,305 | 212,898 | ||||||||||||||||||||
Fair value adjustment (c)
|
(250 | ) | (90 | ) | (340 | ) | | 2 | 2 | |||||||||||||||||
Total debt
|
$198,550 | $50,960 | $249,510 | $208,243 | $46,164 | $254,407 | ||||||||||||||||||||
(a) | Repurchase agreements consist of secured financing arrangements with third parties at our mortgage operations. Other primarily includes non-bank secured borrowings, as well as Notes payable to GM. Refer to Note 9 to the Condensed Consolidated Financial Statements for further details. |
(b) | Includes $1 billion of deferred interest debentures repurchased in October 2006. |
(c) | To adjust designated fixed rate debt to fair value in accordance with SFAS 133. |
13
September 30, | December 31, | ||||||||||||||||
2006 | 2005 | ||||||||||||||||
Related | Related | ||||||||||||||||
secured | secured | ||||||||||||||||
($ in millions) | Assets | debt (a) | Assets | debt (a) | |||||||||||||
Loans held for sale
|
$20,271 | $18,156 | $16,147 | $12,647 | |||||||||||||
Mortgage assets held for investment
and lending receivables
|
84,524 | 71,967 | 78,820 | 71,083 | |||||||||||||
Retail automotive finance
receivables
|
17,861 | 16,465 | 20,427 | 18,888 | |||||||||||||
Wholesale automotive finance
receivables
|
436 | 302 | | | |||||||||||||
Investment securities
|
3,599 | 4,712 | 3,631 | 4,205 | |||||||||||||
Investment in operating leases, net
|
19,358 | 16,538 | 13,136 | 11,707 | |||||||||||||
Real estate investments and other
assets
|
6,150 | 3,290 | 4,771 | 2,608 | |||||||||||||
Total
|
$152,199 | $131,430 | $136,932 | $121,138 | |||||||||||||
(a) | Included as part of secured debt are repurchase agreements of $10.0 billion and $9.9 billion where we have pledged assets, reflected as investment securities, as collateral for approximately the same amount of debt at September 30, 2006, and December 31, 2005, respectively. |
Committed | Uncommitted | Total liquidity | Unused liquidity | ||||||||||||||||||||||||||||||
facilities | facilities | facilities | facilities | ||||||||||||||||||||||||||||||
Sep 30, | Dec 31, | Sep 30, | Dec 31, | Sep 30, | Dec 31, | Sep 30, | Dec 31, | ||||||||||||||||||||||||||
($ in billions) | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | |||||||||||||||||||||||||
Automotive operations:
|
|||||||||||||||||||||||||||||||||
Syndicated multi-currency global
credit facility (a)
|
$7.6 | $7.4 | $ | $ | $7.6 | $7.4 | $7.6 | $7.4 | |||||||||||||||||||||||||
ResCap (b)
|
3.9 | 3.9 | 0.9 | 0.9 | 4.8 | 4.8 | 2.5 | 2.2 | |||||||||||||||||||||||||
Other:
|
|||||||||||||||||||||||||||||||||
U.S. asset-backed commercial
paper liquidity and receivables facilities (c)
|
21.3 | 21.5 | | | 21.3 | 21.5 | 21.3 | 21.5 | |||||||||||||||||||||||||
Other foreign facilities (d)
|
3.1 | 2.9 | 8.3 | 7.5 | 11.4 | 10.4 | 2.7 | 1.7 | |||||||||||||||||||||||||
Total bank liquidity facilities
|
35.9 | 35.7 | 9.2 | 8.4 | 45.1 | 44.1 | 34.1 | 32.8 | |||||||||||||||||||||||||
Secured funding facilities
|
|||||||||||||||||||||||||||||||||
Financing (e)
|
34.2 | 28.1 | | | 34.2 | 28.1 | 9.1 | 5.6 | |||||||||||||||||||||||||
ResCap
|
28.2 | 22.6 | | | 28.2 | 22.6 | 12.2 | 9.3 | |||||||||||||||||||||||||
Whole loan forward flow agreements
|
48.0 | 64.2 | | | 48.0 | 64.2 | 48.0 | 64.2 | |||||||||||||||||||||||||
Other (f)
|
1.4 | 0.6 | | | 1.4 | 0.6 | 0.4 | 0.1 | |||||||||||||||||||||||||
Total secured funding
facilities (g)
|
111.8 | 115.5 | | | 111.8 | 115.5 | 69.7 | 79.2 | |||||||||||||||||||||||||
Total
|
$147.7 | $151.2 | $9.2 | $8.4 | $156.9 | $159.6 | $103.8 | $112.0 | |||||||||||||||||||||||||
(a) | The entire $7.6 is available for use in the U.S., $0.8 is available for use by GMAC (UK) plc and $0.8 is available for use by GMAC International Finance B.V. in Europe. |
(b) | Relates mainly to $3.5 of syndicated bank facilities in the U.S., consisting of a $1.75 syndication term loan committed through July 2008, an $875 million syndication line of credit committed through July 2008 and an $875 million syndicated line of credit committed through July 2007. |
(c) | Relates to New Center Asset Trust (NCAT) and Mortgage Interest Networking Trust (MINT), which are special purpose entities administered by us for the purpose of funding assets as part of our securitization and mortgage warehouse funding programs. These entities fund assets primarily through the issuance of asset-backed commercial paper and represent an important source of liquidity to us. At September 30, 2006, NCAT had commercial paper outstanding of $8.4, which is not consolidated in the Condensed Consolidated Balance Sheet. At September 30, 2006, MINT had commercial paper outstanding of $0.4, which is reflected as secured debt in the Condensed Consolidated Balance Sheet. |
(d) | Consists primarily of credit facilities supporting operations in Canada, Europe, Latin America and Asia-Pacific. |
(e) | In August 2006, we closed a three-year, $10 billion facility with a subsidiary of Citigroup. |
(f) | Consists primarily of Commercial Finance committed conduits. |
(g) | Consists of committed secured funding facilities with third parties, including commitments with third-party asset-backed commercial paper conduits, as well as forward flow sale agreements with third parties, securities purchase commitments with third parties and repurchase facilities. Amounts include five-year commitments that we entered into in 2005 with remaining capacity to sell up to $48 of retail automotive receivables to a third-party purchaser through June 2010. |
14
8 | Derivative Instruments and Hedging Activities |
Third Quarter | Nine Months | |||||||||||||||||||
Period ended September 30, | ||||||||||||||||||||
($ in millions) | 2006 | 2005 | 2006 | 2005 | Income Statement Classification | |||||||||||||||
Fair value hedge ineffectiveness
gain (loss):
|
||||||||||||||||||||
Debt obligations
|
$27 | ($15 | ) | ($17 | ) | $19 | Interest expense | |||||||||||||
Mortgage servicing rights
|
| 26 | | 35 | Servicing asset valuation and hedge activities, net | |||||||||||||||
Loans held for sale
|
(1 | ) | (13 | ) | | (28 | ) | Gain on sale of mortgage and automotive loans, net | ||||||||||||
Cash flow hedge ineffectiveness
gain (loss):
|
||||||||||||||||||||
Debt obligations
|
| 5 | 1 | 3 | Interest expense | |||||||||||||||
Economic hedge change in fair value:
|
||||||||||||||||||||
Off-balance sheet securitization
activities:
|
||||||||||||||||||||
Financing operations
|
17 | (17 | ) | (4 | ) | (20 | ) | Other income | ||||||||||||
Mortgage operations
|
| | | 1 | Other income | |||||||||||||||
Foreign currency debt (a)
|
(9 | ) | 7 | 49 | (156 | ) | Interest expense | |||||||||||||
Loans held for sale or investment
|
(174 | ) | 56 | (16 | ) | 16 | Gain on sale of mortgage and automotive loans, net | |||||||||||||
Mortgage servicing rights
|
437 | (35 | ) | (219 | ) | 4 | Servicing asset valuation and hedge activities, net | |||||||||||||
Mortgage related securities
|
30 | 1 | | (32 | ) | Investment income | ||||||||||||||
Other
|
(3 | ) | 20 | 24 | 2 | Other income | ||||||||||||||
Total gain (loss)
|
$324 | $35 | ($182 | ) | ($156 | ) | ||||||||||||||
(a) | Amount represents the difference between the changes in the fair values of the currency swap, net of the reevaluation of the related foreign denominated debt. |
15
9 | Transactions with Affiliates |
($ in millions) | September 30, 2006 | December 31, 2005 | |||||||
Assets:
|
|||||||||
Finance receivables and loans, net
of unearned income (a)
|
|||||||||
Wholesale auto financing
|
$892 | $1,159 | |||||||
Term loans to dealers
|
203 | 207 | |||||||
Investment in operating leases,
net (b)
|
288 | 286 | |||||||
Notes receivable from GM (c)
|
5,698 | 4,565 | |||||||
Other assets
|
|||||||||
Real estate synthetic lease (d)
|
1,038 | 1,005 | |||||||
Receivable related to taxes due
from GM (e)
|
1,137 | 690 | |||||||
Liabilities:
|
|||||||||
Unsecured debt
|
|||||||||
Notes payable to GM
|
1,874 | 1,190 | |||||||
Accrued expenses and
liabilities (f)
|
|||||||||
Wholesale payable
|
527 | 802 | |||||||
Subvention receivables (rate and
residual support)
|
(438 | ) | (133 | ) | |||||
Insurance premium and contract
receivable, net
|
(59 | ) | (81 | ) | |||||
Lease pull ahead receivable
|
(50 | ) | (189 | ) | |||||
Other receivable
|
(48 | ) | (246 | ) | |||||
Equity:
|
|||||||||
Dividends paid (g)
|
1,950 | 2,500 | |||||||
(a) | Represents wholesale financing and term loans to certain dealerships wholly owned by GM or in which GM has an interest. All of these amounts are included in finance receivables and loans. |
(b) | Includes net balance of vehicles, buildings and other equipment classified as operating lease assets that are leased to GM affiliated entities. |
(c) | Includes borrowing arrangements with GM, Opel and GM of Canada and arrangements related to our funding of GM company-owned vehicles, rental car vehicles awaiting sale at auction, our funding of the sale of GM vehicles through the use of overseas distributors and amounts related to a GM trade supplier finance program at December 31, 2005. In addition, we provide wholesale financing to GM for vehicles in which GM retains title while the vehicles are consigned to us or dealers in the UK. The financing to GM remains outstanding until the title is transferred to the dealers. The amount of financing provided to GM under this arrangement varies based on inventory levels. In May 2006 we recorded a note receivable from GM in the amount of $1.35 billion related to the settlement between GM and GMAC of residual support and risk sharing liabilities as of April 30, 2006, as well as to fund estimated residual support at lease inception pursuant to new up-front payment terms for residual support which began on May 1, 2006. This note is expected to be paid immediately prior to the closing of the GMAC majority sale transaction. |
(d) | During 2000, we entered into a 16-year lease arrangement with GM, under which we agreed to fund and capitalize improvements to three Michigan properties leased by GM totaling $1.2 billion. In 2004, the lease arrangement was increased to $1.3 billion. The total construction advances as of September 30, 2006, and December 31, 2005, were $1,007 and $971, respectively. On October 31, 2006, we made a dividend to GM of these leased assets. Refer to Note 13 to the Condensed Consolidated Financial Statements for a description of the transaction with GM. Subsequently, the lease arrangement was terminated, and no further lease payments or advances will be made. |
(e) | At September 30, 2006, we carried an intercompany tax receivable from GM of $1.1 billion. This receivable is expected to be paid immediately prior to the closing of the GMAC majority sale transaction. The receivable is comprised of federal net operating loss carryforwards of $981, charitable contributions carryforwards of $16 and foreign tax credit carryforwards of $140. We believe that the intercompany tax receivable is realizable as GM has determined that it is more likely than not that the tax attributes will be utilized in the remaining carryforward period. |
(f) | Includes (receivables) payables from GM as follows: wholesale settlements payable to GM, subvention receivables due from GM and other (receivables) payables due to/from GM, which are included in accrued expenses, and other liabilities and debt, respectively. |
(g) | The 2005 amount represents cash dividends of $500 million in each of the first three quarters and $1.0 billion in the fourth quarter. The 2006 amount represents cash dividends of $1.4 billion in the second quarter and $500 million in the third quarter. In addition, the 2006 amounts include non-cash dividends of $11 in the second quarter and $39 in the third quarter. |
16
Nine months ended September 30, | 2006 | 2005 | |||||||
GM and affiliates subvented
contracts acquired:
|
|||||||||
North American operations (a)
|
91 | % | 77 | % | |||||
International operations
|
54 | % | 57 | % | |||||
(a) | The increase in 2006 is primarily due to the 72-hour sale that occurred in July 2006. Contracts were sold at 0% financing for 72 months. |
Third Quarter | Nine Months | |||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | ||||||||||||||
Net financing revenue:
|
||||||||||||||||||
GM and affiliates lease residual
value support (a)
|
$245 | $136 | $609 | $390 | ||||||||||||||
Wholesale subvention and service
fees from GM
|
49 | 53 | 137 | 164 | ||||||||||||||
Interest paid on loans from GM
|
(17 | ) | (11 | ) | (45 | ) | (30 | ) | ||||||||||
Consumer lease payments from
GM (b)
|
4 | 37 | 65 | 149 | ||||||||||||||
Insurance premiums earned from GM
|
72 | 97 | 229 | 300 | ||||||||||||||
Other income:
|
||||||||||||||||||
Interest on notes receivable from
GM and affiliates
|
97 | 51 | 233 | 163 | ||||||||||||||
Interest on wholesale
settlements (c)
|
44 | 36 | 137 | 100 | ||||||||||||||
Revenues from GM leased properties,
net (d)
|
28 | 20 | 82 | 57 | ||||||||||||||
Service fee income:
|
||||||||||||||||||
GMAC of Canada operating lease
administration (e)
|
| 5 | | 17 | ||||||||||||||
Rental car repurchases held for
resale (f)
|
4 | 5 | 15 | 15 | ||||||||||||||
Expense:
|
||||||||||||||||||
Employee retirement plan costs
allocated by GM
|
21 | 36 | 84 | 124 | ||||||||||||||
Off-lease vehicle selling expense
reimbursement (g)
|
(8 | ) | (9 | ) | (22 | ) | (12 | ) | ||||||||||
Payments to GM for services, rent
and marketing expenses
|
23 | 14 | 70 | 105 | ||||||||||||||
(a) | Represents total amount of residual support paid (or invoiced) for the third quarter 2006 and 2005 under the residual support and risk sharing programs. However, the table does not include a payment of $1.1 billion made during the second quarter in connection with settlement of residual support and risk sharing obligations for a portion of the lease portfolio, as described below. |
(b) | GM sponsors lease pull-ahead programs whereby consumers are encouraged to terminate lease contracts early in conjunction with the acquisition of a new GM vehicle, with the customers remaining payment obligation waived. For certain programs, GM compensates us for the waived payments, adjusted based on the remarketing results associated with the underlying vehicle. |
(c) | The settlement terms related to the wholesale financing of certain GM products are at shipment date. To the extent that wholesale settlements with GM are made prior to the expiration of transit, we receive interest from GM. |
(d) | Includes net balance of vehicles, buildings and other equipment classified as operating lease assets that are leased to GM affiliated entities. |
(e) | GMAC of Canada, Limited administered operating lease receivables on behalf of GM of Canada, Limited (GMCL) and received a servicing fee, which was included in other income. As of October 2005, GMAC of Canada, Limited no longer administers these operating lease receivables. |
(f) | We receive a transaction fee from GM related to the resale of rental car repurchases. |
(g) | An agreement with GM provides for the reimbursement of certain selling expenses incurred by us on off-lease vehicles sold by GM at auction. |
17
10 | Pension and Other Postretirement Benefits |
18
11 | Goodwill and Other Intangible Assets |
12 | Segment Information |
Automotive Finance operations | ||||||||||||||||||||||||
North | ||||||||||||||||||||||||
Third quarter ended September 30, | American | International | Insurance | |||||||||||||||||||||
($ in millions) | Operations (a) | Operations (a) | ResCap (b) | Operations | Other (c) | Consolidated | ||||||||||||||||||
2006
|
||||||||||||||||||||||||
Net financing revenue before
provision for credit losses
|
$1,035 | $338 | $174 | $ | $144 | $1,691 | ||||||||||||||||||
Provision for credit losses
|
(124 | ) | (31 | ) | (239 | ) | | (92 | ) | (486 | ) | |||||||||||||
Other revenue
|
848 | 219 | 858 | 1,258 | (100 | ) | 3,083 | |||||||||||||||||
Total net financing revenue and
other income
|
1,759 | 526 | 793 | 1,258 | (48 | ) | 4,288 | |||||||||||||||||
Impairment of goodwill and other
intangible assets
|
| | | | 840 | 840 | ||||||||||||||||||
Noninterest expense
|
1,631 | 396 | 644 | 977 | 54 | 3,702 | ||||||||||||||||||
Income (loss) before income tax
expense
|
128 | 130 | 149 | 281 | (942 | ) | (254 | ) | ||||||||||||||||
Income tax expense (benefit)
|
42 | 47 | 66 | 98 | (183 | ) | 70 | |||||||||||||||||
Net income (loss)
|
$86 | $83 | $83 | $183 | ($759 | ) | ($324 | ) | ||||||||||||||||
Total assets
|
$150,340 | $30,491 | $132,490 | $13,919 | ($17,392 | ) | $309,848 | |||||||||||||||||
2005
|
||||||||||||||||||||||||
Net financing revenue before
provision for credit losses
|
$1,036 | $377 | $293 | $ | $298 | $2,004 | ||||||||||||||||||
Provision for credit losses
|
(184 | ) | (27 | ) | (164 | ) | | (10 | ) | (385 | ) | |||||||||||||
Other revenue
|
767 | 183 | 1,044 | 1,070 | 224 | 3,288 | ||||||||||||||||||
Total net financing revenue and
other income
|
1,619 | 533 | 1,173 | 1,070 | 512 | 4,907 | ||||||||||||||||||
Noninterest expense
|
1,527 | 396 | 702 | 928 | 303 | 3,856 | ||||||||||||||||||
Income before income tax expense
|
92 | 137 | 471 | 142 | 209 | 1,051 | ||||||||||||||||||
Income tax expense
|
31 | 34 | 191 | 53 | 67 | 376 | ||||||||||||||||||
Net income
|
$61 | $103 | $280 | $89 | $142 | $675 | ||||||||||||||||||
Total assets
|
$173,722 | $30,226 | $104,620 | $12,489 | ($6,863 | ) | $314,194 | |||||||||||||||||
(a) | North American Operations consist of automotive financing in the U.S. and Canada and certain corporate activities. International Operations consists of automotive financing and full service leasing in all other countries and Puerto Rico through March 31, 2006. Beginning April 1, 2006, Puerto Rico is included in North American Operations. |
(b) | Refer to Note 1 to the Condensed Consolidated Financial Statements for a discussion on changes to the reportable operating segments. |
(c) | Represents our Commercial Finance business, Capmark, certain corporate activities related to mortgage activities, and reclassifications and elimination between the reporting segments. The financial results for 2006 reflect our approximately 22% equity interest in Capmark commencing March 23, 2006, while the 2005 financial results represent Capmark as wholly owned. |
19
Automotive Finance operations | ||||||||||||||||||||||||
North | ||||||||||||||||||||||||
Nine months ended September 30, | American | International | Insurance | |||||||||||||||||||||
($ in millions) | Operations (a) | Operations (a) | ResCap (b) | Operations | Other (c) | Consolidated | ||||||||||||||||||
2006
|
||||||||||||||||||||||||
Net financing revenue before
provision for credit losses
|
$3,408 | $1,024 | $702 | $ | $604 | $5,738 | ||||||||||||||||||
Provision for credit losses
|
(267 | ) | (46 | ) | (484 | ) | | (109 | ) | (906 | ) | |||||||||||||
Other revenue
|
2,417 | 637 | 3,090 | 3,556 | (166 | ) | 9,534 | |||||||||||||||||
Total net financing revenue and
other income
|
5,558 | 1,615 | 3,308 | 3,556 | 329 | 14,366 | ||||||||||||||||||
Impairment of goodwill and other
intangible assets
|
| | | | 840 | 840 | ||||||||||||||||||
Noninterest expense
|
4,946 | 1,197 | 1,941 | 2,972 | 407 | 11,463 | ||||||||||||||||||
Income (loss) before income tax
expense
|
612 | 418 | 1,367 | 584 | (918 | ) | 2,063 | |||||||||||||||||
Income tax expense (benefit)
|
176 | 129 | 534 | 192 | (216 | ) | 815 | |||||||||||||||||
Net income (loss)
|
$436 | $289 | $833 | $392 | ($702 | ) | $1,248 | |||||||||||||||||
2005
|
||||||||||||||||||||||||
Net financing revenue before
provision for credit losses
|
$3,420 | $1,137 | $1,087 | $ | $814 | $6,458 | ||||||||||||||||||
Provision for credit losses
|
(350 | ) | (89 | ) | (440 | ) | | (36 | ) | (915 | ) | |||||||||||||
Other revenue
|
2,017 | 577 | 2,752 | 3,162 | 405 | 8,913 | ||||||||||||||||||
Total net financing revenue and
other income
|
5,087 | 1,625 | 3,399 | 3,162 | 1,183 | 14,456 | ||||||||||||||||||
Noninterest expense
|
4,428 | 1,194 | 1,940 | 2,732 | 796 | 11,090 | ||||||||||||||||||
Income before income tax expense
|
659 | 431 | 1,459 | 430 | 387 | 3,366 | ||||||||||||||||||
Income tax expense
|
206 | 120 | 557 | 146 | 118 | 1,147 | ||||||||||||||||||
Net income
|
$453 | $311 | $902 | $284 | $269 | $2,219 | ||||||||||||||||||
(a) | North American Operations consist of automotive financing in the U.S. and Canada and certain corporate activities. International Operations consists of automotive financing and full service leasing in all other countries and Puerto Rico through March 31, 2006. Beginning April 1, 2006, Puerto Rico was included in North American Operations. |
(b) | Refer to Note 1 to the Condensed Consolidated Financial Statements for a discussion on changes to the reportable operating segments. |
(c) | Represents our Commercial Finance business, Capmark, certain mortgage activities maintained at corporate, and reclassifications and elimination between the reporting segments. The financial results for 2006 reflect our approximately 22% equity interest in Capmark commencing March 23, 2006, while the 2005 financial results represent Capmark as wholly owned. |
13 | Subsequent Events |
20
Overview
Third Quarter | Nine Months | |||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | ||||||||||||||
Automotive Finance (a)
|
$169 | $164 | $725 | $764 | ||||||||||||||
ResCap
|
83 | 280 | 833 | 902 | ||||||||||||||
Insurance
|
183 | 89 | 392 | 284 | ||||||||||||||
Other (b)
|
(759 | ) | 142 | (702 | ) | 269 | ||||||||||||
Net (loss) income
|
($324 | ) | $675 | $1,248 | $2,219 | |||||||||||||
Return on average
equity
|
(5.9% | ) | 11.9 | % | 7.5 | % | 13.1 | % | ||||||||||
(a) | Includes our North America and International automotive finance reporting segments, separately identified in Note 12 to the Condensed Consolidated Financial Statements. | |
(b) | Includes our Commercial Finance business operating segment, equity interest in Capmark and mortgage activities. |
21
Automotive Finance Operations
Third Quarter | Nine Months | ||||||||||||||||||||||||||||||||
Period ended September 30, | |||||||||||||||||||||||||||||||||
($ in millions) | 2006 | 2005 | Change | % | 2006 | 2005 | Change | % | |||||||||||||||||||||||||
Revenue
|
|||||||||||||||||||||||||||||||||
Consumer
|
$1,481 | $1,605 | ($124 | ) | (8 | ) | $4,267 | $4,991 | ($724 | ) | (15 | ) | |||||||||||||||||||||
Commercial
|
399 | 322 | 77 | 24 | 1,187 | 1,122 | 65 | 6 | |||||||||||||||||||||||||
Operating leases
|
2,079 | 1,777 | 302 | 17 | 6,028 | 5,194 | 834 | 16 | |||||||||||||||||||||||||
Total financing revenue
|
3,959 | 3,704 | 255 | 7 | 11,482 | 11,307 | 175 | 2 | |||||||||||||||||||||||||
Interest expense
|
(2,518 | ) | (2,258 | ) | (260 | ) | (12 | ) | (6,865 | ) | (6,659 | ) | (206 | ) | (3 | ) | |||||||||||||||||
Provision for credit losses
|
(155 | ) | (211 | ) | 56 | 27 | (313 | ) | (439 | ) | 126 | 29 | |||||||||||||||||||||
Net financing revenue
|
1,286 | 1,235 | 51 | 4 | 4,304 | 4,209 | 95 | 2 | |||||||||||||||||||||||||
Servicing fees
|
58 | 37 | 21 | 57 | 176 | 81 | 95 | 117 | |||||||||||||||||||||||||
Net gains on sales
|
115 | 139 | (24 | ) | (17 | ) | 298 | 354 | (56 | ) | (16 | ) | |||||||||||||||||||||
Investment income
|
152 | 54 | 98 | 181 | 387 | 162 | 225 | 139 | |||||||||||||||||||||||||
Other income
|
673 | 686 | (13 | ) | (2 | ) | 2,004 | 1,903 | 101 | 5 | |||||||||||||||||||||||
Depreciation expense on operating
leases
|
(1,394 | ) | (1,326 | ) | (68 | ) | (5 | ) | (4,176 | ) | (3,880 | ) | (296 | ) | (8 | ) | |||||||||||||||||
Noninterest expense
|
(632 | ) | (596 | ) | (36 | ) | (6 | ) | (1,963 | ) | (1,739 | ) | (224 | ) | (13 | ) | |||||||||||||||||
Income tax expense
|
(89 | ) | (65 | ) | (24 | ) | 37 | (305 | ) | (326 | ) | 21 | 6 | ||||||||||||||||||||
Net income
|
$169 | $164 | 5 | 3 | $725 | $764 | ($39 | ) | (5 | ) | |||||||||||||||||||||||
Total assets
|
$174,748 | $200,743 | ($25,995 | ) | (13 | ) | |||||||||||||||||||||||||||
22
23
Third Quarter | Nine Months | |||||||||||||||||
Share of | Share of | |||||||||||||||||
GMAC volume | GM sales | GMAC volume | GM sales | |||||||||||||||
Period ended September 30, | ||||||||||||||||||
(units in thousands) | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | ||||||||||
New vehicle consumer
financing
|
||||||||||||||||||
GM vehicles
|
||||||||||||||||||
North America
|
||||||||||||||||||
Retail contracts
|
418 | 249 | 45% | 24% | 825 | 838 | 32% | 29% | ||||||||||
Leases
|
162 | 137 | 17% | 14% | 495 | 449 | 19% | 15% | ||||||||||
Total North America
|
580 | 386 | 62% | 38% | 1,320 | 1,287 | 51% | 44% | ||||||||||
International (retail contracts and
leases)
|
127 | 129 | 24% | 25% | 390 | 398 | 24% | 27% | ||||||||||
Total GM units financed
|
707 | 515 | 48% | 34% | 1,710 | 1,685 | 41% | 38% | ||||||||||
Non-GM units financed
|
18 | 21 | 52 | 57 | ||||||||||||||
Total consumer automotive financing
volume
|
725 | 536 | 1,762 | 1,742 | ||||||||||||||
Wholesale financing of new
vehicles
|
||||||||||||||||||
GM vehicles
|
||||||||||||||||||
North America
|
785 | 899 | 76% | 81% | 2,626 | 2,790 | 76% | 80% | ||||||||||
International
|
606 | 598 | 84% | 83% | 1,954 | 1,803 | 87% | 85% | ||||||||||
Total GM units financed
|
1,391 | 1,497 | 79% | 82% | 4,580 | 4,593 | 80% | 82% | ||||||||||
Non-GM units financed
|
34 | 48 | 107 | 139 | ||||||||||||||
Total wholesale volume
|
1,425 | 1,545 | 4,687 | 4,732 | ||||||||||||||
24
Average | Charge-offs, | |||||||||||
retail | net of | Annualized net | ||||||||||
contracts | recoveries(a) | charge-off rate | ||||||||||
Third quarter ended September 30, | ||||||||||||
($ in millions) | 2006 | 2006 | 2005 | 2006 | 2005 | |||||||
Managed
|
||||||||||||
North America
|
$55,329 | $135 | $199 | 0.98% | 1.12% | |||||||
International
|
15,354 | 33 | 34 | 0.86% | 0.93% | |||||||
Total managed
|
$70,683 | $168 | $233 | 0.95% | 1.09% | |||||||
On-balance sheet
|
||||||||||||
North America
|
$50,595 | $132 | $195 | 1.04% | 1.22% | |||||||
International
|
15,354 | 33 | 34 | 0.86% | 0.93% | |||||||
Total on-balance sheet
|
$65,949 | $165 | $229 | 1.00% | 1.16% | |||||||
(a) | Net charge-offs exclude amounts related to the lump-sum payments on balloon finance contracts. The amount totaled $7 for the third quarter ended September 30, 2006. |
Average | Charge-offs, | |||||||||||
retail | net of | Annualized net | ||||||||||
contracts | recoveries | charge-off rate | ||||||||||
Nine months ended September 30, | ||||||||||||
($ in millions) | 2006 | 2006 | 2005 | 2006 | 2005 | |||||||
Managed
|
||||||||||||
North America
|
$56,196 | $416 | $566 | 0.99% | 0.99% | |||||||
International
|
15,081 | 82 | 103 | 0.72% | 0.93% | |||||||
Total managed
|
$71,277 | $498 | $669 | 0.93% | 0.98% | |||||||
On-balance sheet
|
||||||||||||
North America
|
$51,067 | $409 | $556 | 1.07% | 1.05% | |||||||
International
|
15,081 | 82 | 103 | 0.72% | 0.93% | |||||||
Total on-balance sheet
|
$66,148 | $491 | $659 | 0.99% | 1.03% | |||||||
(a) | Net charge-offs exclude amounts related to the lump-sum payments on balloon finance contracts. The amount totaled $15 for the nine months ended September 30, 2006. |
The following table summarizes pertinent delinquency experience in the consumer automotive retail contract portfolio. |
Percent of retail contracts | ||||||||
30 days or more past due (a) | ||||||||
Managed | On-balance sheet | |||||||
September 30, | 2006 | 2005 | 2006 | 2005 | ||||
North America
|
2.46% | 2.14% | 2.68% | 2.29% | ||||
International
|
2.64% | 2.68% | 2.64% | 2.68% | ||||
Total
|
2.51% | 2.28% | 2.67% | 2.40% | ||||
(a) | Past due contracts are calculated on the basis of the average number of contracts delinquent during a month and exclude accounts in bankruptcy. |
25
Managed | On-balance sheet | |||||||||||||||||
Third quarter ended September 30, | 2006 | 2005 | 2006 | 2005 | ||||||||||||||
Average retail contracts in
bankruptcy (in units)
|
83,103 | 99,542 | 82,680 | 95,610 | ||||||||||||||
Bankruptcies as a percent of
average number of contracts outstanding
|
2.49 | % | 2.27 | % | 2.63 | % | 2.37 | % | ||||||||||
Retail contract repossessions (in
units)
|
21,904 | 26,256 | 21,536 | 25,628 | ||||||||||||||
Annualized repossessions as a
percent of average number of contracts outstanding
|
2.61 | % | 2.35 | % | 2.71 | % | 2.50 | % | ||||||||||
Managed | On-balance sheet | |||||||||||||||||
Nine months ended September 30, | 2006 | 2005 | 2006 | 2005 | ||||||||||||||
Average retail contracts in
bankruptcy (in units)
|
93,433 | 98,386 | 92,403 | 94,044 | ||||||||||||||
Bankruptcies as a percent of
average number of contracts outstanding
|
2.70 | % | 2.12 | % | 2.83 | % | 2.19 | % | ||||||||||
Retail contract repossessions (in
units)
|
68,469 | 76,640 | 67,500 | 74,330 | ||||||||||||||
Annualized repossessions as a
percent of average number of contracts outstanding
|
2.62 | % | 2.19 | % | 2.74 | % | 2.30 | % | ||||||||||
Third Quarter | Nine Months | ||||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | |||||||||||||||
Allowance at beginning of period
|
$1,467 | $1,819 | $1,618 | $2,035 | |||||||||||||||
Provision for credit losses
|
156 | 225 | 332 | 452 | |||||||||||||||
Charge-offs
|
|||||||||||||||||||
Domestic
|
(172 | ) | (233 | ) | (529 | ) | (647 | ) | |||||||||||
Foreign
|
(45 | ) | (48 | ) | (124 | ) | (147 | ) | |||||||||||
Total charge-offs
|
(217 | ) | (281 | ) | (653 | ) | (794 | ) | |||||||||||
Recoveries
|
|||||||||||||||||||
Domestic
|
35 | 41 | 113 | 100 | |||||||||||||||
Foreign
|
10 | 11 | 34 | 35 | |||||||||||||||
Total recoveries
|
45 | 52 | 147 | 135 | |||||||||||||||
Net charge-offs
|
(172 | ) | (229 | ) | (506 | ) | (659 | ) | |||||||||||
Impacts of foreign currency
translation
|
5 | 4 | 10 | (9 | ) | ||||||||||||||
Securitization activity
|
| 1 | 2 | 1 | |||||||||||||||
Allowance at September 30,
|
$1,456 | $1,820 | $1,456 | $1,820 | |||||||||||||||
Allowance coverage (a)
|
2.21 | % | 2.32 | % | 2.21 | % | 2.32 | % | |||||||||||
(a) | Represents the related allowance for credit losses as a percentage of total on-balance sheet consumer automotive retail contracts. |
26
Total | ||||||||||||||||||
loans | Impaired loans (a) | |||||||||||||||||
Sep 30, | Sep 30, | Dec 31, | Sep 30, | |||||||||||||||
($ in millions) | 2006 | 2006 | 2005 | 2005 | ||||||||||||||
Wholesale
|
20,828 | $317 | $299 | $330 | ||||||||||||||
1.52 | % | 1.45 | % | 2.65 | % | |||||||||||||
Other commercial financing
|
3,878 | 46 | 142 | 162 | ||||||||||||||
1.19 | % | 1.36 | % | 1.49 | % | |||||||||||||
Total on-balance sheet
|
24,706 | $363 | $441 | $492 | ||||||||||||||
1.47 | % | 1.42 | % | 2.27 | % | |||||||||||||
(a) | Includes loans where it is probable that we will be unable to collect all amounts due according to the terms of the loan. |
ResCap Operations |
27
Third Quarter | Nine Months | |||||||||||||||||||||||||||||||
Period ended September 30, | ||||||||||||||||||||||||||||||||
($ in millions) | 2006 | 2005 | Change | % | 2006 | 2005 | Change | % | ||||||||||||||||||||||||
Revenue
|
||||||||||||||||||||||||||||||||
Total financing revenue
|
$1,878 | $1,330 | $548 | 41 | $5,399 | $3,740 | $1,659 | 44 | ||||||||||||||||||||||||
Interest expense
|
(1,704 | ) | (1,037 | ) | (667 | ) | (64 | ) | (4,697 | ) | (2,653 | ) | (2,044 | ) | (77 | ) | ||||||||||||||||
Provision for credit losses
|
(239 | ) | (164 | ) | (75 | ) | (46 | ) | (484 | ) | (440 | ) | (44 | ) | (10 | ) | ||||||||||||||||
Net financing revenue
|
(65 | ) | 129 | (194 | ) | (150 | ) | 218 | 647 | (429 | ) | (66 | ) | |||||||||||||||||||
Mortgage servicing fees
|
401 | 361 | 40 | 11 | 1,162 | 1,047 | 115 | 11 | ||||||||||||||||||||||||
MSR amortization and impairment
|
| (69 | ) | 69 | 100 | | (516 | ) | 516 | 100 | ||||||||||||||||||||||
Servicing asset valuation and hedge
activities, net
|
(332 | ) | (1 | ) | (331 | ) | (688 | ) | 92 | (780 | ) | (848 | ) | |||||||||||||||||||
Net loan servicing income
|
69 | 291 | (222 | ) | (76 | ) | 474 | 623 | (149 | ) | (24 | ) | ||||||||||||||||||||
Gains on sale of loans
|
237 | 307 | (70 | ) | (23 | ) | 879 | 787 | 92 | 12 | ||||||||||||||||||||||
Other income
|
552 | 446 | 106 | 24 | 1,737 | 1,342 | 395 | 29 | ||||||||||||||||||||||||
Noninterest expense
|
(644 | ) | (702 | ) | 58 | 8 | (1,941 | ) | (1,940 | ) | (1 | ) | | |||||||||||||||||||
Income tax expense
|
(66 | ) | (191 | ) | 125 | 65 | (534 | ) | (557 | ) | 23 | 4 | ||||||||||||||||||||
Net income
|
$83 | $280 | ($197 | ) | (70 | ) | $833 | $902 | ($69 | ) | (8 | ) | ||||||||||||||||||||
Total assets
|
$132,490 | $104,620 | $27,870 | 27 | ||||||||||||||||||||||||||||
28
Third Quarter | Nine Months | |||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | ||||||||||||||
Consumer:
|
||||||||||||||||||
Principal amount by product type:
|
||||||||||||||||||
Prime conforming
|
$12,002 | $14,832 | $32,536 | $39,532 | ||||||||||||||
Prime nonconforming
|
16,411 | 17,292 | 42,776 | 42,358 | ||||||||||||||
Government
|
942 | 1,141 | 2,884 | 3,382 | ||||||||||||||
Nonprime
|
8,467 | 9,884 | 23,623 | 23,821 | ||||||||||||||
Prime second-lien
|
6,100 | 3,588 | 18,500 | 9,262 | ||||||||||||||
Total U.S. production
|
43,922 | 46,737 | 120,319 | 118,355 | ||||||||||||||
International
|
7,531 | 4,535 | 19,736 | 11,932 | ||||||||||||||
Total
|
$51,453 | $51,272 | $140,055 | $130,287 | ||||||||||||||
Principal amount by origination
channel:
|
||||||||||||||||||
Retail and direct channels
|
$7,012 | $10,500 | $21,114 | $28,677 | ||||||||||||||
Correspondent and broker channels
|
36,910 | 36,237 | 99,205 | 89,678 | ||||||||||||||
Total U.S. production
|
$43,922 | $46,737 | $120,319 | $118,355 | ||||||||||||||
Number of loans (in units):
|
||||||||||||||||||
Retail and direct channels
|
60,693 | 80,727 | 186,592 | 223,697 | ||||||||||||||
Correspondent and broker channels
|
222,196 | 196,222 | 621,795 | 499,856 | ||||||||||||||
Total U.S. production
|
282,889 | 276,949 | 808,387 | 723,553 | ||||||||||||||
U.S. mortgage loan servicing portfolio | ||||||||||||||||
September 30, 2006 | December 31, 2005 | |||||||||||||||
Number of | Dollar amount | Number of | Dollar amount | |||||||||||||
($ in millions) | loans | of loans | loans | of loans | ||||||||||||
Prime nonconforming
|
310,937 | $96,851 | 257,550 | $76,980 | ||||||||||||
Prime conforming
|
1,449,123 | 200,632 | 1,393,379 | 186,405 | ||||||||||||
Government
|
183,058 | 18,866 | 181,679 | 18,098 | ||||||||||||
Nonprime
|
478,130 | 57,494 | 493,486 | 56,373 | ||||||||||||
Prime second-lien
|
694,654 | 28,584 | 500,534 | 17,073 | ||||||||||||
Total primary servicing
portfolio (a)
|
3,115,902 | $402,427 | 2,826,628 | $354,929 | ||||||||||||
(a) | Excludes loans for which we acted as a subservicer. This included 280,003 of loans with an unpaid principal balance of $47.5 billion at September 30, 2006, and 271,489 loans with an unpaid balance of $38.9 billion at December 31, 2005. |
29
Third Quarter | Nine Months | |||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | 2006 | 2005 | ||||||||||||||
Allowance at beginning of period
|
$1,230 | $1,094 | $1,253 | $1,015 | ||||||||||||||
Provision for loan losses
|
239 | 164 | 484 | 462 | ||||||||||||||
Charge-offs
|
(194 | ) | (117 | ) | (488 | ) | (359 | ) | ||||||||||
Recoveries
|
9 | 7 | 35 | 30 | ||||||||||||||
Allowance at September 30
|
$1,284 | $1,148 | $1,284 | $1,148 | ||||||||||||||
Allowance as a percentage of total
mortgage loans held for investment and lending receivables
|
1.45 | % | 1.62 | % | 1.45 | % | 1.62 | % | ||||||||||
Sep 30, | Dec 31, | Sep 30, | ||||||||||||||
($ in millions) | 2006 | 2005 | 2005 | |||||||||||||
Nonaccrual loans:
|
||||||||||||||||
Mortgage loans:
|
||||||||||||||||
Prime conforming
|
$10 | $10 | $20 | |||||||||||||
Prime nonconforming
|
371 | 361 | 239 | |||||||||||||
Government
|
| | 39 | |||||||||||||
Prime second-lien
|
133 | 85 | 72 | |||||||||||||
Nonprime (a)
|
6,275 | 5,731 | 5,110 | |||||||||||||
Lending receivables:
|
||||||||||||||||
Warehouse
|
9 | 42 | 1 | |||||||||||||
Construction
|
21 | 8 | 9 | |||||||||||||
Commercial real estate
|
| 17 | | |||||||||||||
Total nonaccrual loans
|
$6,819 | $6,254 | $5,490 | |||||||||||||
Restructured loans
|
12 | 23 | | |||||||||||||
Foreclosed assets
|
922 | 506 | 557 | |||||||||||||
Total nonperforming assets
|
$7,753 | $6,783 | $6,047 | |||||||||||||
Total nonaccrual loans as a
percentage of total mortgage loans held for investment and
lending receivables
|
7.7 | % | 7.6 | % | 7.8 | % | ||||||||||
Total nonperforming assets as a
percentage of total ResCap assets
|
5.8 | % | 5.7 | % | 5.8 | % | ||||||||||
(a) | Includes $340 as of September 30, 2006, $374 as of December 31, 2005, and $462 as of September 30, 2005, of loans that were purchased distressed and already in nonaccrual status. |
30
Insurance Operations
Third Quarter | Nine Months | |||||||||||||||||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | Change | % | 2006 | 2005 | Change | % | ||||||||||||||||||||||||
Revenue
|
||||||||||||||||||||||||||||||||
Insurance premiums and service
revenue earned
|
$1,037 | $967 | $70 | 7 | $3,082 | $2,797 | $285 | 10 | ||||||||||||||||||||||||
Investment income
|
172 | 89 | 83 | 93 | 361 | 275 | 86 | 31 | ||||||||||||||||||||||||
Other income
|
49 | 14 | 35 | 250 | 113 | 90 | 23 | 26 | ||||||||||||||||||||||||
Total financing revenue and other
income
|
1,258 | 1,070 | 188 | 18 | 3,556 | 3,162 | 394 | 12 | ||||||||||||||||||||||||
Insurance losses and loss
adjustment expenses
|
(580 | ) | (593 | ) | 13 | 2 | (1,830 | ) | (1,779 | ) | (51 | ) | (3 | ) | ||||||||||||||||||
Acquisition and underwriting expense
|
(380 | ) | (313 | ) | (67 | ) | (21 | ) | (1,074 | ) | (888 | ) | (186 | ) | (21 | ) | ||||||||||||||||
Premium tax and other expense
|
(17 | ) | (22 | ) | 5 | 23 | (68 | ) | (65 | ) | (3 | ) | (5 | ) | ||||||||||||||||||
Income before income taxes
|
281 | 142 | 139 | 98 | 584 | 430 | 154 | 36 | ||||||||||||||||||||||||
Income tax expense
|
(98 | ) | (53 | ) | (45 | ) | (85 | ) | (192 | ) | (146 | ) | (46 | ) | (32 | ) | ||||||||||||||||
Net income
|
$183 | $89 | $94 | 106 | $392 | $284 | $108 | 38 | ||||||||||||||||||||||||
Total assets
|
$13,919 | $12,489 | $1,430 | 11 | ||||||||||||||||||||||||||||
Insurance premiums and service
revenue written
|
$1,037 | $1,053 | ($16 | ) | (2 | ) | $3,168 | $3,209 | ($41 | ) | (1 | ) | ||||||||||||||||||||
Combined
ratio (a)
|
89.4 | % | 94.6 | % | 92.3 | % | 94.3 | % | ||||||||||||||||||||||||
(a) | Management uses combined ratio as a primary measure of underwriting profitability, with its components measured using Generally Accepted Accounting Principles. Underwriting profitability is indicated by a combined ratio under 100% and is calculated as the sum of all reported losses and expenses (excluding interest and income tax expense) divided by the total of premiums and service revenues earned and other income. |
31
Other Operations
Third Quarter | Nine Months | |||||||||||||||||||||||||||||||
Period ended September 30, ($ in millions) | 2006 | 2005 | Change | % | 2006 | 2005 | Change | % | ||||||||||||||||||||||||
Commercial Finance
|
($768 | ) | $14 | ($782 | ) | (5,586 | ) | ($756 | ) | $40 | ($796 | ) | (1,990 | ) | ||||||||||||||||||
Capmark
|
9 | 128 | (119 | ) | (93 | ) | 54 | 229 | (175 | ) | (76 | ) | ||||||||||||||||||||
Net (loss) income
|
($759 | ) | $142 | ($901 | ) | (635 | ) | ($702 | ) | $269 | ($971 | ) | (361 | ) | ||||||||||||||||||
Total assets (a)
|
$6,244 | $26,688 | ($20,444 | ) | (77 | ) | ||||||||||||||||||||||||||
(a) | Represents assets of Commercial Finance business. |
32
33
Critical Accounting Estimates
Determination of the allowance for credit losses
Valuation of automotive lease residuals
Valuation of mortgage servicing rights
Valuation of interests in securitized assets
Determination of reserves for insurance losses and loss
adjustment expenses
Funding and Liquidity
Outstanding | |||||||||
September 30, | December 31, | ||||||||
($ in millions) | 2006 | 2005 | |||||||
Commercial paper
|
$1,328 | $524 | |||||||
Institutional term debt
|
71,650 | 82,557 | |||||||
Retail debt programs
|
31,333 | 34,482 | |||||||
Secured financings
|
131,429 | 121,138 | |||||||
Bank loans, and other
|
14,110 | 15,704 | |||||||
Total debt (a)
|
249,850 | 254,405 | |||||||
Customer deposits (b)
|
10,119 | 6,855 | |||||||
Off-balance sheet
securitizations (c)
|
|||||||||
Retail finance receivables
|
5,567 | 3,165 | |||||||
Wholesale loans
|
17,798 | 20,724 | |||||||
Mortgage loans
|
101,884 | 77,573 | |||||||
Total funding
|
385,218 | 362,722 | |||||||
Less: cash reserves (d)
|
(14,100 | ) | (19,605 | ) | |||||
Net funding
|
$371,118 | $343,117 | |||||||
Leverage ratio covenant (e)
|
7.4:1 | 7.5:1 | |||||||
Funding Commitments ($ in
billions)
|
|||||||||
Bank liquidity facilities (f)
|
$45.1 | $44.1 | |||||||
Secured funding facilities (g)
|
$111.8 | $115.5 | |||||||
(a) | Excludes fair value adjustment as described in Note 7 to the Condensed Consolidated Financial Statements. |
(b) | Includes consumer and commercial bank deposits and dealer wholesale deposits. |
(c) | Represents net funding from securitizations of retail and wholesale automotive receivables and mortgage loans accounted for as sales, further described in Note 8 to the Consolidated Financial Statements in our 2005 Annual Report on Form 10-K. |
(d) | Includes $9.1 billion in cash and cash equivalents and $5.0 billion invested in marketable securities at September 30, 2006, and $15.4 billion and $4.2 billion at December 31, 2005, respectively. |
(e) | As described in Note 7 to the Condensed Consolidated Financial Statements, our liquidity facilities and certain other funding facilities contain a leverage ratio covenant of 11.0:1, which excludes from debt certain securitization transactions that are accounted for on-balance sheet as secured financings (totaling $93,476 and $94,346 at September 30, 2006, and December 31, 2005, respectively). Our debt to equity ratio was 11.8:1 and 11.9:1, at September 30, 2006, and December 31, 2005, respectively, as determined by accounting principles generally accepted in the United States of America, which was the former basis for the leverage ratio covenant. |
(f) | Represents both committed and uncommitted bank liquidity facilities. Refer to Note 7 to the Condensed Consolidated Financial Statements for details. |
(g) | Represents committed secured funding facilities with third parties. Includes commitments with third-party asset-backed commercial paper conduits, as well as forward flow sale agreements with third parties securities, purchase commitments with third parties and repurchase facilities. Refer to Note 7 to the Condensed Consolidated Financial Statements for details. |
34
35
Rating | Commercial | Senior | ||||||||
Agency | Paper | Debt | Outlook | Date of Last Action | ||||||
Fitch
|
B | BB | Positive | September 26, 2005 (a) | ||||||
Moodys
|
Not-Prime | Ba1 | Possible downgrade | August 24, 2005 (b) | ||||||
S&P
|
B-1 | BB | Developing | May 5, 2005 (c) | ||||||
DBRS
|
R-3 | BBB (low) | Developing | August 2, 2005 (d) | ||||||
(a) | Fitch downgraded our senior debt to BB from BB+, affirmed the commercial paper rating of B and on October 17, 2005, placed the ratings on Rating Watch Evolving and on April 3, 2006, changed the rating watch status to Positive. | |
(b) | Moodys lowered our senior debt to Ba1 from Baa2, downgraded the commercial paper rating to Not-Prime from Prime-2 and on October 17, 2005, changed the review status of the long-term debt ratings to direction uncertain and on March 16, 2006, changed the review status of the senior debt ratings to possible downgrade. | |
(c) | Standard & Poors downgraded our senior debt to BB from BBB, downgraded the commercial paper rating to B-1 from A-3 and on October 10, 2005, changed the outlook to CreditWatch with developing implications. | |
(d) | DBRS downgraded our senior debt to BBB (low) from BBB, downgraded the commercial paper rating to R-2 (low) from R-2 (middle), on October 11, 2005, placed the ratings under review with developing implications and affirmed the review status on October 17, 2005. On September 15, 2006, DBRS modified their short-term rating scale by changing the lowest investment-grade rating from R-2 (low) to R-3. As a result of this technical change, our rating was reclassified from R-2 (low) to R-3. |
Rating | Commercial | Senior | ||||||||
Agency | Paper | Debt | Outlook | Date of Last Action | ||||||
Fitch
|
F3 | BBB | Positive | September 26, 2005 (a) | ||||||
Moodys
|
P-3 | Baa3 | Possible downgrade | August 24, 2005 (b) | ||||||
S&P
|
A-3 | BBB | Developing | June 9, 2005 (c) | ||||||
DBRS
|
R-2 (middle) | BBB | Developing | June 9, 2005 (d) | ||||||
(a) | Fitch downgraded the senior debt of ResCap to BBB from BBB, downgraded the commercial paper rating to F3 from F2, and on October 17, 2005, placed the ratings on Rating Watch Evolving and on April 3, 2006, changed the rating watch status to Positive. | |
(b) | Moodys downgraded the senior debt of ResCap to Baa3 from Baa2, downgraded the commercial paper rating to P3 from P2, on October 17, 2005, changed the review status of the long-term debt ratings to direction uncertain and on March 16, 2006, changed the review status of the senior debt ratings to possible downgrade. | |
(c) | Standard & Poors initial ratings for ResCap were assigned, and on October 10, 2005, S&P changed the outlook to CreditWatch with developing implications. | |
(d) | DBRS initial ratings for ResCap were assigned and on October 11, 2005, DBRS placed the ratings under review with developing implications and affirmed the review status on October 17, 2005. |
36
Off-balance Sheet
Arrangements
September 30, | December 31, | ||||||||
($ in billions) | 2006 | 2005 | |||||||
Securitization (a)
|
|||||||||
Retail finance receivables
|
$6.1 | $6.0 | |||||||
Wholesale loans
|
18.5 | 21.4 | |||||||
Mortgage loans
|
105.3 | 79.4 | |||||||
Total securitization
|
129.9 | 106.8 | |||||||
Other off-balance sheet activities
|
|||||||||
Mortgage warehouse
|
0.6 | 0.6 | |||||||
Other mortgage
|
0.1 | 0.2 | |||||||
Total off-balance sheet
activities
|
$130.6 | $107.6 | |||||||
(a) | Includes only securitizations accounted for as sales under SFAS 140, as further described in Note 8 to the Consolidated Financial Statements in our 2005 Annual Report on Form 10-K. |
Accounting and Reporting Developments |
37
38
Consolidated Operating
Results
39
Forward Looking Statements
the ability of GM to complete the previously announced
transaction with a strategic investor of a controlling interest
in us while maintaining a significant stake in us, securing
separate credit ratings and low cost funding to sustain growth
for us and ResCap and maintaining the mutually beneficial
relationship between us and GM;
changes in economic conditions, currency exchange rates,
significant terrorist attacks or political instability in the
major markets where we operate;
40
changes in the laws, regulations, policies or other activities
of governments, agencies and similar organizations where such
actions may affect the production, licensing, distribution or
sale of our products, the cost thereof or applicable tax
rates; and
the threat of terrorism, the outbreak or escalation of
hostilities between the United States and any foreign power or
territory and changes in international political conditions may
continue to affect both the United States and the global economy
and may increase other risks.
41
Controls and Procedures
42
Legal Proceedings
Risk Factors
GM has agreed to sell a controlling interest in us. There is a
risk that the sale may not occur or, if it does occur, may not
restore our investment grade rating or maintain ResCaps
investment grade rating.
We have recently experienced a series of credit rating actions,
resulting in the downgrade of our credit ratings to historically
low levels. Any further reduction of our credit ratings or
failure to restore our credit ratings to higher levels could
have a material adverse effect on our business.
Our business requires substantial capital and, if we are unable
to maintain adequate financing sources, our profitability and
financial condition will suffer and jeopardize our ability to
continue operations.
Our indebtedness and other obligations are significant and could
materially adversely affect our business.
The profitability and financial condition of our operations are
dependent upon the operations of our parent, General Motors.
We have substantial credit exposure to General Motors.
As a wholly owned subsidiary of GM, we are jointly and severally
responsible with GM and its other subsidiaries for funding
obligations under GMs and its subsidiaries qualified
U.S. defined benefit pension plans. Our financial condition
and our ability to repay unsecured debt could be impaired if we
were required to pay significant funding obligations for the GM
plans.
We are exposed to credit risk which could affect our
profitability and financial condition.
Our earnings may decrease because of increases or decreases in
interest rates.
Our hedging strategies may not be successful in mitigating our
risks associated with changes in interest rates and could affect
our profitability and financial condition.
Our residential mortgage subsidiarys ability to pay
dividends and to prepay subordinated debt obligations to us is
restricted by contractual arrangements.
A failure of or interruption in the communications and
information systems on which we rely to conduct our business
could adversely affect our revenues and profitability.
43
We use estimates and assumptions in determining the fair value
of certain of our assets, in determining our allowance for
credit losses, in determining lease residual values and in
determining our reserves for insurance losses and loss
adjustment expenses. If our estimates or assumptions prove to be
incorrect, our cash flow, profitability, financial condition and
business prospects could be materially adversely affected.
Our business outside the United States exposes us to additional
risks that may cause our revenues and profitability to decline.
Our business could be adversely affected by changes in currency
exchange rates.
General business and economic conditions of the industries and
geographic areas in which we operate affect our revenues,
profitability and financial condition.
Our profitability and financial condition may be materially
adversely affected by decreases in the residual value of
off-lease vehicles.
Fluctuations in valuation of investment securities or
significant fluctuations in investment market prices could
negatively affect revenues.
Changes in existing U.S. government-sponsored mortgage
programs, or disruptions in the secondary markets in the United
States or in other countries in which our mortgage subsidiaries
operate, could adversely affect the profitability and financial
condition of our mortgage business.
We may be required to repurchase contracts and provide
indemnification if we breach representations and warranties from
our securitization and whole loan transactions, which could harm
our profitability and financial condition.
Significant indemnification payments or contract, lease or loan
repurchase activity of retail contracts or leases or mortgage
loans could harm our profitability and financial condition.
A loss of contractual servicing rights could have a material
adverse effect on our financial condition, liquidity and results
of operations.
The regulatory environment in which we operate could have a
material adverse effect on our business and earnings.
The worldwide financial services industry is highly competitive.
If we are unable to compete successfully or if there is
increased competition in the automotive financing, mortgage
and/or insurance markets or generally in the markets for
securitizations or asset sales, our margins could be materially
adversely affected.
Other Information
Exhibits
44
Exhibit | Description | Method of Filing | ||
2.1
|
Purchase and Sale Agreement by and among General Motors Corporation, General Motors Acceptance Corporation, GM Finance Co. Holdings Inc. and FIM Holdings LLC dated as of April 2, 2006 | Filed as Exhibit 2.1 to the Companys Current Report on Form 8-K dated as of April 2, 2006 (File No. 1-3754); incorporated herein by reference. | ||
3.1
|
Certificate of Formation of GMAC LLC dated July 20, 2006 | Filed as Exhibit 3.1 to the Companys Quarterly Report for the Period Ended June 30, 2006, on Form 10-Q (File No. 1-3754); incorporated herein by reference. | ||
3.2
|
Certificate of Conversion to Limited Liability Company of General Motors Acceptance Corporation to GMAC LLC dated July 20, 2006 | Filed as Exhibit 3.2 to the Companys Quarterly Report for the Period Ended June 30, 2006, on Form 10-Q (File No. 1-3754); incorporated herein by reference. | ||
3.3
|
Limited Liability Company Agreement of GMAC LLC dated July 21, 2006 | Filed as Exhibit 3.3 to the Companys Quarterly Report for the Period Ended June 30, 2006, on Form 10-Q (File No. 1-3754); incorporated herein by reference. | ||
4.1
|
Form of Indenture dated as of July 1, 1982, between the Company and Bank of New York (Successor Trustee to Morgan Guaranty Trust Company of New York), relating to Debt Securities | Filed as Exhibit 4(a) to the Companys Registration Statement No. 2-75115; incorporated herein by reference. | ||
4.1.1
|
Form of First Supplemental Indenture dated as of April 1, 1986, supplementing the Indenture designated as Exhibit 4.1 | Filed as Exhibit 4(g) to the Companys Registration Statement No. 33-4653; incorporated herein by reference. | ||
4.1.2
|
Form of Second Supplemental Indenture dated as of June 15, 1987, supplementing the Indenture designated as Exhibit 4.1 | Filed as Exhibit 4(h) to the Companys Registration Statement No. 33-15236; incorporated herein by reference. | ||
4.1.3
|
Form of Third Supplemental Indenture dated as of September 30, 1996, supplementing the Indenture designated as Exhibit 4.1 | Filed as Exhibit 4(i) to the Companys Registration Statement No. 333-33183; incorporated herein by reference. | ||
4.1.4
|
Form of Fourth Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.1 | Filed as Exhibit 4(j) to the Companys Registration Statement No. 333-48705; incorporated herein by reference. | ||
4.1.5
|
Form of Fifth Supplemental Indenture dated as of September 30, 1998, supplementing the Indenture designated as Exhibit 4.1 | Filed as Exhibit 4(k) to the Companys Registration Statement No. 333-75463; incorporated herein by reference. | ||
4.2
|
Form of Indenture dated as of September 24, 1996, between the Company and The Chase Manhattan Bank, Trustee, relating to SmartNotes | Filed as Exhibit 4 to the Companys Registration Statement No. 333-12023; incorporated herein by reference. | ||
4.2.1
|
Form of First Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.2 | Filed as Exhibit 4(a)(1) to the Companys Registration Statement No. 333-48207; incorporated herein by reference. | ||
4.2.2
|
Form of Second Supplemental Indenture dated as of June 20, 2006, supplementing the Indenture designated as Exhibit 4.2 | Filed as Exhibit 4(a)(2) to the Companys Registration Statement No. 333-136021; incorporated herein by reference. | ||
4.3
|
Form of Indenture dated as of October 15, 1985, between the Company and U.S. Bank Trust (Successor Trustee to Comerica Bank), relating to Demand Notes | Filed as Exhibit 4 to the Companys Registration Statement No. 2-99057; incorporated herein by reference. | ||
4.3.1
|
Form of First Supplemental Indenture dated as of April 1, 1986, supplementing the Indenture designated as Exhibit 4.3 | Filed as Exhibit 4(a) to the Companys Registration Statement No. 33-4661; incorporated herein by reference. |
45
Exhibit | Description | Method of Filing | ||
4.3.2
|
Form of Second Supplemental Indenture dated as of June 24, 1986, supplementing the Indenture designated as Exhibit 4.3 | Filed as Exhibit 4(b) to the Companys Registration Statement No. 33-6717; incorporated herein by reference. | ||
4.3.3
|
Form of Third Supplemental Indenture dated as of February 15, 1987, supplementing the Indenture designated as Exhibit 4.3 | Filed as Exhibit 4(c) to the Companys Registration Statement No. 33-12059; incorporated herein by reference. | ||
4.3.4
|
Form of Fourth Supplemental Indenture dated as of December 1, 1988, supplementing the Indenture designated as Exhibit 4.3 | Filed as Exhibit 4(d) to the Companys Registration Statement No. 33-26057; incorporated herein by reference. | ||
4.3.5
|
Form of Fifth Supplemental Indenture dated as of October 2, 1989, supplementing the Indenture designated as Exhibit 4.3 | Filed as Exhibit 4(e) to the Companys Registration Statement No. 33-31596; incorporated herein by reference. | ||
4.3.6
|
Form of Sixth Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.3 | Filed as Exhibit 4(f) to the Companys Registration Statement No. 333-56431; incorporated herein by reference. | ||
4.3.7
|
Form of Seventh Supplemental Indenture dated as of June 15, 1998, supplementing the Indenture designated as Exhibit 4.3 | Filed as Exhibit 4(g) to the Companys Registration Statement No. 333-56431; incorporated herein by reference. | ||
4.4
|
Form of Indenture dated as of December 1, 1993, between the Company and Citibank, N.A., Trustee, relating to Medium-Term Notes | Filed as Exhibit 4 to the Companys Registration Statement No. 33-51381; incorporated herein by reference. | ||
4.4.1
|
Form of First Supplemental Indenture dated as of January 1, 1998, supplementing the Indenture designated as Exhibit 4.4 | Filed as Exhibit 4(a)(1) to the Companys Registration Statement No. 333-59551; incorporated herein by reference. | ||
10
|
Copy of agreement dated as of October 22, 2001, between General Motors Corporation and General Motors Acceptance Corporation. | Filed as Exhibit 10 to the Companys current report on Form 8-K dated as of October 23, 2001 (File No. 1-3754); incorporated herein by reference. | ||
12
|
Computation of ratio of earnings to fixed charges | Filed herewith. | ||
31.1
|
Certification of Principal
Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) |
Filed herewith. | ||
31.2
|
Certification of Principal
Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) |
Filed herewith. | ||
The following exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section. In addition Exhibit No. 32 shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. |
||||
32
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 | Filed herewith. |
46