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8-K - CURRENT REPORT - Ally Financial Inc.d8k.htm
EX-99.1 - PRESS RELEASE - Ally Financial Inc.dex991.htm
Contact GMAC Investor Relations at (866) 710-4623 or investor.relations@gmacfs.com
2009 Fourth Quarter Strategic Actions
January 5, 2010
4:00 PM EST
Exhibit 99.2


2
Q4 2009 Strategic Actions
Forward-Looking Statements
In
this
presentation,
the
use
of
the
words
"expect,"
"anticipate,"
“forecast,”
“initiative,”
“plan,”
“goal,”
“outlook,”
“priorities,”
“target,”
“objective,”
"estimate,"
"project,"
"intend,"
"evaluate,"
"pursue,"
"seek,"
"may,"
"would,"
"could,"
"should,"
“when,”
"believe,"
"potential,"
"continue,"
or
the
negative of any of those words or similar expressions is intended to identify forward-looking statements within the meaning of applicable securities
laws,
including
the
Private
Securities
Litigation
Reform
Act
of
1995.
All
statements
herein
and
in
related
management
comments,
other
than
statements of historical fact, including without limitation, statements about future events and financial performance, are forward-looking statements
that
involve
certain
risks
and
uncertainties.
While
these
statements
represent
our
current
judgment
on
what
the
future
may
hold,
and
we
believe
these judgments are reasonable, these statements are not guarantees of any events or financial results, and GMAC Inc.’s ("GMAC") actual results
may
differ
materially
due
to
numerous
important
factors
that
are
described
in
the
most
recent
reports
on
SEC
Forms
10-K
and
10-Q
for
GMAC
and
Residential
Capital,
LLC
(“ResCap”),
which
may
be
revised
or
supplemented
in
subsequent
reports
on
SEC
Forms
10-Q
and
8-K.
Such
factors
include,
among
others,
the
following:
uncertainty
of
the
entry
by
GMAC
or
ResCap
into
an
agreement
regarding
any
sale,
spin-off
or
alternative
transaction
involving
the
exit
of
ResCap’s
international
mortgage
business
and
uncertainty
regarding
the
completion
of
any
such
transaction;
uncertainty of GMAC’s ability to enter into transactions or execute strategic alternatives to realize the value of its mortgage operations; the
insufficiency
of
any
capital
contributions
made
to
ResCap
or
Ally
Bank
by
GMAC;
the
insufficiency
of
the
charges
incurred
by
ResCap
and
Ally
Bank in
connection
with
the
mortgage-related
assets
of
ResCap
and
Ally
Bank,
and
the
possible
need
to
incur
additional
charges
in
the
future,
which
could
be
substantial;
uncertainty
regarding
ResCap’s
ability
to
repay
its
outstanding
liabilities,
and
the
uncertainty
regarding
the
completion
of any actions or transaction to settle or repay such liabilities; continued challenges in the residential mortgage and capital markets; the continuing
negative impact on ResCap
of the decline in the U.S. housing market; changes in U.S.-government sponsored mortgage programs or disruptions
in the markets in which our mortgage subsidiaries operate; our inability to repay our outstanding obligations to the U.S. Department of the
Treasury,
or
to
do
so
in
a
timely
fashion
and
without
disruption
to
our
business;
our
inability
to
successfully
accommodate
the
additional
risk
exposure
relating
to
providing
wholesale
and
retail
financing
to
Chrysler
LLC
("Chrysler")
dealers
and
customers
and
the
resulting
impact
to
our
financial
stability;
uncertainty
regarding
General
Motors’
(“GM”)
and
Chrysler’s
recent
emergences
from
bankruptcy
protection;
uncertainty
of
securing low cost funding for GMAC and maintaining the mutually beneficial relationship between GMAC, GM and Chrysler; our ability to maintain
an appropriate level of debt and capital; the profitability and financial condition of GM and Chrysler; our ability to realize the anticipated benefits
associated
with
our
recent
conversion
to
a
bank
holding
company,
and
the
increased
regulation
and
restrictions
that
we
are
subject
to;
fluctuation
in the residual
value
of
off-lease
vehicles;
disruptions
in
the
market
in
which
we
fund
GMAC's
and
ResCap’s
operations,
with
resulting
negative
impact on our liquidity; changes in our accounting assumptions that may be required by or result from changes in accounting rules or their
application that could result in an impact on earnings; changes in the credit ratings of ResCap, GMAC, GM or Chrysler; changes in economic
conditions, currency exchange rates or political stability in the markets in which we operate; and changes in the existing or the adoption of new
laws, regulations, policies or other activities of governments, agencies and similar organizations. Investors are cautioned not to place undue
reliance on forward-looking statements. GMAC undertakes no obligation to update publicly or otherwise revise any forward-looking statements,
whether as a result of new information, future events or other such factors that affect the subject of these statements, except where expressly
required by law.
Use
of
the
term
“loans”
describes
products
associated
with
direct
and
indirect
lending
activities
of
GMAC’s
global
operations.
The
specific
products
include
retail
installment
sales
contracts,
loans,
lines
of
credit,
leases
or
other
financing
products.
The
term
“originate”
refers
to
GMAC’s
purchase,
acquisition
or
direct
origination
of
various
“loan”
products.


3
Q4 2009 Strategic Actions
Fourth Quarter Actions:  Summary
Stress Test Resolution:
GMAC issued securities to the U.S. Treasury in exchange for $3.79 billion in cash
Completes the two-part capital investment anticipated in connection with SCAP
Strategic Mortgage Actions:
GMAC will take a $3.8 billion pre-tax charge related to strategic actions announced
Revalued selected higher risk mortgage loans, which GMAC now intends to sell
Increased repurchase reserve liability
GMAC expects to announce a combined fourth quarter net loss of approximately $5 billion, driven by the above
charges and other fourth quarter activity including additional loan loss allowance, tax valuation allowances, OID
amortization and discontinued operations
Given the capital investments from the U.S. Treasury, GMAC expects to maintain a Total Capital Ratio in
excess of 15%, despite the expected fourth quarter loss
These actions allow GMAC to fully focus on the opportunities in its core global automotive services
business:
Market Driven Company
Low Cost / High Quality Competitor


4
Q4 2009 Strategic Actions
Fourth Quarter Actions:  Benefits
Minimizes
impact
on
GMAC
from
future
ResCap
issues
Positions GMAC for improved financial performance
Strengthens GMACs capital base
Accelerates capital markets access
Positions
GMAC
to
explore
strategic
alternatives
for
ResCap
and
the
mortgage
business
These strategic actions also provide GMAC the best opportunity to fully repay the U.S. Treasury on a timely basis


5
Q4 2009 Strategic Actions
GMAC received $3.79 billion in cash from the issuance of new securities to the U.S. Treasury, which included
$2.54 billion in exchange for Trust Preferred securities and $1.25 billion in exchange for Mandatory
Convertible Preferred securities (“MCP”)
Allows GMAC to achieve the required SCAP capital buffer needed to meet the worse-than-expected scenario
This amount is down from the $5.6 billion remaining capital requirement initially announced in May 2009
Cash distributions will accrue at a rate of 8% for the Trust Preferred and 9% for the MCP
The U.S. Treasury exchanged all of its $5.25 billion existing non-convertible preferred investment for MCP
The U.S. Treasury converted $3.0 billion of its aggregate MCP investment into GMAC common equity
After these actions, the U.S. Treasury now holds an aggregate of
$11.4 billion in MCP, $2.67 billion in Trust
Preferred (including exercised warrants) and 56% of GMAC’s common equity
Details of Capital Actions
Current Common Ownership
Pro-Forma Common Ownership
GM Trust
15%
3rd Party
Investors
18%
Cerberus
22%
US Treasury
35%
GM
10%
US Treasury
56%
Cerberus
15%
3rd Party
Investors
12%
GM Trust
10%
GM
7%


6
Q4 2009 Strategic Actions
A strategic review of the mortgage operations has resulted in several reclassifications and revaluations of
certain mortgage related assets, which GMAC intends to sell
International ResCap
Assets:
ResCap
reclassified the majority of its international mortgage business and
related assets from held for investment (“HFI”) to held for sale (“HFS”), resulting in a pre-tax loss of
approximately $1.3 billion
Domestic ResCap
Loans:
ResCap
reclassified $2.3 billion in book value of additional HFI assets to HFS,
resulting in a pre-tax charge of approximately $0.7 billion
Ally Bank Loans:
Ally Bank reclassified $2.8 billion in book value of HFI assets to HFS, resulting in a pre-tax
charge of approximately $1.3 billion
These loans were purchased by GMAC, which subsequently contributed them to ResCap
Other
expenses:
In
the
normal
course,
ResCap
increased
its
repurchase
reserve
liability
by
$0.5
billion
Recapitalization:
GMAC
replenished
capital
at
both
Ally
Bank
and
ResCap
to
maintain
regulatory
and
covenant
requirements
Ally Bank:  GMAC contributed cash capital of $1.3 billion
ResCap:  GMAC contributed capital of $2.7 billion in the form of mortgage loans, debt forgiveness and
cash
Details of Mortgage Related Actions


7
Q4 2009 Strategic Actions
From its peak of approximately $136 billion in 2006, ResCap
has reduced its assets to approximately $20
billion while working through the challenges of underperforming legacy assets
Of the
approximately
$20.0
billion
in
assets
remaining
on
ResCap’s
balance
sheet,
$4.3
billion
represent
assets with greater economic exposure
These assets have been transferred from HFI to HFS and written down accordingly
ResCap
Balance Sheet Analysis
Cash, accounting and
other less value sensitive assets
Assets already carried at
fair or net realizable value
($ in billions)
Total Assets
$19.7
Less:  Cash and Cash Equivalents
(0.9)
Less:  Accounts Receivable (Servicing Advances, etc)
(2.5)
Less:
Securitized
Assets
(1)
(5.7)
Less:  Derivatives and Derivative Collateral
(1.5)
Less:  Restricted Cash
(0.8)
Less:  Other Assets
(0.6)
Subtotal
7.8
Less:  Mortgage Servicing Rights
(2.4)
Less:  Real Estate Owned
(0.2)
Less:  AFS and Trading Securities
(0.2)
Less:  Certain International Lending Receivables and Securities
(0.3)
Less:
Certain
Domestic
Lending
Receivables
and
Other
Assets
(2)
(0.4)
Select Assets Subject to Valuation
$4.3
ResCap
Balance Sheet Analysis
as of September 30, 2009
(1)
Includes
$1.8B
relating
to
non-recourse
off
balance
sheet
securitizations
where
ResCap
has
the
option,
but
not the obligation, to repurchase certain loans.  Also includes $3.7B of loans in non-recourse on balance sheet
securitizations, which are carried at a significant discount.
(2)
Includes construction loans, model home loans and other assets.


8
Q4 2009 Strategic Actions
A thorough analysis was conducted, which utilized several assumptions to determine the adjusted carrying
values for the ResCap
and Ally Bank domestic mortgage loans:
Defaults, loss severity and prepayments:  Projected based on loan level characteristics such as FICO, LTV and loan type
Home
price
assumptions:
Derived
from
Moody’s
Economy.com
baseline,
portfolio
weighted
results
reflect
current
to
trough
decline
of
6.1%
and
8.4%
for
ResCap
and
Ally
loans
respectively,
with
troughs
occurring
in
1Q’11
Delinquencies:  Peak after 2010
Discount rate:  20% applied to resulting cash flows
The values of the international assets were adjusted based on several factors including third party business
valuation discussions as well as market conditions for similar assets
Mortgage Valuation:  ResCap
and Ally Bank
Unpaid
Pro Forma
% of Unpaid
Principal
Carrying
Carrying
Principal
($ in billions)
Balance
Value
Marks
Value
Balance
Selected International Assets
$2.4
$2.0
($1.3)
$0.7
30%
Domestic Mortgage Loans
$3.3
$2.3
($0.7)
$1.6
49%
ResCap
Loans Subject to Valuation
$5.6
$4.3
($2.0)
$2.3
41%
Selected
Ally
Bank
Loans
Contributed
to
ResCap
(2)
$3.6
$2.8
($1.3)
$1.5
42%
Total Mortgage Loan Valuations
$9.2
$7.0
($3.3)
$3.8
41%
ResCap
Repurchase Reserve Expense
($0.5)
Total Pre-Tax Losses as a Result of Q4 Mortgage Actions
($3.8)
(1)
Unpaid principal balances and carrying values are shown as of Sept. 30 while the dollar amount of marks are based on preliminary Nov. 30 asset balances. 
This analysis is preliminary and unaudited.  Additional financial results and details to be provided with full fourth quarter results.
(2)
Includes
certain
mortgage
loans
at
Ally
Bank
that
were
identified
as
higher
risk
for
reasons
such
as
high
LTV,
low
FICO
or
late
stage
delinquency
Summary of Mortgage Related Losses
Pro
Forma
from
September
30,
2009
(1)
(1)


9
Q4 2009 Strategic Actions
Structure results in $3.79 billion of new capital from the U.S. Treasury
Finalizes the amount and terms of the additional capital to be issued to the U.S. Treasury in connection with
SCAP
Strengthens GMAC’s capital base
Reduces fixed charge requirements with the conversion of a material amount of MCP to common equity and
the issuance of tax deductible Trust Preferred securities
Strengthens Ally Bank by the removal of higher risk mortgage loans and corresponding cash capital
injection by GMAC
Improves the credit quality of the remaining balance sheet
Minimizes ResCap
risk and improves transparency
Positions
GMAC
to
explore
strategic
alternatives
for
ResCap
and
the
mortgage
business
We believe these actions and support by the U.S. Treasury will benefit all GMAC stakeholders in
providing the best opportunity for profitability and the execution of a diversified funding plan
Conclusion
Capital Actions
Mortgage Related Actions