Bond Allied Financial Inc. 7.5% ( US02005NAJ90 ) in USD

Allied Financial Inc.

100 % ▲

United States

US02005NAJ90 ( in USD )

7.5% per year ( payment 2 times a year)

14/09/2020 - Bond has expired

Prospectus brochure of the bond Ally Financial Inc US02005NAJ90 in USD 7.5%, expired

2 000 USD

1 749 920 000 USD

02005NAJ9

Ally Financial Inc. is a diversified financial services company offering banking products, automotive financing, insurance, and investment products to consumers and businesses.

The Bond issued by Allied Financial Inc. ( United States ) , in USD, with the ISIN code US02005NAJ90, pays a coupon of 7.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/09/2020

The Bond issued by Allied Financial Inc. ( United States ) , in USD, with the ISIN code US02005NAJ90, was rated NR by Moody's credit rating agency.

The Bond issued by Allied Financial Inc. ( United States ) , in USD, with the ISIN code US02005NAJ90, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

Prospectus
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424B3 1 d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-172942 and
333-172942-01 through 333-172942-05
Prospectus

Ally Financial Inc.
Offer to Exchange $1,750,000,000 Principal Amount of Outstanding 7.500% Senior
Guaranteed Notes due 2020 for $1,750,000,000 Principal Amount of 7.500% Senior
Guaranteed Notes due 2020 which have been registered under the Securities Act
We are offering to exchange new 7.500% Senior Guaranteed Notes due 2020 (which we refer to as the "new notes") for
our currently outstanding 7.500% Senior Guaranteed Notes due 2020 (which we refer to as the "old notes") on the terms and
subject to the conditions detailed in this prospectus and the accompanying letter of transmittal. The CUSIP numbers for the old
notes are 02005N AA8 (144A) and U0201H AA4 (Reg S).
The Exchange Offer

· The exchange offer expires at 8:00 a.m., New York City time, on May 6, 2011, unless extended by Ally in its sole

discretion.

· All old notes that are validly tendered and not validly withdrawn will be exchanged.

· Tenders of old notes may be withdrawn any time prior to the expiration of the exchange offer.

· To exchange your old notes, you are required to make the representations described on page 170 to us.

· The exchange of the old notes will not be a taxable exchange for U.S. federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

· You should read the section called "The Exchange Offer" for further information on how to exchange your old notes

for new notes.
The New Notes

· The terms of the new notes to be issued are identical in all material respects to the old notes, except that the new notes
have been registered under the Securities Act of 1933, as amended (the "Securities Act") and will not have any of the

transfer restrictions, registration rights and additional interest provisions relating to the old notes. The new notes will
represent the same debt as the old notes and will be issued under the same indenture.

· The new notes will be unsubordinated unsecured obligations of Ally and will rank equally in right of payment with all
of Ally's existing and future unsubordinated unsecured indebtedness and senior in right of payment to all existing and
future indebtedness that by its terms is expressly subordinated to the new notes. The new notes will be effectively

subordinated to all existing and future secured indebtedness of Ally to the extent of the value of the assets securing
such indebtedness and structurally subordinated to all existing and future indebtedness and other liabilities (including
trade payables) of subsidiaries of Ally that are not note guarantors, to the extent of the value of the assets of those
subsidiaries.

· The new notes will be unconditionally guaranteed by Ally US LLC, IB Finance Holding Company, LLC, GMAC
Latin America Holdings LLC, GMAC International Holdings B.V. and GMAC Continental LLC, each a subsidiary of
Ally (collectively, the "note guarantors"), on an unsubordinated basis (the "note guarantees"). The note guarantees
will be unsubordinated unsecured obligations of each note guarantor and will rank equally in right of payment with all

of each applicable note guarantor's existing and future unsubordinated unsecured indebtedness, including each note
guarantor's guarantee of certain outstanding Ally notes, and senior in right of payment to all existing and future
indebtedness of the applicable note guarantor that by its terms is expressly subordinated to the applicable note
guarantee. Each note guarantee will be effectively subordinated to any secured indebtedness of such note guarantor to
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the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all of the
existing and future indebtedness and other liabilities (including trade payables) of any non-guarantor subsidiaries of
such note guarantor to the extent of the value of the assets of such subsidiaries.

· The new notes will not be listed on any exchange, listing authority or quotation system. Currently, there is no public

market for the old notes or the new notes. The new notes will not be subject to redemption prior to maturity and there
will be no sinking fund for the new notes.
See "Risk Factors" beginning on page 24 to read about the risks you should consider prior to tendering your old
notes in the exchange offer.
Neither the old notes nor the new notes are savings or deposit accounts of Ally or any of its subsidiaries (including
Ally Bank), and neither the old notes nor the new notes are or will be insured by the Federal Deposit Insurance
Corporation (the "FDIC") or any other government agency or insurer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April 8, 2011
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Table of Contents
TABLE OF CONTENTS

Page
Cautionary Statement Regarding Forward-Looking Statements

ii
Summary

1
Risk Factors

24
Properties

50
Legal Proceedings

51
Use of Proceeds

52
Capitalization

53
Ratio of Earnings to Fixed Charges

54
Selected Historical Consolidated Financial Data

55
Management's Discussion and Analysis of Financial Condition and Results of Operations

56
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
162
Quantitative and Qualitative Disclosures about Market Risk
163
The Exchange Offer
164
Description of the New Notes
173
Description of Secured Indebtedness
183
Material United States Tax Consequences of the Exchange Offer
184
Certain Benefit Plan and IRA Considerations
184
Plan of Distribution
186
Validity of Securities
186
Experts
186
Where You Can Find More Information
187
Index to Consolidated Financial Statements

F-1
References in this prospectus to "the Company," "we," "us," and "our" refer to Ally Financial Inc. and its direct
and indirect subsidiaries (including Residential Capital, LLC, or "ResCap") on a consolidated basis, unless the context
otherwise requires, and the term "Ally" refers only to Ally Financial Inc.
The "old notes," consisting of the 7.500% Senior Guaranteed Notes due 2020 which were issued on August 12, 2010, and
the "new notes," consisting of the 7.500% Senior Guaranteed Notes due 2020 offered pursuant to this prospectus, are
sometimes collectively referred to in this prospectus as the "notes."
Each broker-dealer that receives new notes in exchange for old notes that were acquired for its own account as a result of
market-making activities or other trading activities (other than old notes acquired directly from us) must acknowledge that it
will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. In order to facilitate such resales, we have agreed that we will provide sufficient copies of
the latest version of this prospectus to broker-dealers promptly upon request during the period ending on the earlier of (i) 180
days from the date on which the registration statement of which this prospectus forms a part is declared effective and (ii) the
date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading
activities. See "Plan of Distribution."
We have not authorized any person to give you any information or to make any representations about the exchange offer
other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information or representations that others may give you. This prospectus is not an offer to sell or a solicitation of
an offer to buy any securities other than the securities to which it relates. In addition, this prospectus is not an offer to sell or
the solicitation of an offer to buy those securities in any jurisdiction in which the offer or solicitation is not authorized, or in
which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an
offer or solicitation. The delivery of this prospectus and any exchange made under this prospectus do not, under any
circumstances, mean that there has not been any change in the affairs of Ally Financial Inc. or its subsidiaries since the date of
this prospectus or that information contained in this prospectus is correct as of any time subsequent to its date.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We have made statements under the captions "Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business" and in other sections of this prospectus that constitute forward-
looking statements within the meaning of applicable federal securities laws, including the Private Securities Litigation Reform
Act of 1995, that are based upon our current expectations and assumptions concerning future events, which are subject to a
number of risks and uncertainties that could cause actual results to differ materially from those anticipated.
The words "expect," "anticipate," "estimate," "forecast," "initiative," "objective," "plan," "goal," "project," "outlook,"
"priorities," "target," "intend," "evaluate," "pursue," "seek," "may," "would," "could," "should," "believe," "potential,"
"continue," or the negative of any of those words or similar expressions is intended to identify forward-looking statements. All
statements contained in this prospectus, other than statements of historical fact, including, without limitation, statements about
our plans, strategies, prospects and expectations regarding future events and our financial performance, are forward-looking
statements that involve certain risks and uncertainties.
While these statements represent our current judgment on what the future may hold, and we believe these judgments are
reasonable, these statements are not guarantees of any events or financial results, and our actual results may differ materially
due to numerous important factors that are described. See "Where You Can Find More Information." Many of these risks,
uncertainties and assumptions are beyond our control, and may cause our actual results and performance to differ materially
from our expectations. Accordingly, you should not place undue reliance on the forward-looking statements contained in this
prospectus and should consider all uncertainties and risks discussed in this prospectus, including those under the caption "Risk
Factors." These forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to update
publicly or otherwise revise any forward-looking statements, except where expressly required by law.

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SUMMARY
This summary highlights some of the information contained in this prospectus to help you understand our business,
the exchange offer and the notes. It does not contain all of the information that is important to you. You should carefully
read this prospectus in its entirety to understand fully the terms of the new notes, as well as the other considerations that
are important to you in making your investment decision. You should pay special attention to the "Risk Factors"
beginning on page 24 and the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning
on page ii.
Ally Financial Inc.
Ally Financial Inc. (formerly GMAC Inc.) is a leading, independent, globally diversified, financial services firm with
$172 billion in assets and operations in 37 countries. Founded in 1919, we are a leading automotive financial services
company with over 90 years experience providing a broad array of financial products and services to automotive dealers
and their customers. We are also one of the largest residential mortgage companies in the United States. We became a
bank holding company on December 24, 2008, under the Bank Holding Company Act of 1956, as amended (the BHC
Act). Our banking subsidiary, Ally Bank, is an indirect wholly owned subsidiary of Ally Financial Inc. and a leading
franchise in the growing direct (online and telephonic) banking market, with $33.9 billion of deposits at December 31,
2010. As used in this Summary section, the terms "Ally," "the Company," "we," "our," and "us" refer to Ally Financial
Inc. and its subsidiaries as a consolidated entity, except where it is clear that the terms means only Ally Financial Inc.
Our Business
Global Automotive Services and Mortgage are our primary lines of business. Our Global Automotive Services
business serves over 18,000 dealers globally with a wide range of financial services and insurance products. We have a
dealer-focused business model that we believe makes us the preferred automotive finance company for thousands of
automotive dealers. We have specialized incentive programs that are designed to encourage dealers to direct more of their
business to us. In addition, we believe our longstanding relationship with General Motors Company (GM) has resulted in
particularly strong relationships between us and thousands of dealers and extensive operating experience relative to other
automotive finance companies.
Our mortgage business is a leading originator and servicer of residential mortgage loans in the United States and
Canada.
Ally Bank, our direct banking platform, provides our Automotive Finance and Mortgage operations with a stable,
low-cost funding source and facilitates prudent asset growth. Our focus is on building a stable deposit base driven by our
compelling brand and strong value proposition. Ally Bank raises deposits directly from customers through a direct
banking channel over the internet and by telephone. Ally Bank offers a full spectrum of deposit product offerings
including certificates of deposit, savings accounts and money market accounts, as well as an online checking product. Ally
Bank's assets and operating results are divided between our North American Automotive Finance operations and
Mortgage operations based on its underlying business activities.

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The following table reflects the primary products and services offered by the continuing operations of each of our
lines of business.

Global Automotive Services
Global Automotive Services includes our North American Automotive Finance operations, International Automotive
Finance operations, and Insurance operations. Our Global Automotive Services business had $106.7 billion of assets at
December 31, 2010, and generated $7.4 billion of total net revenue in 2010.
Our Global Automotive Services operations offer a wide range of financial services and insurance products to over
18,000 automotive dealerships and their retail customers. We have deep dealer relationships that have been built over our
90-year history and our dealer-focused business model encourages dealers to use our broad range of products through
incentive programs like our Dealer Rewards program, which rewards individual dealers based on the depth and breadth of
our relationship. Our automotive finance services include providing retail installment sales contracts, loans, and leases,
offering term loans to dealers, financing dealer floorplans and other lines of credit to dealers, fleet leasing, and vehicle
remarketing services. We also offer vehicle service contracts and commercial insurance primarily covering dealers'
wholesale vehicle inventories in the United States and internationally. We are a leading provider of vehicle service
contracts with mechanical breakdown and maintenance coverages.

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A significant portion of our Global Automotive Services business is conducted with or through GM- and Chrysler
Group LLC (Chrysler)-franchised dealers and their customers.
On November 30, 2006, we entered into an agreement with GM that, subject to certain conditions and limitations,
whenever GM offers vehicle financing and leasing incentives to customers, it would do so exclusively through Ally. Most
recently, this agreement was modified on May 22, 2009. As a result of these modifications: (1) through December 31,
2010, GM could offer retail financing incentive programs through a third-party financing source under certain specified
circumstances and, in some cases, subject to the limitation that pricing offered by the third party meets certain restrictions,
and after December 31, 2010, GM can offer any incentive programs on a graduated basis through third parties on a
nonexclusive, side-by-side basis with Ally provided that the pricing of the third parties meets certain requirements;
(2) Ally will have no obligation to provide operating lease financing products; and (3) Ally will have no targets against
which it could be assessed penalties. The modified agreement will expire on December 31, 2013. A primary objective of
Ally under the agreement continues to be supporting distribution and marketing of GM products.
On August 6, 2010, we entered into an agreement with Chrysler (which replaced a term sheet that was originally
effective on April 30, 2009) to make available automotive financing products and services to Chrysler dealers and
customers. We are Chrysler's preferred provider of new wholesale financing for dealer inventory in the United States,
Canada, and Mexico, along with other international markets upon the mutual agreement of the parties. We provide dealer
financing and services and retail financing to qualified Chrysler dealers and customers as we deem appropriate according
to our credit policies and in our sole discretion. Chrysler is obligated to provide us with certain exclusivity privileges
including the use of Ally for designated minimum threshold percentages of certain Chrysler retail financing subvention
programs. The agreement extends through April 30, 2013, with automatic one-year renewals unless either we or Chrysler
provides sufficient notice of nonrenewal. During 2010, Chrysler also selected Ally to be the preferred financing provider
for Fiat vehicles in the United States. Under this agreement, our North American Automotive Finance operations will
offer retail financing, leasing, wholesale financing, working capital and facility loans, and remarketing services for Fiat
vehicles in the United States.
In 2010, we also further diversified our Global Automotive Services customer base by establishing agreements with
other manufacturers. In March 2010, we were selected by Spyker Cars N.V., which purchased Saab Automobile from
GM, as the preferred source of wholesale and retail financing for qualified Saab dealers and customers in North America
and internationally. Additionally, in November 2010, we were selected as the recommended provider of finance and
insurance products and services for Saab dealerships in the United States. In April 2010, we were selected by Thor
Industries, Inc. (Thor) as the preferred financial provider for its recreational vehicles. Thor is the world's largest
manufacturer of recreation vehicles, including brands such as Damon, Four Winds, Airstream, Dutchmen, Komfort,
Breckenridge, CrossRoads, General Coach, and Keystone RV.
Automotive Finance
Our North American Automotive Finance operations consist of our automotive finance operations in the United
States and Canada. At December 31, 2010, our North American Automotive Finance operations had $81.9 billion of
assets and generated $4.0 billion of total net revenue in 2010.
Our International Automotive Finance operations are in Europe, Latin America, and Asia. At December 31, 2010,
our International Automotive Finance operations had $16.0 billion of assets and generated $1.0 billion of total net revenue
in 2010. Through our longstanding relationship with GM, we have extensive experience operating in international markets
and broad global capabilities. We currently originate loans in 15 countries. During 2010 and 2009, we have significantly
streamlined our international presence to focus on strategic

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operations in five core markets: Germany, the United Kingdom, Brazil, Mexico, and China through our joint venture,
GMAC-SAIC Automotive Finance Company Limited (GMAC-SAIC). In China, GMAC-SAIC is a leading automotive
finance company with broad geographic coverage and a full suite of products. We own 40% of GMAC-SAIC. The other
joint venture partners include Shanghai Automotive Group Finance Company LTD and Shanghai General Motors
Corporation Limited.
Our success as an automotive finance provider is driven by the consistent and broad range of products and services
we offer to dealers who originate loans and leases to their retail customers who are acquiring new and used automobiles.
In the United States and Canada, Ally and other automotive finance providers purchase these loans and leases from
automotive dealers. In other countries, we offer retail installment loans and leases directly to retail customers of the
dealers. Automotive dealers are independently owned businesses and are our primary customer.
Automotive dealers require a full range of financial products, including new and used vehicle inventory financing,
inventory insurance, working capital and capital improvement loans, and vehicle remarketing services to conduct their
respective businesses as well as service contracts and guaranteed asset protection (GAP) insurance to offer their
customers. We have consistently provided this full suite of products to the dealer.
For consumers, we offer retail automotive financing for new and used vehicles and leasing for new vehicles. In the
United States, retail financing for the purchase of vehicles takes the form of installment sale financing. When we refer to
consumer automobile loans in this document, we are including retail installment sales financing unless the context
suggests otherwise. During 2010, we originated a total of 1.9 million automotive loans and leases worldwide totaling
approximately $43.0 billion. We provided financing for 40% and 38% of GM's and Chrysler's North American retail
sales including leases, respectively, and 22% of GM's international retail sales including leases in countries where both
GM and we operate and we had retail financing volume, excluding China. For additional information about our
relationship and business transactions with GM, refer to Note 26 to the Consolidated Financial Statements.
Our consumer automotive financing operations generate revenue through finance charges or lease payments and fees
paid by customers on the retail contracts and leases. We also recognize a gain or loss on the remarketing of the vehicles
financed through lease contracts. When the lease contract is originated, we estimate the residual value of the leased
vehicle at lease termination. At lease termination, our actual sales proceeds from remarketing the vehicle may be higher or
lower than the original estimate, which may be revised over time.
GM or Chrysler may elect as a marketing incentive to sponsor special financing programs for retail sales of their
respective vehicles. The manufacturer can lower the financing rate paid by the customer on either a retail contract or a
lease by paying us the present value of the difference between the customer rate and our standard market rates at contract
inception. These marketing incentives are referred to as rate support or subvention. GM may also from time to time offer
lease pull-ahead programs, which encourage consumers to terminate existing leases early if they acquire a new GM
vehicle. As part of these programs, we waive all or a portion of the customer's remaining payment obligation. In most
cases, GM compensates us for a portion of the foregone revenue from those waived payments after consideration of the
extent that our remarketing sale proceeds are higher than otherwise would be realized if the vehicle had been remarketed
at lease contract maturity. Historically, the manufacturer elected to lower a customer's lease payments through a residual
support incentive program; in these instances, the manufacturer and we agreed to increase the projected value of the
vehicle at the time the lease contract was signed, and the manufacturer reimbursed us if the remarketing sales proceeds
were less than the adjusted residual value. We have not had any residual support incentive programs of material size on
leases originated in 2009 or 2010 with any manufacturers.
Our commercial automotive financing operations primarily fund dealer purchases of new and used vehicles through
wholesale or floorplan financing. During 2010, we financed an average of $30.5 billion of dealer vehicle

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inventory worldwide through wholesale or floorplan financings. We financed 86% and 75% of GM's and Chrysler's
North American dealer inventory, respectively, during 2010, and 75% of GM's international dealer inventory in countries
where GM operates and we provide dealer inventory financing, excluding China. Additional commercial offerings include
automotive dealer term loans, revolving lines of credit, and dealer fleet financing.
Wholesale automotive financing represents the largest portion of our commercial automotive financing business. We
extend lines of credit to individual dealers. In general, each wholesale credit line is secured by all the vehicles financed
and, in some instances, by other assets owned by the dealer or by a personal guarantee. The amount we advance to dealers
is equal to 100% of the wholesale invoice price of new vehicles. Interest on wholesale automotive financing is generally
payable monthly and is usually indexed to a floating rate benchmark. The rate for a particular dealer is based on the
dealer's creditworthiness and eligibility for various incentive programs, among other factors.
Insurance
Our Insurance operations offer both consumer and commercial insurance products sold primarily through the
automotive dealer channel. As part of our focus on offering dealers a broad range of products, we provide vehicle
extended service contracts and mechanical breakdown coverages and underwrite selected commercial insurance coverages
in the United States and internationally, primarily covering dealers' wholesale vehicle inventory, as well as personal
automobile insurance in certain countries outside the United States. We sell vehicle extended service contracts with
mechanical breakdown and maintenance coverages. Our Insurance operations had $8.8 billion of assets at December 31,
2010, and generated $2.4 billion of total net revenue in 2010.
Our vehicle extended service contracts for retail customers offer owners and lessees mechanical repair protection and
roadside assistance for new and used vehicles beyond the manufacturer's new vehicle warranty. These extended service
contracts are marketed to the public through automotive dealerships and on a direct response basis in the United States and
Canada. The extended service contracts cover virtually all vehicle makes and models. We also offer GAP products, which
allow the recovery of a specified economic loss beyond the covered vehicle's value in the event the vehicle is damaged
and declared a total loss. Our U.K.-based Car Care Plan subsidiary provides automotive extended service contracts and
GAP products in Europe and Latin America.
Wholesale vehicle inventory insurance for dealers provides physical damage protection for dealers' floorplan
vehicles. Dealers are generally required to maintain this insurance by their floorplan finance provider. We offer vehicle
inventory insurance in the United States to virtually all new car franchised dealerships. Through our international
operations, we reinsure dealer vehicle inventory and other lines of insurance in Europe, Latin America, and Asia.
International operations also manage a fee-focused insurance program through which commissions are earned from third-
party insurers offering insurance products primarily to Ally customers worldwide.
Our ABA Seguros subsidiary provides personal automobile insurance and certain commercial insurance in Mexico.
We also provide personal automobile insurance in Canada.
A significant aspect of our Insurance operations is the investment of proceeds from premiums and other revenue
sources. We will use these investments to satisfy our obligations related to future claims at the time these claims are
settled. Our Insurance operations have an Investment Committee, which develops guidelines and strategies for these
investments. The guidelines established by this committee reflect our risk tolerance, liquidity requirements, regulatory
requirements, and rating agency considerations, among other factors.

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Mortgage
Our Mortgage operations are now reported as two distinct segments: (1) Origination and Servicing operations and
(2) Legacy Portfolio and Other operations. These operations are conducted through the mortgage operations of Ally Bank
in the United States, ResMor Trust in Canada, and subsidiaries of the Residential Capital, LLC (ResCap) legal entity in
the United States. Our Mortgage operations had $36.8 billion of assets at December 31, 2010, and generated $2.7 billion
of total net revenue in 2010.
Origination and Servicing
Our Origination and Servicing operations is one of the leading originators of conforming and government-insured
residential mortgage loans in the United States. We also originate and purchase high-quality government-insured
residential mortgage loans in Canada. We are one of the largest residential mortgage loan servicers in the United States
and we provide collateralized lines of credit to other mortgage originators, which we refer to as warehouse lending. We
finance our mortgage loan originations primarily in Ally Bank in the United States and in ResMor Trust in Canada.
During 2010, we originated or purchased approximately 300,000 mortgage loans totaling $69.5 billion in the United
States: $61.5 billion through our network of correspondents and $8.0 billion through our retail and direct network, which
includes our Ditech branded direct-to-consumer channel. We sell the conforming mortgages we originate or purchase in
sales that take the form of securitizations guaranteed by the Federal National Mortgage Association (Fannie Mae) or the
Federal Home Loan Mortgage Corporation (Freddie Mac), and sell government-insured mortgage loans we originate or
purchase in securitizations guaranteed by the Government National Mortgage Association (Ginnie Mae) in the United
States and sell the insured mortgages we originate in Canada as National Housing Act Mortgage-Backed Securities
(NHA-MBS) issued under the Canada Mortgage and Housing Corporation's NHA-MBS program or through whole-loan
sales. Fannie Mae, Freddie Mac, and Ginnie Mae are collectively known as the Government-sponsored Enterprises or
GSEs. We also selectively originate prime jumbo mortgage loans in the United States. In 2010, we sold $67.8 billion of
mortgage loans guaranteed by the GSEs, or 94.6% of total loans sold. At December 31, 2010, we were the primary
servicer of 2.4 million mortgage loans with an unpaid principal balance of $361 billion. Our Originating and Servicing
operations had $24.5 billion of assets at December 31, 2010, and generated $1.8 billion of total net revenue during the
year ended December 31, 2010.
Legacy Portfolio and Other
Our Legacy Portfolio and Other operations primarily consists of loans originated prior to January 1, 2009, and
includes noncore business activities including discontinued operations, portfolios in runoff, and cash held in the ResCap
legal entity. These activities, all of which we have discontinued, include, among other things: lending to real estate
developers and homebuilders in the United States and the United Kingdom; purchasing, selling and securitizing
nonconforming residential mortgage loans (with the exception of U.S. prime jumbo mortgage loans) in both the United
States and internationally; certain conforming origination channels closed in 2008 and our mortgage reinsurance business.
During 2009 and 2010, we performed a strategic review of our mortgage business. As a result of the review, we exited the
European mortgage market through the sale of our United Kingdom and continental Europe operations. The sale of these
operations was completed on October 1, 2010. We have substantially reduced the risk in our Mortgage operations since
the onset of the housing crisis through a significant reduction in total assets, primarily through the runoff and divestiture
of noncore businesses and assets. In 2010, we sold $1.6 billion in domestic legacy mortgage loans to investors through
nonagency securitizations. At December 31, 2010, our Legacy Portfolio and Other operations had total assets of $12.3
billion that included $1.4 billion of nonrecourse assets and cash, mortgage loans held-for-investment with a net carrying
value of $8.9 billion, and mortgage loans held-for-sale with a net carrying value of $2.0 billion, which have been marked
to their fair value at 47% of their unpaid principal balance on average. In addition, we have reached agreements with
Freddie Mac and Fannie Mae, significantly limiting our repurchase obligations with each counterparty. Our Mortgage
operations holds reserves of $830 million at December 31, 2010, for potential repurchase obligations related to potential
breaches of representations and warranties.

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