##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 10-Q



[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
    .Commission file number: 1-3754

GMAC LLC

(Exact name of registrant as specified in its charter)

|                                                                               |  |                                                   
|------------------------------------------------------------------------------ |  | --------------------------------------------------
|Delaware(State or other
    jurisdiction of
    incorporation or organization) |  | 38-0572512(I.R.S. Employer
    Identification No.)

200 Renaissance Center


P.O. Box 200 Detroit, Michigan


48265-2000






(313) 556-5000






12b-2




12b-2


Reduced Disclosure Format


10-Q







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##### Table of Contents

(PAGE INTENTIONALLY LEFT BLANK)



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##### Table of Contents

Explanatory Note

GMAC LLC



GMAC LLCs (GMAC) net loss for the third quarter of
2006, preliminarily indicated as $348 million as furnished
in a Form 8-K
dated October 25, 2006, has been reduced by
$24 million to $324 million. The reduction in net loss
is attributable primarily to process improvements that
identified amounts related to loan sales that had not been
recorded. These items have been recorded and are reflected in
this Form 10-Q.



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##### 

INDEX

GMAC LLC

|                                   |  |                                                                                                                            |    |      |    | 
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                   |  |                                                                                                                            |    | Page |   
|                                   | 
|Part I 
    Financial Information |  |                                                                                                                            |    |     
|Item 1.                            |  | Financial Statements
    (unaudited)                                                                                       |    |      |    | 
|                                   |  | Condensed
    Consolidated Statement of Income for the Third Quarter and Nine
    Months Ended September 30, 2006 and 2005 |    |      | 1  | 
|                                   |  | Condensed
    Consolidated Balance Sheet as of September 30, 2006, and
    December 31, 2005                               |    |      | 2  | 
|                                   |  | Condensed
    Consolidated Statement of Changes in Equity for the Nine Months
    Ended September 30, 2006 and 2005        |    |      | 3  | 
|                                   |  | Condensed
    Consolidated Statement of Cash Flows for the Nine Months Ended
    September 30, 2006 and 2005               |    |      | 4  | 
|                                   |  | Notes to
    Condensed Consolidated Financial Statements                                                                   |    |      | 5  | 
|Item 2.                            |  | Managements Discussion and
    Analysis of Financial Condition and Results of Operations                                  |    |      | 21 | 
|Item 3.                            |  | Quantitative and Qualitative
    Disclosures About Market Risk                                                             |    |      | *  | 
|Item 4.                            |  | Controls and
    Procedures                                                                                                |    |      | 41 | 
|Part II 
    Other Information    |  |                                                                                                                            |    |     
|Item 1.                            |  | Legal
    Proceedings                                                                                                      |    |      | 42 | 
|Item 1A.                           |  | Risk
    Factors                                                                                                           |    |      | 42 | 
|Item 2.                            |  | Unregistered Sales of Equity
    Securities and Use of Proceeds                                                            |    |      | *  | 
|Item 3.                            |  | Defaults Upon Senior Securities                                                                                            |    |      | *  | 
|Item 4.                            |  | Submission of Matters to a Vote of
    Security Holders                                                                    |    |      | *  | 
|Item 5.                            |  | Other
    Information                                                                                                      |    |      | 43 | 
|Item 6.                            |  | Exhibits                                                                                                                   |    |      | 43 | 
|                                  
|Signatures                         |  |                                                                                                                            | 44 |     
|Index of
    Exhibits              |  |                                                                                                                            | 45 |     





|  |                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------
|* | Item is omitted pursuant to the Reduced Disclosure Format, as
    set forth on the cover page of this filing.



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##### Table of Contents

Condensed Consolidated Statement of Income (unaudited)

GMAC LLC

|                                                        |                                                              |               |        |             |  |      |        |       |  |  |        |        |  |  |        |        | 
|------------------------------------------------------- | ------------------------------------------------------------ | ------------- | ------ | ----------- |  | ---- | ------ | ----- |  |  | ------ | ------ |  |  | ------ | ------ | 
|                                                        |                                                              | 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



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##### Table of Contents

Condensed Consolidated Balance Sheet (unaudited)

GMAC LLC

|                                                               |                                              |               |          |              |  |  |          |          | 
|-------------------------------------------------------------- | -------------------------------------------- | ------------- | -------- | ------------ |  |  | -------- | -------- | 
|                                                               |                                              | 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    |         
|Members 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 |         
|                                                              



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##### Table of Contents

Condensed Consolidated Statement of Changes in

Equity (unaudited)

GMAC LLC

|                                                                       |                                                                                                 |            |        |          |  |          |        |               |  |               |         |       |   |  |        |   |  |  |        |    |  |  |         |   | 
|---------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ---------- | ------ | -------- |  | -------- | ------ | ------------- |  | ------------- | ------- | ----- | - |  | ------ | - |  |  | ------ | -- |  |  | ------- | - | 
|                                                                       |                                                                                                 | Common     |        |          |  |          |        |               |  | Accumulated   |         |      
|                                                                       |                                                                                                 | Stock      |        |          |  |          |        |               |  | Other         |         |      
|                                                                       |                                                                                                 | and Paid-  |        | Members |  | 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
    members 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 |  
|                                                                      



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##### Table of Contents

Condensed Consolidated Statement of Cash Flows (unaudited)

GMAC LLC

|                                                                            |  |      |          |   |      |  |          |  
|--------------------------------------------------------------------------- |  | ---- | -------- | - | ---- |  | -------- | -
|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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |                          
| | - |  |  | -------------------------
|
| | 1 |  |  | Basis of
    Presentation





10-K 8-K 10-K).




Disclosures about Segments
of an Enterprise and Related Information


Change in Accounting Principle


Accounting for Servicing
of Financial Assets




5



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

liabilities recorded on our balance sheet at January 1,
2006, the date of adoption, we identified three classes of
servicing rights: those pertaining to residential mortgage in
our ResCap reporting segment, auto finance in our North American
Operations reporting segment and commercial mortgages. We have
elected to measure our residential mortgage servicing rights at
fair value for each reporting date and report changes in fair
value in earnings during the period in which the changes occur.
At September 30, 2006, these assets were valued at
$4.8 billion and recorded separately on our Condensed
Consolidated Balance Sheet. Refer to Note 6 to the
Condensed Consolidated Financial Statements for further
information.

For servicing assets and liabilities related to our auto finance
and commercial mortgage classes of assets, we have elected to
continue to use the amortization method of accounting. As a
result of the sale of Capmark on March 23, 2006, the
commercial mortgage servicing rights are no longer recorded on
our balance sheet at September 30, 2006. Our auto finance
servicing assets and liabilities at September 30, 2006,
totaled $13 million and $19 million, respectively, and
are recorded in other assets and other liabilities,
respectively, on our Condensed Consolidated Balance Sheet.

Recently Issued Accounting Standards

Statement of Position 05-1  In September 2005
the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position 05-1, Accounting by
Insurance Enterprises for Deferred Acquisition Costs in
Connection with Modifications or Exchanges of Insurance
Contracts(SOP 05-1). SOP 05-1 provides guidance
on accounting for deferred acquisition costs on internal
replacements of insurance contracts. SOP 05-1 defines an
internal replacement and specifies the conditions that determine
whether the replacement contract is substantially or
unsubstantially changed from the replaced contract. An internal
replacement determined to result in a substantially changed
contract should be accounted for as an extinguishment of the
replaced contract; unamortized deferred acquisition costs and
unearned revenue liabilities of the replaced contract should no
longer be deferred. An internal replacement determined to result
in an unsubstantially changed contract should be accounted for
as a continuation of the replaced asset. SOP 05-01
introduces the terms integrated and non-integrated contract
features and specifies that non-integrated features do not
change the base contract and are to be accounted for in a manner
similar to a separately issued contract. Integrated features are
evaluated in conjunction with the base contract. SOP 05-1 is
effective for internal replacements occurring in fiscal years
beginning after December 15, 2006. Management is assessing
the potential impact on our financial condition or results of
operations.

Statement of Financial Accounting Standards
No. 155  In February 2006 the Financial
Accounting Standards Board (FASB) issued Statement of Financial
Standards No. 155 Accounting for Certain Hybrid
Financial Instruments  an amendment of FASB
Statements No. 133 and 140(SFAS 155). This
standard permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that
otherwise would require bifurcation. SFAS 155 allows an
entity to make an irrevocable election to measure such a hybrid
financial instrument at fair value on an
instrument-by-instrument basis. The standard eliminates the
prohibition on a QSPE from holding a derivative financial
instrument that pertains to a beneficial instrument other than
another derivative financial instrument. SFAS 155 also
clarifies which interest-only and principal-only strips are not
subject to the requirements of SFAS 133, as well as
determines that concentrations of credit risk in the form of
subordination are not embedded derivatives. SFAS 155 is
effective for all financial instruments acquired or issued after
the beginning of the fiscal year that begins after
September 15, 2006. Adoption of SFAS 155 is not
expected to have a material impact on our consolidated financial
position or results of operations.

FASB Staff Position 
FIN 46(R)-6  In April 2006 the FASB issued
FIN 46(R)-6, Determining the Variability to Be
Considered in Applying FASB Interpretation No. 46(R),which requires the variability of an entity to be analyzed
based on the design of the entity. The nature and risks in the
entity, as well as the purpose for the entitys creation,
are examined to determine the variability in applying
FIN 46(R). The variability is used in applying
FIN 46(R) to determine whether an entity is a variable
interest entity, which interests are variable interests in the
entity and who is the primary beneficiary of the variable
interest entity. This statement is applied prospectively and is
effective for all reporting periods after June 15, 2006.
The guidance did not have a material impact on our consolidated
financial position or results of operations.

FASB Interpretation No. 48  In June 2006
the FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes(FIN 48), which supplements
Statement of Financial Accounting Standard No. 109 by
defining the confidence level that a tax position must meet in
order to be recognized in the financial statements. The
Interpretation requires that the tax effects of a position be
recognized only if they are more-likely-than-not to
be sustained based solely on their technical merits as of the
reporting date. The more-likely-than-not threshold represents a
positive assertion by management that a company is entitled to
the economic benefits of a tax position. If a tax position is
not considered more-likely-than-not to be sustained based solely
on its technical merits, no benefits of the position are to be
recognized. Moreover, the more-likely-than-not threshold must
continue to be met in each reporting period to support continued
recognition of a benefit. At adoption, companies must adjust
their financial statements to reflect only those tax positions
that are more-likely-than-not to be sustained as of the adoption
date. Any necessary adjustment would be recorded directly to
retained earnings in the period of adoption and

6



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

reported as a change in accounting principle. This
Interpretation is effective as of the beginning of the first
fiscal year beginning after December 15, 2006. Management
is assessing the potential impact on our financial condition or
results of operations.

FASB Staff Position (FSP)
No. 13-2 
In July 2006 the FASB issued FSP
No. 13-2
Accounting for a Change or Projected Change in the Timing of
Cash Flows Relating to Income Taxes Generated by a Leveraged
Lease Transaction, (FSP 13-2), which amends
SFAS No. 13, Accounting for Leases, by
requiring lessors to recalculate the rate of return and periodic
income allocation for leveraged-lease transactions when there is
a change or projected change in the timing of income tax cash
flows related to the lease. FSP 13-2 requires lessors to
use the model in FIN 48 to determine the timing and amount
of expected tax cash flows in leveraged-lease calculations and
recalculations. FSP 13-2 is effective in the same period as
FIN 48. At the date of adoption, the lessor is required to
reassess projected income tax cash flows related to leveraged
leases using the FIN 48 model for recognition and
measurement. Revisions to the net investment in a leverage lease
required when FSP 13-2 is adopted would be recorded as an
adjustment to the beginning balance of retained earnings in the
period of adoption and reported as a change in accounting
principle. Management is assessing the potential impact on our
financial condition and results of operations.

SEC Staff Accounting
Bulletin No. 108  In September 2006 the
SEC issued Staff Accounting Bulletin (SAB) No. 108
Quantifying Financial Misstatements, which expresses the
Staffs views regarding the process of quantifying
financial statement misstatements. Registrants are required to
quantify the impact of correcting all misstatements, including
both the carryover and reversing effects of prior year
misstatements, on the current year financial statements. The
techniques most commonly used in practice to accumulate and
quantify misstatements are generally referred to as the
rollover (current year income statement perspective)
and iron curtain (year-end balance perspective)
approaches. The financial statements would require adjustment
when either approach results in quantifying a misstatement that
is material, after considering all relevant quantitative and
qualitative factors. Management does not expect this guidance to
have a material effect on our current process for assessing and
quantifying financial statement misstatements.

SFAS No. 157  In September 2006 the
FASB issued SFAS No. 157 Fair Value
Measurements, which provides a definition of fair value,
establishes a framework for measuring fair value and requires
expanded disclosures about fair value measurements.
SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 12, 2007, and interim
periods within those years. The provisions of SFAS 157
should be applied prospectively. Management is assessing the
potential impact on our financial condition and results of
operations.

SFAS No. 158  In September 2006 the
FASB issued SFAS No. 158 Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans,
which amends SFAS No. 87 Employers Accounting
for Pensions(SFAS No. 87), SFAS No. 88
Employers Accounting for Settlements and Curtailments
of Defined Benefit Pension Plans and for Termination Benefits(SFAS No. 88), SFAS No. 106
Employers Accounting for Postretirements Benefits Other
Than Pensions(SFAS No. 106), and
SFAS No. 132(R) Employers Disclosures about
Pensions and Other Postretirement Benefits (revised 2003)(SFAS 132(R)). This Statement requires companies to
recognize an asset or liability for the overfunded or
underfunded status of their benefit plans in their financial
statements. The asset or liability is the offset to other
comprehensive income, consisting of previously unrecognized
prior service costs and credits, actuarial gains or losses and
transition obligations and assets. SFAS 158 also requires
the measurement date for plan assets and liabilities to coincide
with the sponsors year end. The standard provides two
transition alternatives for companies to make the
measurement-date provisions. The recognition of asset and
liability related to funded status provision is effective for
fiscal years ending after December 15, 2006, and the change
in measurement is effective for fiscal years ending after
December 15, 2008. Management is assessing the potential
impact on our financial condition and results of operations.

| |   |  |  |                                           
| | - |  |  | ------------------------------------------
| | 2 |  |  | Sale of a
    Controlling Interest in GMAC





7



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

an amount up to the amount of our net income prior to the
acquisition; (v) GM will repay certain indebtedness owing
to us, and specified intercompany unsecured obligations owing to
us shall be no greater than $1.5 billion and (vi) we
will make a one-time distribution to GM of approximately
$2.7 billion of cash to reflect the increase in our equity
value resulting from the transfer of a portion of our net
deferred tax liabilities arising from the conversion by us and
certain of our subsidiaries to limited liability company form.
The total value of the cash proceeds and distributions to GM
after repayment of certain intercompany obligations and before
it purchases preferred limited liability company interests will
be approximately $14 billion over three years, comprised of
the $7.4 billion purchase price, $2.7 billion cash
dividend, and other transaction related cash flows including
monetization of certain retained assets over three years.

As part of the transaction, we will enter into a number of
agreements with GM that will require us to continue to allocate
capital to automotive financing consistent with historical
practices, thereby continuing to provide critical financing
support to a significant share of GMs global sales. While
we will retain the right to make individual credit decisions, we
will commit to fund a broad spectrum of customers and dealers
consistent with historical practice in the relevant
jurisdiction. Subject to our fulfillment of certain conditions,
GM will grant us exclusivity for 10 years for U.S.,
Canadian and international GM-sponsored retail and wholesale
marketing incentives around the world, with the exception of
Saturn branded products.

As part of the agreement, GM will retain an option, for
10 years after the closing of the transaction, to
repurchase certain assets from us related to the Automotive
Finance operations of our North American Operations and our
International Operations. GMs exercise of the option is
conditional on GMs credit rating being investment grade or
higher than our credit rating. The call option price will be
calculated as the higher of (i) fair market value or
(ii) 9.5 times the consolidated net income of our
automotive finance operations in either the calendar year the
call option is exercised or the calendar year immediately
following the year the call option is exercised.

The agreement is subject to the satisfaction or waiver of
customary and other closing conditions, including, among other
things: (i) receipt of ratings for our senior unsecured
long-term indebtedness and the ratings of ResCap, our wholly
owned subsidiary, after giving effect to the transactions
contemplated by the agreement, of at least BB and BBB- (or their
respective equivalents), respectively, and an A.M. Best rating
for our significant insurance subsidiaries of at least B++;
(ii) that no material adverse effect will have occurred
with respect to our business, financial condition or results of
operations, which includes any actual downgrading by any of the
major rating agencies of GMs unsecured long-term
indebtedness rating below CCC or its equivalent; and
(iii) the receipt of required regulatory approvals and
licenses. The agreement may be terminated upon the occurrence of
certain events, including the failure to complete the
transaction by March 31, 2007.

As previously reported, on July 28, 2006, the Federal Deposit
Insurance Corporation (the FDIC) announced a
six-month moratorium on the acceptance of, or final decisions
on, notices filed under the Change in Bank Control Act with
regard to industrial loan companies (ILCs). In connection with
the transaction, a notice was submitted to the FDIC. Since FDIC
regulatory approval is a condition of the Agreement, GM, GMAC
and representatives of FIM Holdings have been working with the
FDIC to develop a means to enable the parties to stay on target
for a closing of the transaction in the fourth quarter of 2006.
GM and GMAC expect to close the transaction in the fourth
quarter of 2006.

8



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |                 
| | - |  |  | ----------------
|
| | 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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |                                  
| | - |  |  | ---------------------------------
|
| | 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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

|                                         |                                             |          |        |            |        |       |      |          |      |            |        |        |        |   |        |        |        |   |      |     |     |   |        |        |        |  
|---------------------------------------- | ------------------------------------------- | -------- | ------ | ---------- | ------ | ----- | ---- | -------- | ---- | ---------- | ------ | ------ | ------ | - | ------ | ------ | ------ | - | ---- | --- | --- | - | ------ | ------ | ------ | -
|                                         |                                             | 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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |                              
| | - |  |  | -----------------------------
| | 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 |     
|                                                     

clean-up




|                           |  |       |             | 
|-------------------------- |  | ----- | ----------- | 
|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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

The following table summarizes activity and related amortization
of MSRs, which prior to January 1, 2006, were carried at
lower of cost or fair value:

|                                             |  |      |        |  
|-------------------------------------------- |  | ---- | ------ | -
|($ 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. | 

10-K.


| |   |  |  |     
| | - |  |  | ----
|
| | 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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

The following summarizes assets that are restricted as
collateral for the payment of the related debt obligation
primarily arising from securitization transactions accounted for
as secured borrowings and repurchase agreements.

|                                                                |       |               |         |          |              |  |         |          |         |  |          |          |  |  |         |          | 
|--------------------------------------------------------------- | ----- | ------------- | ------- | -------- | ------------ |  | ------- | -------- | ------- |  | -------- | -------- |  |  | ------- | -------- | 
|                                                                |       | 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. | 

Liquidity Facilities




|                                         |                                                                                 |            |        |      |             |  |        |                 |  |  |                  |     |  |         |      |     |         |  |        |         |  |  |         |      |  |  |        |      |  |  |        |      | 
|---------------------------------------- | ------------------------------------------------------------------------------- | ---------- | ------ | ---- | ----------- |  | ------ | --------------- |  |  | ---------------- | --- |  | ------- | ---- | --- | ------- |  | ------ | ------- |  |  | ------- | ---- |  |  | ------ | ---- |  |  | ------ | ---- | 
|                                         |                                                                                 | 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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

The syndicated multi-currency global credit facility includes a
$4.35 billion five-year facility (expires June 2008) and a
$3.25 billion
364-day facility
(expires June 2007). In the event that a public announcement is
made by GMAC or GM that the acquisition as defined in the
current report on
Form 8-K filed by
GMAC on April 3, 2006, will not be consummated or that such
transaction has otherwise been terminated, $1.51 billion of
the 364-day facility
may be terminated by the lenders, and the remaining
$1.74 billion will be transferred to the NCAT secured
committed facility. Provided that such announcement has not been
made, the facility also includes a term out option which, if
exercised by us prior to expiration, carries a one-year term.
Additionally, a leverage covenant in the liquidity facilities
and certain other funding facilities restricts the ratio of
consolidated borrowed funds (excluding certain obligations of
bankruptcy remote special purpose entities) to consolidated net
worth to no greater than 11.0:1 under certain conditions. More
specifically, the covenant is only applicable on the last day of
any fiscal quarter (other than the fiscal quarter during which a
change in rating occurs) during such times that we have senior
unsecured long-term debt outstanding, without third-party
enhancement, which is rated BBB+ or less (by Standard &
Poors), or Baa1 or less (by Moodys). Our leverage
ratio covenant was 7.4:1 at September 30, 2006, and we are,
therefore, in compliance with this covenant.

| |   |  |  |                                                  
| | - |  |  | -------------------------------------------------
| | 8 |  |  | Derivative
    Instruments and Hedging Activities

10-K




|                                                  |                                                  |                      |      |             |    |      |     |      |     |                                 |       |      |    |   |       |      |     |   |                                                         |             
|------------------------------------------------- | ------------------------------------------------ | -------------------- | ---- | ----------- | -- | ---- | --- | ---- | --- | ------------------------------- | ----- | ---- | -- | - | ----- | ---- | --- | - | ------------------------------------------------------- | ------------
|                                                  |                                                  | 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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |                                 
| | - |  |  | --------------------------------
|
| | 9 |  |  | Transactions
    with Affiliates



Balance Sheet




|                                                              |                                                        |                    |       |                   |   |  |       |        |  
|------------------------------------------------------------- | ------------------------------------------------------ | ------------------ | ----- | ----------------- | - |  | ----- | ------ | -
|($ 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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

Retail and lease contracts acquired by us that included rate and
residual subvention from GM, payable directly or indirectly to
GM dealers as a percent of total new retail and lease contracts
acquired, are noted in the table below.

|                                                    |                               |      |  |      |   |  |  |    |  
|--------------------------------------------------- | ----------------------------- | ---- |  | ---- | - |  |  | -- | -
|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. | 



Income Statement




|                                           |                                                              |                                                       |  |      |             |  |  |      |   |  |      |      |    |  |  |      |    | 
|------------------------------------------ | ------------------------------------------------------------ | ----------------------------------------------------- |  | ---- | ----------- |  |  | ---- | - |  | ---- | ---- | -- |  |  | ---- | -- | 
|                                           |                                                              | 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
    customers 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.

Operating Lease Residuals




17



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

In connection with the agreement to sell a 51 percent
ownership interest in GMAC, GM settled its estimated liabilities
with respect to residual support and risk sharing on a portion
of our operating lease portfolio (approximately 19% of the North
American Automotive Finance operating lease portfolio) and on
the entire U.S. balloon retail receivable portfolio in a
lump-sum payment. As of April 30, 2006, the maximum amount
that would have been paid under the residual support and risk
sharing arrangements with GM on this portion of the portfolio
totaled approximately $2.0 billion. A negotiated amount
totaling approximately $1.1 billion was agreed to by GM
under these leases and balloon contracts and was paid to us on
May 15, 2006. The payment of $1.1 billion was recorded
as a deferred amount in accrued expenses and other liabilities
in our Condensed Consolidated Balance Sheet and will be treated
as sales proceeds on the underlying assets, as the contracts
terminate and the vehicles are sold at auction, in recognizing
the gain or loss on sale.

For the remainder of the operating lease portfolio, not subject
to this payout arrangement, based on September 30, 2006
outstandings, the current amount that we would expect to be paid
by GM under residual support programs would be
$1.7 billion. The maximum that could be paid under the
residual support programs on this portion of the lease portfolio
is approximately $2.8 billion and would be paid only in the
unlikely event that the proceeds from this portion of the
operating lease portfolio are at or below our standard residual
rates. As disclosed in Note 2 to the Condensed Consolidated
Financial Statements, certain assets with respect to automotive
leases will be dividended to GM prior to consummation of the
agreement.

In addition, as it relates to those lease originations and all
U.S. balloon retail contract originations occurring after
April 30, 2006, that will remain with GMAC after the
majority sale transaction GM agreed to begin payment of the
expected residual support owed to us at the time of contract
origination as opposed to after contract termination at the time
of sale of the related vehicle. After the sale of a
51 percent ownership interest in us is completed, all new
operating lease originations will be subject to this revised
residual support arrangement with GM. For the affected contracts
originated in the second and third quarters of 2006, GM paid or
agreed to pay us a total of $234 million. The remaining
maximum exposure after consideration of these payments that
could be paid under these contracts for residual support is
approximately $140 million and would be paid only in the
unlikely event that the proceeds from this portion of the
operating lease portfolio are at or below our standard residual
rates.

The maximum amount that could be paid under the risk sharing
arrangement on all leases not subject to the payout arrangement
is approximately $1.5 billion and would only be paid in the
unlikely event that the proceeds from outstanding lease vehicles
would be lower than our standard residual rates. The expected
amount to be paid under the risk sharing arrangement is
approximately $0.2 billion.

In addition to the financing arrangements summarized in the
foregoing table, GM had a $4 billion revolving line of
credit from us that expired September 15, 2006.
Subsequently, this revolving line of credit was not renewed.
This credit line had previously been used for general operating
and seasonal working capital purposes and to reduce external
liquidity requirements.

| |    |  |  |                                              
| | -- |  |  | ---------------------------------------------
|
| | 10 |  |  | Pension and
    Other Postretirement Benefits

Pension










18



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |    |  |  |                                         
| | -- |  |  | ----------------------------------------
|
| | 11 |  |  | Goodwill and
    Other Intangible Assets

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



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

|                                                             |  |                               |        |                |  |            |        |            |  |           |        |              |  |  |       |  |  |  |       |   |  |  |        |  
|------------------------------------------------------------ |  | ----------------------------- | ------ | -------------- |  | ---------- | ------ | ---------- |  | --------- | ------ | ------------ |  |  | ----- |  |  |  | ----- | - |  |  | ------ | -
|                                                             |  | 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



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC



Overview

We are a leading global financial services firm with
approximately $310 billion of assets and operations in
approximately 40 countries. Founded in 1919 as a wholly owned
subsidiary of General Motors Corporation, GMAC was originally
established to provide GM dealers with the automotive financing
necessary to acquire and maintain vehicle inventories and to
provide retail customers the means by which to finance vehicle
purchases through GM dealers. Our products and services have
expanded beyond automotive financing as we currently operate in
the following lines of business  Automotive Finance,
Mortgage (ResCap), and Insurance. Refer to our 2005 Annual
Report on
Form 10-K for a
more complete description of our business activities, along with
the products and services offered and the market competition.

Net income for our businesses is summarized as follows:

|                                           |  |               |       |             |  |      |      |      |  |  |        |   |  |  |        |   |  | 
|------------------------------------------ |  | ------------- | ----- | ----------- |  | ---- | ---- | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                           |  | 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.                                                              | 













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Managements Discussion and Analysis

GMAC LLC

Excluding the goodwill and other intangible asset impairment
charges, our Other segment, which includes the Commercial
Finance business and our equity investment of approximately 22%
in Capmark, incurred a net operating loss of $64 million as
compared to $142 million earned in the same period last
year. Part of the third quarter decline relates to the change in
ownership of Capmark, following the first quarter sale of
approximately 78% of our commercial mortgage business. As a
result, the third quarter income includes the earnings on our
equity share of Capmark compared to a year ago when Capmark was
wholly owned and fully consolidated in our results. In addition,
the Other segment results were negatively affected by higher
credit provisions at Commercial Finance business, mostly related
to the workout portfolio.

The goodwill impairment charge of $685 million (after-tax)
at our Commercial Finance business was the result of our third
quarter impairment test which was triggered outside the normal
fourth quarter cycle as the business experienced attrition of
key personnel around the middle of the year. The charge results
from lower cash flow projections due to the decision by new
management at Commercial Finance business to exit certain low
return product lines and asset classes as well as a decline in
expected factored sales volume growth.

The sale of 51 percent of our equity to FIM Holdings is
expected to close in the fourth quarter of this year. In
addition to continuing to enable us to support the sale of GM
vehicles, the transaction is intended to support our strategic
goal of a stable investment grade credit rating and profitable
growth.



Automotive Finance Operations

Our Automotive Finance operations offer a wide range of
financial services and products (directly and indirectly) to
retail automotive consumers, automotive dealerships and other
commercial businesses. Our Automotive Finance operations are
comprised of two separate reporting segments  North
American Automotive Finance Operations and International
Automotive Finance Operations  and certain corporate
activities. The products and services offered by our Automotive
Finance operations include the purchase of retail installment
sales contracts and leases, extension of term loans, dealer
floor plan financing and other lines of credit to dealers, and
fleet leasing. Refer to pages 21-31 of our 2005 Annual
Report on
Form 10-K for
further discussion of the business profile of our Automotive
Finance operations.

Results of Operations

The following table summarizes the operating results of our
Automotive Finance operations for the periods indicated. The
amounts presented are before the elimination of balances and
transactions with our other reporting segments.

|                                             |                         |               |          |             |  |        |          |       |  |      |          |      |  |        |     |   |  |  |        |        |  |  |        |        |  |  |       |     |  |  |     |   | 
|-------------------------------------------- | ----------------------- | ------------- | -------- | ----------- |  | ------ | -------- | ----- |  | ---- | -------- | ---- |  | ------ | --- | - |  |  | ------ | ------ |  |  | ------ | ------ |  |  | ----- | --- |  |  | --- | - | 
|                                             |                         | 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 | ) |  |  |        |        |  |  |        |        |  |  |       |     |  |  |     |  
|                                             |                         |               |          |             |  |        |          |       |  |      |          |      |  |        |     |  



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Managements Discussion and Analysis

GMAC LLC

certain deferred interest debentures, which resulted in an
after-tax unfavorable impact of $135 million. Absent the
impact of the tender offer, Automotive Finance operating
earnings were $140 million higher than the third quarter of
2005.

Total financing revenue increased 7% in the third quarter of
2006, as compared to the prior year, with declines in consumer
revenue being more than offset by higher commercial and
operating lease revenues in the North American operations. The
decrease in consumer revenue is consistent with the reduction in
consumer asset levels as a result of continued whole loan sale
activity. Consumer finance receivables declined by
$13 billion, or approximately 16%, since September 30,
2005. Operating lease revenue (along with the related
depreciation expense) increased year over year consistent with
the increase in the size of the operating lease portfolio
(approximately 20% since September 2005). The increase in the
portfolio is reflective of continued strong lease volumes in
North American operations and higher average customer balances.

The increase in interest expense for the third quarter as
compared to the third quarter of 2005 is primarily due to the
aforementioned $1 billion debt tender offer, which resulted
in a $220 million pre-tax unfavorable impact
($135 million after-tax). Absent the impact of the tender
offer, despite lower overall debt levels, interest expense is
relatively flat in comparison with 2005 due to an increased cost
of funds, as a result of higher market interest rates.

The provision for credit losses decreased in comparison to the
prior year largely due to the estimated provision, which was
necessary in the third quarter of 2005 due to Hurricane Katrina
losses. The provision decreases due to Hurricane Katrina were
somewhat offset by the overall credit performance of the
consumer portfolio. Refer to Credit Risk discussion within this
Automotive Finance Operations section of the MD&A for
further discussion.

Investment income increased for both the third quarter and first
nine months of 2006, as compared to the same periods in 2005.
The increases are largely a result of higher short-term interest
rates and asset balances in 2006 versus 2005. Other income
decreased in comparison to the third quarter of 2005 due to
lower revenue on intercompany loans. In addition, non-interest
expenses increased in comparison with 2005 levels due to an
overall decline in operating lease remarketing results as a
result of a softening in used vehicle prices and an overall
decrease in lease termination volume.

Total income tax expense increased by $24 million in the
third quarter and declined by $21 million for the first
nine months of 2006, respectively, as compared to the same
periods in 2005.

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Managements Discussion and Analysis

GMAC LLC

Automotive Financing Volume

The following table summarizes our new vehicle consumer
financing volume, our share of GM retail sales and our wholesale
financing of new vehicles and related share of GM sales to
dealers in markets where we operate.

|                                        |                                                 |                  |       |             |       |             |     |          |     |       |       |       |       |      |     |      |     |    
|--------------------------------------- | ----------------------------------------------- | ---------------- | ----- | ----------- | ----- | ----------- | --- | -------- | --- | ----- | ----- | ----- | ----- | ---- | --- | ---- | --- | ---
|                                        |                                                 | 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 |      |     |      |    
|                                        |                                                 |                  |       |             |       |             |     |          |     |      



Consumer Credit






24



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

results in better credit performance in the managed portfolio
than in the on-balance sheet portfolio of retail finance
receivables. In addition, the current off-balance sheet
transactions are comprised mainly of subvented rate retail
finance receivables, which generally attract higher quality
customers (or otherwise cash purchasers) than customers
typically associated with non-subvented receivables.

|                                  |  |           |         |               |  |                 |  |      |  |       |  |      
|--------------------------------- |  | --------- | ------- | ------------- |  | --------------- |  | ---- |  | ----- |  | -----
|                                  |  | 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



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

In addition to the preceding loss and delinquency data, the
following table summarizes bankruptcies and repossession
information for the United States consumer automotive retail
contract portfolio (which represents approximately 58% of our
on-balance sheet consumer automotive retail contract portfolio):

|                                                                                     |  |         |        |   |                  |  |        |      |  |  |        |   |  |  |        |   |  | 
|------------------------------------------------------------------------------------ |  | ------- | ------ | - | ---------------- |  | ------ | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                                                                     |  | 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



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

The allowance for credit losses as a percentage of the total
on-balance sheet consumer portfolio has experienced a slight
decrease in comparison with the third quarter of 2005. This
decrease is primarily related to improved credit performance in
our International operations consumer portfolio. The allowance
for credit losses as a percentage of the total on-balance sheet
consumer portfolio for our North American operations remained
stable in comparison to 2005 levels.

Commercial Credit

Our credit risk on the commercial portfolio is markedly
different from that of our consumer portfolio. Whereas the
consumer portfolio represents a homogenous pool of retail
contracts that exhibit fairly predictable and stable loss
patterns, the commercial portfolio exposures are less
predictable. In general, the credit risk of the commercial
portfolio is tied to overall economic conditions in the
countries in which we operate.

At September 30, 2006, the only commercial receivables that
had been securitized and accounted for as off-balance sheet
transactions represent wholesale lines of credit extended to
automotive dealerships, which historically experience low
charge-offs. As a result, the amount of charge-offs on our
managed portfolio is the same as the on-balance sheet portfolio,
and only the on-balance sheet commercial portfolio credit
experience is presented in the following table:

|                           |  |         |        |                    |  |         |      |         |  |  |      |   |  |  |      |   |  | 
|-------------------------- |  | ------- | ------ | ------------------ |  | ------- | ---- | ------- |  |  | ---- | - |  |  | ---- | - |  | 
|                           |  | 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
|-----------------



10-Q


27



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

Results of Operations

The following table summarizes the operating results for ResCap
for the periods indicated. The amounts presented are before the
elimination of balances and transactions with our other
reporting segments.

|                                                        |  |               |          |             |  |        |          |   |  |      |         |      |  |        |      |   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |      |  
|------------------------------------------------------- |  | ------------- | -------- | ----------- |  | ------ | -------- | - |  | ---- | ------- | ---- |  | ------ | ---- | - |  |  | ------ | - |  |  | ------ | - |  |  | ------ | - |  |  | ---- | -
|                                                        |  | 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   |   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |      |  
|                                                        |  |               |          |             |  |        |          |   |  |      |         |      |  |        |      |  









Mortgage Loan Production, Sales and Servicing




28



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

The following summarizes mortgage loan production for the
periods indicated.

|                                           |                                              |                                   |  |             |         |      |  |         |         |  |  |          |          |  |  |          |          | 
|------------------------------------------ | -------------------------------------------- | --------------------------------- |  | ----------- | ------- | ---- |  | ------- | ------- |  |  | -------- | -------- |  |  | -------- | -------- | 
|                                           |                                              | 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



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

Allowance for Loan Losses

The following table summarizes the activity related to the
allowance for loan losses:

|                                                                                                  |  |               |        |   |             |  |        |      |  |  |        |   |  |  |        |   |  | 
|------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ----------- |  | ------ | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                                                                                  |  | 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   | % |  | 
|                                                                                                 



Nonperforming Assets




|                                                                      |                                                                                                                    |                        |        |     |         |  |        |         |       |  |        |     |       |  |  | 
|--------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | ---------------------- | ------ | --- | ------- |  | ------ | ------- | ----- |  | ------ | --- | ----- |  |  | 
|                                                                      |                                                                                                                    | 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. | 

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##### Table of Contents

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GMAC LLC

Our classification of a loan as nonperforming does not
necessarily indicate that the principal amount of the loan is
ultimately uncollectible in whole or in part. In certain cases,
borrowers make payments to bring their loans contractually
current and, in all cases, our mortgage loans are collateralized
by residential real estate. As a result, our experience has been
that any amount of ultimate loss is substantially less than the
unpaid principal balance of a nonperforming loan.



Insurance Operations

Our Insurance operations insure automobile service contracts and
underwrite personal automobile insurance coverages (ranging from
preferred to non-standard risks) and selected commercial
insurance and reinsurance coverages. Refer to pages 42-45
of our 2005 Annual Report on
Form 10-K for
further discussion of the business profile of our Insurance
operations.

Results of Operations

The following table summarizes the operating results of GMAC
Insurance for the periods indicated. The amounts presented are
before the elimination of balances and transactions with our
other operating segments.

|                                                   |  |               |         |             |  |        |         |   |  |      |        |      |  |        |     |   |  |  |        |   |  |  |        |   |  |  |      |   |  |  |     |  
|-------------------------------------------------- |  | ------------- | ------- | ----------- |  | ------ | ------- | - |  | ---- | ------ | ---- |  | ------ | --- | - |  |  | ------ | - |  |  | ------ | - |  |  | ---- | - |  |  | --- | -
|                                                   |  | 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.

year-to






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Managements Discussion and Analysis

GMAC LLC

warranty term. Going forward the GM warranty extension will have
a financial impact on our operations and management is currently
assessing the potential revenue impact.

Underwriting results increased in the third quarter 2006 due to
lower weather losses in the auto dealer physical damage business
combined with the hurricane losses incurred in 2005 (primarily
Hurricane Katrina) and continued favorable loss trends
experienced by the extended service contract product line.

The combination of investment and other income increased 115%
and 30% in the third quarter and first nine months of 2006,
respectively, as compared to the same 2005 periods. The increase
is primarily attributable to higher capital gains realized. The
market value of the investment portfolio was $8.0 billion,
comprised of $5.5 billion fixed income and $2.5 billion equity
investments at September 30, 2006, compared to
$7.8 billion, comprised of $5.4 billion fixed income
and $2.4 billion equity investments at September 30,
2005. The increase in market value was driven by a strong equity
portfolio and the reinvestment of positive cash flow.

During the fourth quarter, as part of our investment and capital
strategy, our Insurance operations is completing a securities
portfolio review and is in the process of rebalancing the mix of
equity and fixed income securities. The proceeds from these
sales will either be invested in fixed income securities or
remitted as dividends. It is expected that significant net
capital gains will be realized on these sales during the fourth
quarter.

Total expenses increased 5% in the third quarter of 2006, as
compared to the same period in 2005, and 9% for the first nine
months of 2006 over the same period in 2005. The increases were
commensurate with higher insurance premiums and service revenue
earned and an increase in amortization of deferred acquisition
costs, partially offset by favorable loss experience.



Other Operations

Other operations is comprised of our Commercial Finance
business, equity interest in Capmark, certain corporate
activities related to the Mortgage Group, and reclassifications
and elimination between the reporting segments.

Results of Operations

Net income for our Other operations is summarized as follows:

|                                           |  |               |        |             |  |        |         |   |  |      |          |      |  |        |        |   |  |  |       |   |  |  |      |  |  |  |       |   |  |  |        |  
|------------------------------------------ |  | ------------- | ------ | ----------- |  | ------ | ------- | - |  | ---- | -------- | ---- |  | ------ | ------ | - |  |  | ----- | - |  |  | ---- |  |  |  | ----- | - |  |  | ------ | -
|                                           |  | 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.

Commercial Finance




Goodwill and Other Intangible
Assets


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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

Equity Interest in Capmark

On March 23, 2006, we closed on the sale of approximately
78 percent of our equity in Capmark for approximately
$1.5 billion in cash. At the closing, Capmark also repaid
us approximately $7.3 billion in intercompany loans,
bringing the total cash proceeds from the sale to
$8.8 billion.

We retained an equity voting interest in Capmark and have
representation on its Board of Directors. We no longer have a
majority ownership or a majority controlling interest in Capmark
but do have the ability to exercise significant influence and
have accounted for our remaining interest under the equity
method of accounting. In addition to our equity investment, we
have an investment of $250 million of subordinated
indenture notes issued by Capmark. Both investments are
reflected in Other assets in the Condensed Consolidated Balance
Sheet.

Our net after-tax earnings in Capmark decreased 93% and 76% to
$9 and $54 million for the third quarter and first nine
months of 2006. The results for the third quarter were partially
offset as Capmark recognized a number of losses associated with
properties owned by a Capmark subsidiary. For the nine months
ended September 30, 2006, earnings declined due to a loss
recognized on the sale and a decline in the share of Capmark
income recognized as we no longer fully consolidate the results
of Capmark but instead reflect our approximate 22% equity
interest.



Critical Accounting Estimates

We have identified critical accounting estimates that, as a
result of judgments, uncertainties, uniqueness and complexities
of the underlying accounting standards and operations involved,
could result in material changes to our financial condition,
results of operations or cash flows under different conditions
or using different assumptions.

Our most critical accounting estimates are:




    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 expensesThe adoption of SFAS 156 as of January 1, 2006,
requires us to present our servicing rights at fair value for
those classes of servicing rights for which we have elected the
fair value method.

There have been no other significant changes in the
methodologies and processes used in developing these estimates
from what is described in our 2005 Annual Report on
Form 10-K. Refer
to Note 1 for further discussion of the impact of adopting
this standard.



Funding and Liquidity

Our liquidity and our ongoing profitability is, in large part,
dependent upon our timely access to capital and the costs
associated with raising funds in different segments of the
capital markets. Over the past several years, our funding
strategy has focused on the development of diversified funding
sources across a global investor base, both public and private
and, as appropriate, the extension of debt maturities. In
addition, we maintain a large cash reserve ($14.1 billion
at September 30, 2006), including certain marketable
securities that can be utilized to meet our obligations in the
event of any market disruption. During the quarter, we reduced
our cash reserves from $22.7 billion at June 30, 2006,
to $14.1 billion at September 30, 2006, reflecting our
increased access to liquidity. From time to time, we repurchase
previously issued debt as part of our cash and liquidity
management strategy. In October 2006 we successfully completed a
debt tender offer to retire $1 billion of deferred interest
debentures, which will generate significant interest savings
going forward. This multi-faceted strategy, combined with a
continuous prefunding of requirements, is designed to enhance
our ability to meet our obligations.

The diversity of our funding sources enhances funding
flexibility, limits dependence on any one source of funds and
results in a more cost effective strategy over the longer term.
In developing this approach, management considers market
conditions, prevailing interest rates, liquidity needs and the
desired maturity profile of our liabilities. This strategy has
helped us maintain liquidity during periods of weakness in the
capital markets, changes in our business or changes in our
credit ratings. Despite our diverse funding sources and
strategies, our ability to maintain liquidity may be affected by
certain risk factors. Refer to Risk Factors for further
discussion on risk factors.

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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

The following table summarizes our outstanding debt by funding
source, excluding Capmark balances, for the periods indicated:

|                                          |                                |               |         |              |  |  |         |          | 
|----------------------------------------- | ------------------------------ | ------------- | ------- | ------------ |  |  | ------- | -------- | 
|                                          |                                | 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.





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GMAC LLC

formation of ResCap. ResCap, an indirect wholly owned
subsidiary, was formed as the holding company of our residential
mortgage businesses and in the second quarter of 2005
successfully achieved an investment grade rating (separate from
us). To date, ResCap has issued $12.2 billion in public and
private unsecured debt and closed a $3.5 billion
syndication of its bank facilities. The syndication, which
closed in July 2005, consisted of a $1.75 billion
syndicated term loan; an $875 million syndicated line of
credit committed through July 2008 and an $875 million
syndicated line of credit committed through July 2007. In the
fourth quarter of 2005, ResCap filed a $12 billion shelf
registration statement in order to offer senior and/or
subordinated debt securities and has issued $7.2 billion in
unsecured debt to date from this shelf. In May 2006
$1.7 billion was issued from this shelf which was comprised
of two tranches, GBP 400 million and
EUR 750 million. The proceeds from bond transactions
were used to repay the intercompany subordinated note to us,
thus providing additional liquidity.

As previously disclosed, on March 23, 2006, we completed
the sale of 78% of our equity in GMAC Commercial Mortgage. Under
the terms of the transaction, we received $8.8 billion at
closing, which is comprised of sale proceeds and repayment of
intercompany debt, thereby increasing our liquidity position and
reducing the amount of funding required. Please refer to
Note 1 to the Condensed Consolidated Financial Statements
for further details.

The change in focus in the funding strategy has allowed us to
maintain adequate access to capital and a sufficient liquidity
position despite reductions in and limited access to traditional
unsecured funding sources (i.e., commercial paper, term debt,
bank loans and lines of credit) due to the deterioration in our
unsecured credit rating. Unsecured sources most impacted by the
reduction in our credit rating have been our commercial paper
programs, the term debt markets, certain bank loan arrangements
primarily at ResCap and our International Automotive operations,
as well as Fannie Mae custodial borrowing arrangements at ResCap.

A further reduction of our credit rating could increase
borrowing costs and further constrain our access to unsecured
debt markets, including capital markets for retail debt. In
addition, a further reduction of our credit ratings could
increase the possibility of additional terms and conditions in
any new or replacement financing arrangements and impact
elements of certain existing secured borrowing arrangements.
However, our funding strategy has increased our focus on
expanding and developing diversified secured funding sources and
increased use of automotive whole loan sales that are not
directly impacted by ratings on our unsecured debt.

With limited access to traditional unsecured funding sources,
management will continue to diversify and expand our use of
asset-backed funding, and we believe that our funding strategy
will provide sufficient access to the capital markets to meet
our short- and medium-term funding needs. Notwithstanding the
foregoing, management believes that the current ratings
situation and outlook increases the level of risk to our
long-term ability to sustain the current level of asset
originations. In an effort to mitigate this risk, on
April 3, 2006, GM announced that it agreed to sell a
51 percent controlling interest in us to a consortium led
by Cerberus Capital Management, which is expected to close in
the fourth quarter of this year. In addition to continuing to
enable us to support the sale of GM vehicles, the transaction is
intended to support our strategic goal of a stable investment
grade rating and profitable growth. In April 2006, in
conjunction with the announcement of the sale of 51% of GMAC, we
announced that we expected to arrange two asset-backed funding
facilities totaling up to $25 billion which would support
our ongoing business and enhance our liquidity position.
Citigroup has committed $12.5 billion in aggregate to these
two facilities. In August 2006, we closed on the first of the
two asset backed funding facilities, a three year,
$10 billion facility with a subsidiary of Citigroup. At
this time, GMAC is continuing to review its options for a second
asset-based facility, including the form of the facility, to
enhance our overall liquidity position. The funding facilities
are in addition to Citigroups initial equity investment in
us. There can be no assurance that the sale transaction will be
successful in achieving a stable investment grade rating and
therefore we plan to maintain the current conservative funding
strategy until risks to closing the transaction are reduced.

Credit Ratings

The cost and availability of unsecured financing is influenced
by credit ratings, which are intended to be an indicator of the
creditworthiness of a particular company, security, or
obligation. Lower ratings generally result in higher borrowing
costs as well as reduced access to capital markets. This is
particularly true for certain term debt institutional investors
whose investment guidelines require investment grade term
ratings and for short-term institutional investors (money
markets in particular) whose investment guidelines require the
two highest rating categories for short-term debt. Substantially
all of our debt has been rated by nationally recognized
statistical rating organizations. Concerns over the competitive
and financial strength of GM, including how it will fund its
health care liabilities and uncertainties at Delphi Corporation,
have resulted in a series of credit rating actions, which
commenced late in 2001. In the second and third quarters of
2005, Standard & Poors, Fitch and Moodys
downgraded our (excluding ResCap) senior debt to a
non-investment grade rating with DBRS continuing to maintain an
investment grade rating on our senior debt. As a result of
GMs announcement on October 17, 2005, that it
was exploring the possible sale of a controlling interest in us
to a strategic partner, the four rating agencies changed our
review status to either evolving or developing. On
March 16, 2006, Moodys placed our senior unsecured
ratings under review for a possible downgrade following
GMs announcement that it would delay filing its annual
report on
Form 10-K with the
SEC. Following

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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

the April 3, 2006 announcement by GM that it agreed to
sell a 51 percent controlling interest in us, Fitch revised
our rating watch status to Positive from Evolving, indicating
that the ratings may be upgraded or maintained at current levels.

The following summarizes our current ratings, outlook and the
date of last rating action by the respective nationally
recognized rating agencies.

|        |  |            |  |           |  |                    |  |                     |                         | 
|------- |  | ---------- |  | --------- |  | ------------------ |  | ------------------- | ----------------------- | 
|Rating  |  | Commercial |  | Senior    |  |                    |  |                    
|Agency  |  | Paper      |  | Debt      |  | Outlook            |  | Date of Last Action |                        
|       
|Fitch   |  | B          |  | BB        |  | Positive           |  |                     | September 26, 2005  (a) | 
|Moodys |  | 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) | Moodys 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 & Poors 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) | 
|Moodys |  | 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) | Moodys 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 & Poors 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



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC





Off-balance Sheet
    Arrangements

We use off-balance sheet entities as an integral part of our
operating and funding activities. For further discussion of our
use of off-balance sheet entities, refer to the Off-balance
Sheet Arrangements section in our 2005 Annual Report on
Form 10-K.

The following table, which excludes Capmark balances, summarizes
assets carried off-balance sheet in these entities.

|                                       |                            |               |        |              |  |  |        |      | 
|-------------------------------------- | -------------------------- | ------------- | ------ | ------------ |  |  | ------ | ---- | 
|                                       |                            | 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



Statement of Position 05-1 Accounting by
Insurance Enterprises for Deferred Acquisition Costs in
Connection with Modifications or Exchanges of Insurance
Contracts


Statement of Financial Accounting Standards
No. 155 Accounting for Certain
Hybrid Financial Instruments  an amendment of FASB
Statements No. 133 and 140


FASB Staff Position 
FIN 46(R)-6 Determining the Variability to Be
Considered in Applying FASB Interpretation No. 46(R


FASB Interpretation No. 48 Accounting for
Uncertainty in Income Taxes


37



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

represents a positive assertion by management that a company is
entitled to the economic benefits of a tax position. If a tax
position is not considered more-likely-than-not to be sustained
based solely on its technical merits, no benefits of the
position are to be recognized. Moreover, the
more-likely-than-not threshold must continue to be met in each
reporting period to support continued recognition of a benefit.
At adoption, companies must adjust their financial statements to
reflect only those tax positions that are more-likely-than-not
to be sustained as of the adoption date. Any necessary
adjustment would be recorded directly to retained earnings in
the period of adoption and reported as a change in accounting
principle. This Interpretation is effective as of the beginning
of the first fiscal year beginning after December 15, 2006.
Management is assessing the potential impact on our financial
condition or results of operations.

FASB Staff Position
(FSP) No. 13-2 
In July 2006 the FASB issued FSP
No. 13-2
Accounting for a Change or Projected Change in the Timing of
Cash Flows Relating to Income Taxes Generated by a Leveraged
Lease Transaction,
(FSP 13-2), which
amends SFAS No. 13, Accounting for Leases, by
requiring lessors to recalculate the rate of return and periodic
income allocation for leveraged-lease transactions when there is
a change or projected change in the timing of income tax cash
flows related to the lease.
FSP 13-2 requires
lessors to use the model in FIN 48 to determine the timing
and amount of expected tax cash flows in leveraged-lease
calculations and recalculations.
FSP 13-2 is
effective in the same period as FIN 48. At the date of
adoption, the lessor is required to reassess projected income
tax cash flows related to leveraged leases using the FIN 48
model for recognition and measurement. Revisions to the net
investment in a leverage lease required when
FSP 13-2 is
adopted would be recorded as an adjustment to the beginning
balance of retained earnings in the period of adoption and
reported as a change in accounting principle. Management is
assessing the potential impact on our financial condition or
results of operations.

SEC Staff Accounting Bulletin No. 108  In
September 2006 the SEC issued Staff Accounting Bulletin
(SAB) No. 108 Quantifying Financial
Misstatements, which expresses the Staffs views
regarding the process of quantifying financial statement
misstatements. Registrants are required to quantify the impact
of correcting all misstatements, including both the carryover
and reversing effects of prior year misstatements, on the
current year financial statements. The techniques most commonly
used in practice to accumulate and quantify misstatements are
generally referred to as the rollover (current year
income statement perspective) and iron curtain
(year-end balance perspective) approaches. The financial
statements would require adjustment when either approach results
in quantifying a misstatement that is material, after
considering all relevant quantitative and qualitative factors.
Management does not expect this guidance to have a material
effect on our current process for assessing and quantifying
financial statement misstatements.

SFAS No. 157  In September 2006 the
FASB issued SFAS No. 157 Fair Value
Measurements, which provides a definition of fair value,
establishes a framework for measuring fair value and requires
expanded disclosures about fair value measurements.
SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 12, 2007, and interim
periods within those years. The provisions of SFAS 157
should be applied prospectively. Management is assessing the
potential impact on our financial condition and results of
operations.

SFAS No. 158  In September 2006 the
FASB issued SFAS No. 158 Employers Accounting
for Defined Benefit Pension and Other Postretirement Plans,
which amends SFAS No. 87 Employers Accounting
for Pensions(SFAS No. 87), SFAS No. 88
Employers Accounting for Settlements and Curtailments
of Defined Benefit Pension Plans and for Termination Benefits(SFAS No. 88), SFAS No. 106
Employers Accounting for Postretirements Benefits Other
Than Pensions(SFAS No. 106), and
SFAS No. 132(R) Employers Disclosures about
Pensions and Other Postretirement Benefits (revised 2003)(SFAS 132(R)). This Statement requires companies to
recognize an asset or liability for the overfunded or
underfunded status of their benefit plans in their financial
statements. The asset or liability is the offset to other
comprehensive income, consisting of previously unrecognized
prior service costs and credits, actuarial gains or losses and
transition obligations and assets. SFAS 158 also requires
the measurement date for plan assets and liabilities to coincide
with the sponsors year end. The standard provides two
transition alternatives for companies to make the
measurement-date provisions. The recognition of asset and
liability related to funded status provision is effective for
fiscal years ending after December 15, 2006, and the change
in measurement is effective for fiscal years ending after
December 15, 2008. Management is assessing the potential
impact on our financial condition and results of operations.



Consolidated Operating
    Results

The following section provides a discussion of our consolidated
results of operations as displayed in the Condensed Consolidated
Statement of Income. The individual business segment sections of
this MD&A provide a further discussion of the operating
results.

Revenues

Total financing revenue increased by $624 million and
$1,547 million, respectively, in the third quarter and
first nine months of 2006, compared to the same period of 2005,
due to increases in auto financing revenue, operating lease
income, and mortgage consumer

38



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

interest income. Auto financing revenue benefited from strong
retail financing penetration and operating lease income
benefited due to the growth in the operating lease portfolio.
Mortgage consumer interest income benefited from mortgage
originations which increased slightly to $51.5 billion in
the third quarter from $51.3 billion in the prior period.
These increases were partially offset by a decline in mortgage
loans held for sale which declined due to the sale of Capmark.
Subsequent to the sale of Capmark on March 23, 2006, we
only recognize our approximately 22% equity interest versus a
year ago when Capmark was wholly-owned and fully consolidated in
our results.

Interest expense increased by $937 million and
$2,267 million in the third quarter and first nine months
of 2006, as compared with the same period in 2005. The increase
is primarily a result of the negative impact of higher funding
costs due to an increase in overall market interest rates. In
addition, a portion of the increase is due to an unfavorable
impact of $220 million related to our third-quarter debt
tender offer to repurchase $1 billion of zero coupon bonds.
The provision for credit losses increased for the third quarter
of 2006 by $101 million primarily due to increases in
provisions at both the Commercial Finance business and ResCap.
This increase was partially offset by lower provisions in the
auto finance business.

Insurance premiums and service revenue earned increased by 7%
and 10% in the third quarter and first nine months of 2006, as
compared with the same period in 2005. However, insurance
premiums and service revenue written declined slightly for the
third quarter and first nine months due to a lower volume of
policies written in the extended service contract business due
to lower penetration and GM retail vehicle sales.

Gains on sales of mortgage and automotive loans, net decreased
due to lower margins resulting from competitive pricing
pressures. Net loan servicing income decreased due to
unfavorable mortgage servicing asset valuations resulting from
lower long-term rates. The decline in net loan servicing was
partially offset by an increase in servicing fees resulting from
a higher volume of originations.

Investment income increased by $261 million and
$161 million in the third quarter and first nine months of
2006, as compared to the same period of the prior year. The
increase is primarily attributable to higher capital gains
recognized during the period at our Insurance operations. The
market value of the investment portfolio at our Insurance
operations was $8.0 billion at September 30, 2006,
compared to $7.8 billion at September 30, 2005. Gain
on sale of equity investments increased by $411 million in
the first nine months of 2006, as compared to the same period in
the prior year. The increase is primarily due to the sale of our
equity interest in a regional homebuilder during the second
quarter of 2006.

Expenses

Noninterest expense increased by 18% and 11%, in the third
quarter and first nine months of 2006, as compared to the same
period in the prior year. Depreciation expense on operating
lease assets increased during the third quarter and first nine
months of 2006, as a result of higher average operating lease
asset levels, as compared to the same period of 2005. In
addition, noninterest expense was negatively impacted in the
third quarter by non-cash goodwill and other intangible asset
impairment charges of $840 million related to the
Commercial Finance business. Part of the increase was offset by
lower compensation and benefits expenses at Capmark which was
fully consolidated in 2005 versus accounted for under the equity
method starting in March 2006.



Forward Looking Statements

The foregoing Managements Discussion and Analysis of
Financial Condition and Results of Operations and other portions
of this Form 10-Q
contains various 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 anticipate, estimate,
believe, expect, intend,
may, plan, project,
future and should and any similar
expressions are intended to identify forward-looking statements.
Forward-looking statements involve a number of risks,
uncertainties and other factors, including (but not limited to)
the Risk Factors described in Item 1A of our 2005
Form 10-K, as
updated in this
Form 10-Q, and
which may be revised or supplemented in subsequent reports on
SEC Forms 10-Q
and 8-K. Such
factors include, among others, the following:




    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;

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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC




    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.

40



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##### Table of Contents

Controls and Procedures

GMAC LLC











Controls and Procedures

We maintain disclosure controls and procedures (as defined in
Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act)), designed to ensure that information
required to be disclosed in reports filed under the Exchange Act
is recorded, processed, summarized and reported within the
specified time periods. As of the end of the period covered by
this report, our Principal Executive Officer and our Principal
Financial Officer evaluated, with the participation of our
management, the effectiveness of our disclosure controls and
procedures. Based on managements evaluation, GMACs
Principal Executive and Principal Financial Officer each
concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.

As previously disclosed in our
Form 10-K for the
year ended December 31, 2005, management had concluded that
the disclosure controls and procedures related to certain
mortgage loan operations of GMAC were not effective because of a
material weakness in internal control over financial reporting
with respect to the preparation, review, presentation and
disclosure of the consolidated statement of cash flows.

Subsequently, during 2006, management implemented enhancements
to our internal controls over financial reporting with respect
to the consolidated statement of cash flows. For example,
management is utilizing enhanced templates in the financial
reporting process which provide more detailed information about
cash flows and which facilitate identifying and isolating
non-cash amounts. GMAC
reporting units certify to the accuracy of cash flow data on a
quarterly basis, and internal quarterly accounting reviews have
been expanded to incorporate cash flow items. In addition, the
disclosure process for testing for GAAP compliance has been
revised to cover treatment of cash flows more thoroughly.
Management has assessed the operating effectiveness of these
enhanced internal controls and believe the material weakness has
been remediated.

There were no other changes in GMACs internal control over
financial reporting (as defined in
Rule 13a-15(f)
under the Exchange Act) that occurred during our most recent
fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.

41



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##### Table of Contents

Other Information

GMAC LLC







Legal Proceedings

We are subject to potential liability under laws and government
regulations and various claims and legal actions that are
pending or may be asserted against us. The following update
supplements our Legal Proceedings section in our 2005 Annual
Report on
Form 10-K. Please
refer to the Legal Proceedings section in our 2005 Annual Report
on Form 10-K, as
supplemented by our March 31 and June 30, 2006
Forms 10-Q, for
additional information regarding the items noted below and other
pending governmental proceedings, claims and legal actions.

In the previously reported bondholder class action, J&R
Marketing et al. v. General Motors Corporation,
et al., July 28, 2006, plaintiffs filed a
Consolidated Amended Complaint. The amended complaint mainly
differs from the initial complaint in that it asserts claims for
GMAC debt securities purchased during a different time period
(July 28, 2003 through November 9, 2005) and adds
additional underwriter defendants. No determination has been
made that the case may be maintained as a class action. The GM
and GMAC defendants intend to vigorously defend this action.







Risk Factors

There have been no material changes to the Risk Factors section
of our 2005 Annual Report on
Form 10-K as
supplemented by our March 31 and June 30, 2006
Forms 10-Q.

The following risk factors, which were disclosed in our 2005
Annual Report on
Form 10-K and
supplemented by our March 31 and June 30, 2006
Forms 10-Q have
not materially changed since we filed these reports. Please
refer to these reports for a complete discussion of these risk
factors.

Risks Related to Our Controlling Member


    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 ResCaps
    investment grade rating.Risks Related to Our Business


    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 GMs 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 subsidiarys 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.

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##### Table of Contents

Other Information

GMAC LLC




    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

None.







Exhibits

The exhibits listed on the accompanying Index of Exhibits are
filed as a part of this report. Such Index is incorporated
herein by reference.

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##### Table of Contents

Signatures

GMAC LLC

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized, this
7th day of November, 2006.

GMAC LLC

(Registrant)

/s/ Sanjiv Khattri



Sanjiv Khattri

Executive Vice President and

Chief Financial Officer

/s/ Linda K. Zukauckas



Linda K. Zukauckas

Vice President and Corporate Controller

44



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##### Table of Contents

Index of Exhibits

GMAC LLC

|        |  |                                                                                                                                                                                                     |  |                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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 Companys 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 Companys 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
    Companys 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
    Companys Registration Statement No. 33-4661;
    incorporated herein by reference.                                                    

45



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##### Table of Contents

Index of Exhibits

GMAC LLC

|                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                        |  |                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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
    Companys 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 Companys 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
    Companys 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



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##### Table of Contents

Exhibit 12

GMAC LLC



Ratio of Earnings to Fixed
    Charges

|                                                                                                       |  |      |         |   |      |  |        | 
|------------------------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- |  | ------ | 
|Nine months ended September 30, ($ in millions)                                                        |  | 2006 |         |   | 2005 | 
|                                                                                                       | 
|Earnings                                                                                               |  |      |         |   |      |  |        | 
|Consolidated net income                                                                                |  |      | $1,248  |   |      |  | $2,219 | 
|Provision for income taxes                                                                             |  |      | 815     |   |      |  | 1,147  | 
|Minority interest in consolidated
    subsidiaries and (income)/loss from equity investees             |  |      | (29     | ) |      |  | 5      | 
|                                                                                                      
|Consolidated income before income
    taxes, minority interest and (income)/loss from equity investees |  |      | 2,034   |   |      |  | 3,371  | 
|Fixed charges                                                                                          |  |      | 11,752  |   |      |  | 9,313  | 
|                                                                                                      
|Earnings available for fixed charges                                                                   |  |      | 13,786  |   |      |  | 12,684 | 
|Fixed charges                                                                                          |  |      |         |   |      |  |        | 
|Interest, discount, and issuance
    expense on debt                                                   |  |      | 11,686  |   |      |  | 9,239  | 
|Portion of rentals representative
    of the interest factor                                           |  |      | 66      |   |      |  | 74     | 
|                                                                                                      
|Total fixed charges                                                                                    |  |      | $11,752 |   |      |  | $9,313 | 
|Ratio of earnings to fixed charges                                                                     |  |      | 1.17    |   |      |  | 1.36   | 
|                                                                                                      



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##### Table of Contents

Exhibit 31.1

GMAC LLC

I, Eric A. Feldstein, certify that:



1.
    I have reviewed this report on
    Form 10-Q of GMAC
    LLC;2.
    Based on my knowledge, this report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;3.
    Based on my knowledge, the financial statements, and other
    financial information included in this report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this report;4.
    The registrants other certifying officer and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act
    Rules 13a-15(e)
    and 15d-15(e)) and
    internal control over financial reporting (as defined in
    Exchange Act
    Rules 13a-15(f)
    and 15d-15(f)) for the
    registrant and have:

a)
    designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our
    supervision, to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this report is being prepared;b)
    designed such internal control over financial reporting, or
    caused such internal control over financial reporting to be
    designed under our supervision, to provide reasonable assurance
    regarding the reliability of financial reporting and the
    preparation of financial statements for external purposes in
    accordance with generally accepted accounting principles;

c)
    evaluated the effectiveness of the registrants disclosure
    controls and procedures and presented in this report our
    conclusions about the effectiveness of the disclosure controls
    and procedures, as of the end of the period covered by this
    report based on such evaluation; and

d)
    disclosed in this report any change in the registrants
    internal control over financial reporting that occurred during
    the registrants most recent fiscal quarter that has
    materially affected, or is reasonably likely to materially
    affect, the registrants internal control over financial
    reporting; and

5.
    The registrants other certifying officer and I have
    disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the registrants
    auditors and the audit committee of registrants board of
    directors (or persons performing the equivalent function):

a)
    all significant deficiencies and material weaknesses in the
    design or operation of internal control over financial reporting
    which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; andb)
    any fraud, whether or not material, that involves management or
    other employees who have a significant role in the
    registrants internal control over financial reporting.Date: November 7, 2006

/s/ Eric A. Feldstein



Eric A. Feldstein

Chairman



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##### Table of Contents

Exhibit 31.2

GMAC LLC

I, Sanjiv Khattri, certify that:



1.
    I have reviewed this report on
    Form 10-Q of GMAC
    LLC;2.
    Based on my knowledge, this report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;3.
    Based on my knowledge, the financial statements, and other
    financial information included in this report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this report;4.
    The registrants other certifying officer and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act
    Rules 13a-15(e)
    and 15d-15(e)) and
    internal control over financial reporting (as defined in
    Exchange Act
    Rules 13a-5(f) and
    15d-15(f)) for the
    registrant and have:

a)
    designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our
    supervision, to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this report is being prepared;b)
    designed such internal control over financial reporting, or
    caused such internal control over financial reporting to be
    designed under our supervision, to provide reasonable assurance
    regarding the reliability of financial reporting and the
    preparation of financial statements for external purposes in
    accordance with generally accepted accounting principles;

c)
    evaluated the effectiveness of the registrants disclosure
    controls and procedures and presented in this report our
    conclusions about the effectiveness of the disclosure controls
    and procedures, as of the end of the period covered by this
    report based on such evaluation; and

d)
    disclosed in this report any change in the registrants
    internal control over financial reporting that occurred during
    the registrants most recent fiscal quarter that has
    materially affected, or is reasonably likely to materially
    affect, the registrants internal control over financial
    reporting; and

5.
    The registrants other certifying officer and I have
    disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the registrants
    auditors and the audit committee of registrants board of
    directors (or persons performing the equivalent function):

a)
    all significant deficiencies and material weaknesses in the
    design or operation of internal control over financial reporting
    which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; andb)
    any fraud, whether or not material, that involves management or
    other employees who have a significant role in the
    registrants internal control over financial reporting.Date: November 7, 2006

/s/ Sanjiv Khattri



Sanjiv Khattri

Executive Vice President and

Chief Financial Officer



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##### Table of Contents

Exhibit 32

GMAC LLC

Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to 18 U.S.C.
Section 1350

In connection with the Quarterly Report of GMAC LLC (the
Company) on
Form 10-Q for the
period ending September 30, 2006, as filed with the
Securities and Exchange Commission on the date hereof (the
Report), each of the undersigned officers of the Company,
certify, pursuant to 18 U.S.C. §1350, as adopted
pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to
the best of their knowledge:



1)
    The Report fully complies with the requirements of
    section 13(a) or 15(d) of the Securities Exchange Act of
    1934; and2)
    The information contained in the Report fairly presents, in all
    material respects, the financial condition and results of
    operations of the Company./s/ Eric A. Feldstein



Eric A. Feldstein

Chairman

November 7, 2006

/s/ Sanjiv Khattri



Sanjiv Khattri

Executive Vice President and

Chief Financial Officer

November 7, 2006

A signed original of this written statement required by
Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears
in typed form within the electronic version of this written
statement required by Section 906, has been provided to
GMAC LLC and will be furnished to the Securities and Exchange
Commission or its staff upon request.