##### 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 June 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








Non-accelerated




Reduced Disclosure Format









---



##### 

INDEX

GMAC LLC

|                                   |  |                                                                                                                               |    |      |    | 
|---------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                   |  |                                                                                                                               |    | Page |   
|                                   | 
|Part I 
    Financial Information |  |                                                                                                                               |    |     
|Item 1.                            |  | Financial Statements (unaudited)                                                                                              |    |      |    | 
|                                   |  | Condensed Consolidated Statement of Income for the Second
    Quarter and Six Months Ended June 30, 2006 and 2005             |    |      | 3  | 
|                                   |  | Condensed Consolidated Balance Sheet as of June 30, 2006,
    and December 31, 2005                                           |    |      | 4  | 
|                                   |  | Condensed Consolidated Statement of Changes in
    Stockholders Equity for the  
    Six Months Ended June 30, 2006 and 2005 |    |      | 5  | 
|                                   |  | Condensed Consolidated Statement of Cash Flows for the Six
    Months  
    Ended June 30, 2006 and 2005                      |    |      | 6  | 
|                                   |  | Notes to Condensed Consolidated Financial Statements                                                                          |    |      | 7  | 
|Item 2.                            |  | Managements Discussion and Analysis of Financial Condition
    and Results of Operations                                     |    |      | 22 | 
|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

|                                                        |                                                              |                |        |            |  |      |        |       |  |  |        |        |  |  |        |        | 
|------------------------------------------------------- | ------------------------------------------------------------ | -------------- | ------ | ---------- |  | ---- | ------ | ----- |  |  | ------ | ------ |  |  | ------ | ------ | 
|                                                        |                                                              | Second Quarter |        | Six Months
|                                                        |                                                              |                |        |           
|Period ended June 30, ($ in millions)                   |                                                              | 2006           |        | 2005       |  | 2006 |        | 2005 
|                                                       
|Revenue                                                 |                                                              |                |        |            |  |      |        |       |  |  |        |        |  |  |        |       
|Consumer                                                |                                                              |                | $2,548 |            |  |      | $2,471 |       |  |  | $5,114 |        |  |  | $4,990 |       
|Commercial                                              |                                                              |                | 782    |            |  |      | 748    |       |  |  | 1,508  |        |  |  | 1,371  |       
|Loans held for sale                                     |                                                              |                | 371    |            |  |      | 347    |       |  |  | 851    |        |  |  | 728    |       
|Operating leases                                        |                                                              |                | 2,026  |            |  |      | 1,751  |       |  |  | 3,954  |        |  |  | 3,416  |       
|                                                       
|                                                        | Total financing revenue                                      |                |        | 5,727      |  |      |        | 5,317 |  |  |        | 11,427 |  |  |        | 10,505 | 
|Interest and discount expense                           |                                                              |                | 3,819  |            |  |      | 3,050  |       |  |  | 7,380  |        |  |  | 6,051  |       
|                                                       
|                                                        | Net financing revenue before
    provision for credit losses |                |        | 1,908      |  |      |        | 2,267 |  |  |        | 4,047  |  |  |        | 4,454  | 
|Provision for credit losses                             |                                                              |                | 285    |            |  |      | 201    |       |  |  | 420    |        |  |  | 530    |       
|                                                       
|                                                        | Net financing revenue                                        |                |        | 1,623      |  |      |        | 2,066 |  |  |        | 3,627  |  |  |        | 3,924  | 
|Insurance premiums and service
    revenue earned       |                                                              |                | 1,052  |            |  |      | 927    |       |  |  | 2,062  |        |  |  | 1,847  |       
|Gain on sale of mortgage and
    automotive loans, net  |                                                              |                | 504    |            |  |      | 237    |       |  |  | 869    |        |  |  | 746    |       
|Servicing fees                                          |                                                              |                | 446    |            |  |      | 423    |       |  |  | 918    |        |  |  | 843    |       
|Amortization and impairment of
    servicing rights     |                                                              |                |       |            |  |      | (335   | )     |  |  | (23    | )      |  |  | (500   | )     
|Servicing asset valuation and hedge
    activities, net |                                                              |                | (171   | )          |  |      | 117    |       |  |  | (356   | )      |  |  | 94     |       
|Investment income                                       |                                                              |                | 297    |            |  |      | 403    |       |  |  | 555    |        |  |  | 653    |       
|Gain on sale of equity method
    investments, net      |                                                              |                | 411    |            |  |      |       |       |  |  | 411    |        |  |  |       |       
|Other income                                            |                                                              |                | 1,003  |            |  |      | 1,012  |       |  |  | 2,018  |        |  |  | 1,942  |       
|                                                       
|                                                        | Total net revenue                                            |                |        | 5,165      |  |      |        | 4,850 |  |  |        | 10,081 |  |  |        | 9,549  | 
|Expense                                                 |                                                              |                |        |            |  |      |        |       |  |  |        |        |  |  |        |       
|Depreciation expense on operating
    lease assets      |                                                              |                | 1,346  |            |  |      | 1,290  |       |  |  | 2,786  |        |  |  | 2,560  |       
|Compensation and benefits expense                       |                                                              |                | 665    |            |  |      | 772    |       |  |  | 1,383  |        |  |  | 1,583  |       
|Insurance losses and loss
    adjustment expenses       |                                                              |                | 653    |            |  |      | 597    |       |  |  | 1,250  |        |  |  | 1,185  |       
|Other operating expenses                                |                                                              |                | 1,171  |            |  |      | 979    |       |  |  | 2,344  |        |  |  | 1,906  |       
|                                                       
|                                                        | Total noninterest expense                                    |                |        | 3,835      |  |      |        | 3,638 |  |  |        | 7,763  |  |  |        | 7,234  | 
|Income before income tax
    expense                    |                                                              |                | 1,330  |            |  |      | 1,212  |       |  |  | 2,318  |        |  |  | 2,315  |       
|Income tax expense                                      |                                                              |                | 430    |            |  |      | 396    |       |  |  | 746    |        |  |  | 771    |       
|                                                       
|Net income                                              |                                                              |                | $900   |            |  |      | $816   |       |  |  | $1,572 |        |  |  | $1,544 |       
|                                                       



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##### Table of Contents

Condensed Consolidated Balance Sheet (unaudited)

GMAC LLC

|                                                                                                                      |                                              |          |          |              |  |  |          |          | 
|--------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | -------- | -------- | ------------ |  |  | -------- | -------- | 
|                                                                                                                      |                                              | June 30, |          | December 31,
|($ in millions)                                                                                                       |                                              | 2006     |          | 2005        
|                                                                                                                     
|Assets                                                                                                                |                                              |          |          |              |  |  |          |         
|Cash and cash equivalents                                                                                             |                                              |          | $17,186  |              |  |  | $15,424  |         
|Investment securities                                                                                                 |                                              |          | 18,808   |              |  |  | 18,207   |         
|Loans held for sale                                                                                                   |                                              |          | 20,455   |              |  |  | 21,865   |         
|Assets held for sale                                                                                                  |                                              |          |         |              |  |  | 19,030   |         
|Finance receivables and loans, net
    of unearned income                                                             |                                              |          |          |              |  |  |          |         
|                                                                                                                      | Consumer                                     |          |          | 134,736      |  |  |          | 140,411  | 
|                                                                                                                      | Commercial                                   |          |          | 47,568       |  |  |          | 44,574   | 
|Allowance for credit losses                                                                                           |                                              |          | (2,883   | )            |  |  | (3,116   | )       
|                                                                                                                     
|                                                                                                                      | Total finance receivables and
    loans, net |          |          | 179,421      |  |  |          | 181,869  | 
|Investment in operating leases, net                                                                                   |                                              |          | 34,495   |              |  |  | 31,211   |         
|Notes receivable from General Motors                                                                                  |                                              |          | 5,140    |              |  |  | 4,565    |         
|Mortgage servicing rights                                                                                             |                                              |          | 5,093    |              |  |  | 4,015    |         
|Premiums and other insurance
    receivables                                                                          |                                              |          | 2,147    |              |  |  | 1,873    |         
|Other assets                                                                                                          |                                              |          | 25,637   |              |  |  | 22,457   |         
|                                                                                                                     
|Total assets                                                                                                          |                                              |          | $308,382 |              |  |  | $320,516 |         
|                                                                                                                     
|                                                                                                                     
|Liabilities                                                                                                           |                                              |          |          |              |  |  |          |         
|Debt                                                                                                                  |                                              |          |          |              |  |  |          |         
|                                                                                                                      | Unsecured                                    |          |          | $122,833     |  |  |          | $133,269 | 
|                                                                                                                      | Secured                                      |          |          | 124,945      |  |  |          | 121,138  | 
|                                                                                                                     
|                                                                                                                      | Total debt                                   |          |          | 247,778      |  |  |          | 254,407  | 
|Interest payable                                                                                                      |                                              |          | 3,200    |              |  |  | 3,057    |         
|Liabilities related to assets held
    for sale                                                                       |                                              |          |         |              |  |  | 10,941   |         
|Unearned insurance premiums and
    service revenue                                                                   |                                              |          | 5,183    |              |  |  | 5,054    |         
|Reserves for insurance losses and
    loss adjustment expenses                                                        |                                              |          | 2,642    |              |  |  | 2,534    |         
|Accrued expenses and other
    liabilities                                                                            |                                              |          | 23,041   |              |  |  | 18,381   |         
|Deferred income taxes                                                                                                 |                                              |          | 4,463    |              |  |  | 4,364    |         
|                                                                                                                     
|Total liabilities                                                                                                     |                                              |          | 286,307  |              |  |  | 298,738  |         
|Stockholders
    equity                                                                                              |                                              |          |          |              |  |  |          |         
|Common stock, $.10 par value
    (10,000 shares authorized, 10 shares issued and
    outstanding) and paid-in capital |                                              |          | 5,760    |              |  |  | 5,760    |         
|Retained earnings                                                                                                     |                                              |          | 15,338   |              |  |  | 15,190   |         
|Accumulated other comprehensive
    income                                                                            |                                              |          | 977      |              |  |  | 828      |         
|                                                                                                                     
|Total stockholders equity                                                                                            |                                              |          | 22,075   |              |  |  | 21,778   |         
|                                                                                                                     
|Total liabilities and
    stockholders equity                                                                        |                                              |          | $308,382 |              |  |  | $320,516 |         
|                                                                                                                     



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##### Table of Contents

Condensed Consolidated Statement of Changes in

Stockholders Equity (unaudited)

GMAC LLC

|                                                                                                |                                                                                                 |      |         |      |   |  |         |   |  |  | 
|----------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ---- | ------- | ---- | - |  | ------- | - |  |  | 
|Six months ended June 30, ($ in millions)                                                       |                                                                                                 | 2006 |         | 2005 |   | 
|                                                                                               
|Common stock and paid-in
    capital                                                            |                                                                                                 |      |         |      |   |  |         |   |  | 
|Balance at beginning of year and at
    June 30,                                                |                                                                                                 |      | $5,760  |      |   |  | $5,760  |   |  | 
|                                                                                               
|Retained earnings                                                                               |                                                                                                 |      |         |      |   |  |         |   |  | 
|Balance at beginning of year                                                                    |                                                                                                 |      | 15,190  |      |   |  | 15,491  |   |  | 
|Net income                                                                                      |                                                                                                 |      | 1,572   |      |   |  | 1,544   |   |  | 
|Cumulative effect of a change in
    accounting principle, net of income taxes                  |                                                                                                 |      |         |      |   |  |         |   |  | 
|                                                                                                | Transfer of unrealized loss for
    certain available for sale securities to trading securities |      |         | (17  | ) |  |         |  |  |  | 
|                                                                                                | Recognize mortgage servicing rights
    at fair value                                           |      |         | 4    |   |  |         |  |  |  | 
|Dividends paid                                                                                  |                                                                                                 |      | (1,411  | )    |   |  | (1,000  | ) |  | 
|                                                                                               
|Balance at June 30,                                                                             |                                                                                                 |      | 15,338  |      |   |  | 16,035  |   |  | 
|                                                                                               
|Accumulated other comprehensive
    income (loss)                                               |                                                                                                 |      |         |      |   |  |         |   |  | 
|Balance at beginning of year                                                                    |                                                                                                 |      | 828     |      |   |  | 1,166   |   |  | 
|Other comprehensive income (loss)                                                               |                                                                                                 |      | 132     |      |   |  | (354    | ) |  | 
|Transfer of unrealized loss for
    certain available for sale securities to trading securities |                                                                                                 |      | 17      |      |   |  |        |   |  | 
|                                                                                               
|Balance at June 30,                                                                             |                                                                                                 |      | 977     |      |   |  | 812     |   |  | 
|                                                                                               
|Total stockholders
    equity                                                                  |                                                                                                 |      |         |      |   |  |         |   |  | 
|Balance at beginning of year                                                                    |                                                                                                 |      | 21,778  |      |   |  | 22,417  |   |  | 
|Net income                                                                                      |                                                                                                 |      | 1,572   |      |   |  | 1,544   |   |  | 
|Recognize mortgage servicing rights
    at fair value                                           |                                                                                                 |      | 4       |      |   |  |        |   |  | 
|Dividends paid                                                                                  |                                                                                                 |      | (1,411  | )    |   |  | (1,000  | ) |  | 
|Other comprehensive income (loss)                                                               |                                                                                                 |      | 132     |      |   |  | (354    | ) |  | 
|                                                                                               
|Total stockholders equity at
    June 30,                                                      |                                                                                                 |      | $22,075 |      |   |  | $22,607 |   |  | 
|                                                                                               
|Comprehensive income                                                                            |                                                                                                 |      |         |      |   |  |         |   |  | 
|Net income                                                                                      |                                                                                                 |      | $1,572  |      |   |  | $1,544  |   |  | 
|Other comprehensive income (loss)                                                               |                                                                                                 |      | 132     |      |   |  | (354    | ) |  | 
|Recognize mortgage servicing rights
    at fair value                                           |                                                                                                 |      | 4       |      |   |  |        |   |  | 
|                                                                                               
|Comprehensive income                                                                            |                                                                                                 |      | $1,708  |      |   |  | $1,190  |   |  | 
|                                                                                               



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##### Table of Contents

Condensed Consolidated Statement of Cash Flows (unaudited)

GMAC LLC

|                                                                            |  |      |         |      |  |  |         |   |  | 
|--------------------------------------------------------------------------- |  | ---- | ------- | ---- |  |  | ------- | - |  | 
|Six months ended June 30, ($ in millions)                                   |  | 2006 |         | 2005 |  | 
|                                                                           
|Operating activities                                                        |  |      |         |      |  |  |         |   |  | 
|Net cash used in operating
    activities                                   |  |      | ($4,471 | )    |  |  | ($4,226 | ) |  | 
|                                                                           
|Investing activities                                                        |  |      |         |      |  |  |         |   |  | 
|Purchases of available for sale
    securities                              |  |      | (11,416 | )    |  |  | (10,514 | ) |  | 
|Proceeds from sales of available
    for sale securities                    |  |      | 2,323   |      |  |  | 2,614   |   |  | 
|Proceeds from maturities of
    available for sale securities               |  |      | 7,912   |      |  |  | 4,509   |   |  | 
|Net increase in finance receivables
    and loans                           |  |      | (51,739 | )    |  |  | (43,950 | ) |  | 
|Proceeds from sales of finance
    receivables and loans                    |  |      | 63,595  |      |  |  | 63,205  |   |  | 
|Purchases of operating lease assets                                         |  |      | (9,070  | )    |  |  | (8,378  | ) |  | 
|Disposals of operating lease assets                                         |  |      | 3,411   |      |  |  | 3,156   |   |  | 
|Change in notes receivable from
    General Motors                          |  |      | (512    | )    |  |  | 549     |   |  | 
|Purchases of mortgage servicing
    rights, net                             |  |      | (55     | )    |  |  | (185    | ) |  | 
|Acquisitions of subsidiaries, net
    of cash acquired                      |  |      | (324    | )    |  |  |        |   |  | 
|Proceeds from sale of business
    units, net (a)                           |  |      | 8,550   |      |  |  |        |   |  | 
|Settlement of residual support and
    risk sharing obligations with GM (b) |  |      | 1,074   |      |  |  |        |   |  | 
|Other, net (c)                                                              |  |      | (585    | )    |  |  | (1,534  | ) |  | 
|                                                                           
|Net cash provided by investing
    activities                               |  |      | 13,164  |      |  |  | 9,472   |   |  | 
|                                                                           
|Financing activities                                                        |  |      |         |      |  |  |         |   |  | 
|Net change in short-term debt                                               |  |      | (6,927  | )    |  |  | (9,022  | ) |  | 
|Proceeds from issuance of long-term
    debt                                |  |      | 42,226  |      |  |  | 30,415  |   |  | 
|Repayments of long-term debt                                                |  |      | (43,205 | )    |  |  | (32,124 | ) |  | 
|Other financing activities                                                  |  |      | 1,918   |      |  |  | 3,619   |   |  | 
|Dividends paid                                                              |  |      | (1,411  | )    |  |  | (1,000  | ) |  | 
|                                                                           
|Net cash used in financing
    activities                                   |  |      | (7,399  | )    |  |  | (8,112  | ) |  | 
|                                                                           
|Effect of exchange rate changes on
    cash and cash equivalents            |  |      | 97      |      |  |  | (129    | ) |  | 
|                                                                           
|Net increase (decrease) in cash and
    cash equivalents                    |  |      | 1,391   |      |  |  | (2,995  | ) |  | 
|Cash and cash equivalents at
    beginning of year (d)                      |  |      | 15,795  |      |  |  | 22,718  |   |  | 
|                                                                           
|Cash and cash equivalents at
    June 30,                                   |  |      | $17,186 |      |  |  | $19,723 |   |  | 
|                                                                           

|    |                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes proceeds from sale of GMAC Commercial Mortgage of
    approximately $1.5 billion, 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 $491 and $778 for the six months ended June 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 $371 of cash and cash equivalents in GMAC Commercial
    Mortgage classified as assets held for sale as of
    December 31, 2005.                                                                                                                                                                                      



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

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





8-K 10-K).




Disclosures about Segments
of an Enterprise and Related Information


Change in Accounting Principle


Accounting for Servicing
of Financial Assets




7



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

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 June 30,
2006, these assets were valued at $5.1 billion and recorded
separately on our Condensed Consolidated Balance Sheet. Refer to
Note 6 for further information.

For our 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 June 30, 2006. Our auto
finance servicing assets and liabilities at
June 30, 2006, totaled $18 million and
$24 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
and 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
Accounting 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 interest 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. Management is assessing the potential
impact on our financial condition 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 of 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.
Management is assessing the potential impact on our financial
condition 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 it is
more-likely-than-not
to be sustained based solely on its 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 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.

8



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

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













9



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |                 
| | - |  |  | ----------------
|
| | 3 |  |  | Other
    Income



|                                                          |  |                |        |            |      |  |        |      |  |  |        |   |  |  |        |   |  | 
|--------------------------------------------------------- |  | -------------- | ------ | ---------- | ---- |  | ------ | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                                          |  | Second Quarter |        | Six Months
|                                                          |  |                |        |           
|Period ended June 30, ($ in millions)                     |  | 2006           |        |            | 2005 |  |        | 2006 |  |  | 2005   |   |  | 
|                                                         
|Interest on cash equivalents                              |  |                | 178    |            |      |  | 69     |      |  |  | 297    |   |  |  | 168    |   |  | 
|Interest on restricted cash deposits                      |  |                | 31     |            |      |  | 25     |      |  |  | 59     |   |  |  | 49     |   |  | 
|Real estate services                                      |  |                | 187    |            |      |  | 194    |      |  |  | 331    |   |  |  | 325    |   |  | 
|Interest and service fees on
    transactions with GM (a) |  |                | 147    |            |      |  | 123    |      |  |  | 294    |   |  |  | 233    |   |  | 
|Other interest revenue                                    |  |                | 128    |            |      |  | 101    |      |  |  | 249    |   |  |  | 195    |   |  | 
|Mortgage processing fees                                  |  |                | 37     |            |      |  | 106    |      |  |  | 106    |   |  |  | 198    |   |  | 
|Full service leasing fees                                 |  |                | 71     |            |      |  | 43     |      |  |  | 135    |   |  |  | 86     |   |  | 
|Late charges and other
    administrative fees            |  |                | 41     |            |      |  | 39     |      |  |  | 82     |   |  |  | 81     |   |  | 
|Insurance service fees                                    |  |                | 28     |            |      |  | 38     |      |  |  | 57     |   |  |  | 76     |   |  | 
|Factoring commissions                                     |  |                | 15     |            |      |  | 18     |      |  |  | 30     |   |  |  | 36     |   |  | 
|Specialty lending fees                                    |  |                | 15     |            |      |  | 14     |      |  |  | 30     |   |  |  | 29     |   |  | 
|Fair value adjustment on certain
    derivatives (b)      |  |                | (14    | )          |      |  | 5      |      |  |  | (22    | ) |  |  | (3     | ) |  | 
|Other                                                     |  |                | 139    |            |      |  | 237    |      |  |  | 370    |   |  |  | 469    |   |  | 
|                                                         
|Total other income                                        |  |                | $1,003 |            |      |  | $1,012 |      |  |  | $2,018 |   |  |  | $1,942 |   |  | 
|                                                         

|    |                                                                                                                                                | 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Refer to Note 9 to the Condensed Consolidated Financial
    Statements for a description of transactions with GM.                              | 
|(b) | Refer to Note 8 to our Condensed Consolidated Financial
    Statements for a description of derivative instruments and
    hedging activities. | 

| |   |  |  |                             
| | - |  |  | ----------------------------
|
| | 4 |  |  | Other Operating
    Expenses



|                                                   |  |                |        |  |            |  |      |      |  |  |        |   |  |  |        |   |  | 
|-------------------------------------------------- |  | -------------- | ------ |  | ---------- |  | ---- | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                                   |  | Second Quarter |        |  | Six Months
|                                                   |  |                |        |  |           
|Period ended June 30, ($ in millions)              |  | 2006           |        |  | 2005       |  |      | 2006 |  |  | 2005   |   |  | 
|                                                  
|Insurance commissions                              |  |                | $211   |  |            |  | $233 |      |  |  | $454   |   |  |  | $468   |   |  | 
|Technology and communications
    expense          |  |                | 134    |  |            |  | 143  |      |  |  | 265    |   |  |  | 282    |   |  | 
|Professional services                              |  |                | 111    |  |            |  | 100  |      |  |  | 216    |   |  |  | 205    |   |  | 
|Advertising and marketing                          |  |                | 92     |  |            |  | 108  |      |  |  | 176    |   |  |  | 211    |   |  | 
|Premises and equipment depreciation                |  |                | 62     |  |            |  | 67   |      |  |  | 126    |   |  |  | 140    |   |  | 
|Full service leasing vehicle
    maintenance costs |  |                | 63     |  |            |  | 58   |      |  |  | 123    |   |  |  | 119    |   |  | 
|Auto remarketing and repossession                  |  |                | 75     |  |            |  | 51   |      |  |  | 122    |   |  |  | 80     |   |  | 
|Rent and storage                                   |  |                | 54     |  |            |  | 65   |      |  |  | 121    |   |  |  | 132    |   |  | 
|Lease and loan administration                      |  |                | 53     |  |            |  | 50   |      |  |  | 107    |   |  |  | 93     |   |  | 
|Amortization of intangible assets                  |  |                | 5      |  |            |  | 3    |      |  |  | 12     |   |  |  | 6      |   |  | 
|Operating lease disposal loss (gain)               |  |                | 21     |  |            |  | (118 | )    |  |  | (28    | ) |  |  | (214   | ) |  | 
|Other                                              |  |                | 290    |  |            |  | 219  |      |  |  | 650    |   |  |  | 384    |   |  | 
|                                                  
|Total other operating expenses                     |  |                | $1,171 |  |            |  | $979 |      |  |  | $2,344 |   |  |  | $1,906 |   |  | 
|                                                  

10



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |                                  
| | - |  |  | ---------------------------------
|
| | 5 |  |  | Finance
    Receivables and Loans



|                                            |                                    |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |         |        | 
|------------------------------------------- | ---------------------------------- | ------------------------------- | -------- | ------- | ----------------- |  | ------- | ------- | ----- |  | -------- | ------- | ------ | ------- | -------- | ------- | ------ |  | ------- | ------- | ----- |  | -------- | ------- | ------ | 
|                                            |                                    | June 30, 2006                   |          |         | December 31, 2005 | 
|                                            |                                    |                                 |          |         |                   | 
|($ in millions)                             |                                    | Domestic                        |          |         | Foreign           |  |         | Total   |       |  | Domestic |         |        | Foreign |          |         | Total  | 
|                                           
|Consumer                                    |                                    |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |        
|                                            | Retail automotive                  |                                 |          | $43,749 |                   |  |         | $18,553 |       |  |          | $62,302 |        |         |          | $53,789 |        |  |         | $17,663 |       |  |          | $71,452 |       
|                                            | Residential mortgages              |                                 |          | 68,640  |                   |  |         | 3,794   |       |  |          | 72,434  |        |         |          | 65,040  |        |  |         | 3,919   |       |  |          | 68,959  |       
|                                           
|Total consumer                              |                                    |                                 | 112,389  |         |                   |  | 22,347  |         |       |  | 134,736  |         |        |         | 118,829  |         |        |  | 21,582  |         |       |  | 140,411  |        
|Commercial                                  |                                    |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |        
|                                            | Automotive:                        |                                 |          |         |                   |  |         |         |       |  |          |         |        |         |          |         |        |  |         |         |       |  |          |         |       
|                                            |                                    | Wholesale                       |          |         | 15,122            |  |         |         | 8,303 |  |          |         | 23,425 |         |          |         | 13,202 |  |         |         | 7,372 |  |          |         | 20,574 | 
|                                            |                                    | Leasing and lease financing     |          |         | 396               |  |         |         | 765   |  |          |         | 1,161  |         |          |         | 461    |  |         |         | 767   |  |          |         | 1,228  | 
|                                            |                                    | Term loans to dealers and other |          |         | 2,091             |  |         |         | 735   |  |          |         | 2,826  |         |          |         | 2,397  |  |         |         | 719   |  |          |         | 3,116  | 
|                                            | Commercial and industrial          |                                 |          | 14,961  |                   |  |         | 2,148   |       |  |          | 17,109  |        |         |          | 14,908  |        |  |         | 2,028   |       |  |          | 16,936  |       
|                                            | Real estate construction and other |                                 |          | 2,907   |                   |  |         | 140     |       |  |          | 3,047   |        |         |          | 2,601   |        |  |         | 119     |       |  |          | 2,720   |       
|                                           
|Total commercial                            |                                    |                                 | 35,477   |         |                   |  | 12,091  |         |       |  | 47,568   |         |        |         | 33,569   |         |        |  | 11,005  |         |       |  | 44,574   |        
|                                           
|Total finance receivables and
    loans (a) |                                    |                                 | $147,866 |         |                   |  | $34,438 |         |       |  | $182,304 |         |        |         | $152,398 |         |        |  | $32,587 |         |       |  | $184,985 |        
|                                           

|    |                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|(a) | Net of unearned income of $5,236 and $5,868 as of June 30,
    2006, and December 31, 2005, respectively.



|                                              |                                             |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |     |   |        |      |      |   |  | 
|--------------------------------------------- | ------------------------------------------- | -------- | ------ | ---------- | ---- | ----- | ---- | -------- | --- | ---------- | ------ | ----- | ---- | - | ------ | ---- | ---- | - | ---- | --- | --- | - | ------ | ---- | ---- | - |  | 
|                                              |                                             | 2006     |        | 2005      
|                                              |                                             |          |        |           
|Second quarter ended June 30, ($ in millions) |                                             | Consumer |        | Commercial |      | Total |      | Consumer |     | Commercial |        | Total |      |  
|                                             
|Allowance at beginning of period              |                                             |          | $2,542 |            |      |       | $368 |          |     |            | $2,910 |       |      |   | $2,909 |      |      |   | $463 |     |     |   | $3,372 |      |      |  
|                                              | Provision for credit losses (a)             |          |        | 258        |      |       |      | 30       |     |            |        | 288   |      |   |        | 174  |      |   |      | 21  |     |   |        | 195  |      |   | 
|                                              | Charge-offs                                 |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |     |   |        |      |      |   | 
|                                              |                                             | Domestic |        |            | (320 | )     |      |          | (24 | )          |        |       | (344 | ) |        |      | (323 | ) |      |     | (16 | ) |        |      | (339 | ) |  | 
|                                              |                                             | Foreign  |        |            | (39  | )     |      |          | (3  | )          |        |       | (42  | ) |        |      | (52  | ) |      |     | (8  | ) |        |      | (60  | ) |  | 
|                                             
|                                              | Total charge-offs                           |          |        | (359       | )    |       |      | (27      | )   |            |        | (386  | )    |   |        | (375 | )    |   |      | (24 | )   |   |        | (399 | )    |   | 
|                                             
|                                              | Recoveries                                  |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |     |   |        |      |      |   | 
|                                              |                                             | Domestic |        |            | 50   |       |      |          | 2   |            |        |       | 52   |   |        |      | 32   |   |      |     | 2   |   |        |      | 34   |   |  | 
|                                              |                                             | Foreign  |        |            | 11   |       |      |          |    |            |        |       | 11   |   |        |      | 14   |   |      |     | 1   |   |        |      | 15   |   |  | 
|                                             
|                                              | Total recoveries                            |          |        | 61         |      |       |      | 2        |     |            |        | 63    |      |   |        | 46   |      |   |      | 3   |     |   |        | 49   |      |   | 
|                                             
|                                              | Net charge-offs                             |          |        | (298       | )    |       |      | (25      | )   |            |        | (323  | )    |   |        | (329 | )    |   |      | (21 | )   |   |        | (350 | )    |   | 
|                                              | Impacts of foreign currency
    translation |          |        | 6          |      |       |      | 1        |     |            |        | 7     |      |   |        | (1   | )    |   |      | (13 | )   |   |        | (14  | )    |   | 
|                                              | Securitization activity                     |          |        | 1          |      |       |      |         |     |            |        | 1     |      |   |        | (1   | )    |   |      | (2  | )   |   |        | (3   | )    |   | 
|                                             
|Allowance at June 30                          |                                             |          | $2,509 |            |      |       | $374 |          |     |            | $2,883 |       |      |   | $2,752 |      |      |   | $448 |     |     |   | $3,200 |      |      |  
|                                             

|    |                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Capmark activity excluded in the commercial column of $0 and $6
    at June 30, 2006 and 2005, respectively. Refer to
    Note 1 to the Condensed Consolidated Financial Statements
    for further details.

11



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

|                                          |                                             |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |     |   |        |      |      |   |  | 
|----------------------------------------- | ------------------------------------------- | -------- | ------ | ---------- | ---- | ----- | ---- | -------- | --- | ---------- | ------ | ----- | ---- | - | ------ | ---- | ---- | - | ---- | --- | --- | - | ------ | ---- | ---- | - |  | 
|                                          |                                             | 2006     |        | 2005      
|                                          |                                             |          |        |           
|Six months ended June 30, ($ in millions) |                                             | Consumer |        | Commercial |      | Total |      | Consumer |     | Commercial |        | Total |      |  
|                                         
|Allowance at beginning of period          |                                             |          | $2,683 |            |      |       | $433 |          |     |            | $3,116 |       |      |   | $2,951 |      |      |   | $464 |     |     |   | $3,415 |      |      |  
|                                          | Provision for credit losses (a)             |          |        | 415        |      |       |      | 5        |     |            |        | 420   |      |   |        | 479  |      |   |      | 31  |     |   |        | 510  |      |   | 
|                                          | Charge-offs                                 |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |     |   |        |      |      |   | 
|                                          |                                             | Domestic |        |            | (641 | )     |      |          | (70 | )          |        |       | (711 | ) |        |      | (669 | ) |      |     | (23 | ) |        |      | (692 | ) |  | 
|                                          |                                             | Foreign  |        |            | (85  | )     |      |          | (4  | )          |        |       | (89  | ) |        |      | (102 | ) |      |     | (9  | ) |        |      | (111 | ) |  | 
|                                         
|                                          | Total charge-offs                           |          |        | (726       | )    |       |      | (74      | )   |            |        | (800  | )    |   |        | (771 | )    |   |      | (32 | )   |   |        | (803 | )    |   | 
|                                         
|                                          | Recoveries                                  |          |        |            |      |       |      |          |     |            |        |       |      |   |        |      |      |   |      |     |     |   |        |      |      |   | 
|                                          |                                             | Domestic |        |            | 103  |       |      |          | 6   |            |        |       | 109  |   |        |      | 79   |   |      |     | 4   |   |        |      | 83   |   |  | 
|                                          |                                             | Foreign  |        |            | 24   |       |      |          | 3   |            |        |       | 27   |   |        |      | 28   |   |      |     | 1   |   |        |      | 29   |   |  | 
|                                         
|                                          | Total recoveries                            |          |        | 127        |      |       |      | 9        |     |            |        | 136   |      |   |        | 107  |      |   |      | 5   |     |   |        | 112  |      |   | 
|                                         
|                                          | Net charge-offs                             |          |        | (599       | )    |       |      | (65      | )   |            |        | (664  | )    |   |        | (664 | )    |   |      | (27 | )   |   |        | (691 | )    |   | 
|                                          | Impacts of foreign currency
    translation |          |        | 8          |      |       |      | 1        |     |            |        | 9     |      |   |        | (12  | )    |   |      | (16 | )   |   |        | (28  | )    |   | 
|                                          | Securitization activity                     |          |        | 2          |      |       |      |         |     |            |        | 2     |      |   |        | (2   | )    |   |      | (4  | )   |   |        | (6   | )    |   | 
|                                         
|Allowance at June 30                      |                                             |          | $2,509 |            |      |       | $374 |          |     |            | $2,883 |       |      |   | $2,752 |      |      |   | $448 |     |     |   | $3,200 |      |      |  
|                                         

|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Capmark activity excluded in the commercial column of $3 and $20
    at June 30, 2006 and 2005, respectively. Refer to
    Note 1 to the Condensed Consolidated Financial Statements
    for further details.

| |   |  |  |                              
| | - |  |  | -----------------------------
|
| | 6 |  |  | Mortgage
    Servicing Rights



|                                                      |                                                                                   |       |       |      |   |  | 
|----------------------------------------------------- | --------------------------------------------------------------------------------- | ----- | ----- | ---- | - |  | 
|($ in millions)                                       |                                                                                   | Total |       |     
|                                                     
|Estimated fair value at
    January 1, 2006           |                                                                                   | $     | 4,021 |      |   | 
|Additions obtained from sales of
    financial assets |                                                                                   |       | 770   |      |   | 
|Additions from purchases of
    servicing rights      |                                                                                   |       | 5     |      |   | 
|Changes in fair value:                                |                                                                                   |       |       |      |   | 
|                                                      | Due to changes in valuation inputs
    or assumptions used in the valuation model |       |       | 654  |   |  | 
|                                                      | Other changes in fair value                                                       |       |       | (357 | ) |  | 
|                                                     
|Estimated fair value at
    June 30, 2006             |                                                                                   | $     | 5,093 |      |   | 
|                                                     





|                           |  |       |             |  |  | 
|-------------------------- |  | ----- | ----------- |  |  | 
|June 30, 2006              |  | Total |             | 
|                          
|Range of prepayment speeds |  |       | 7.0 - 38.5% |  |  | 
|Range of discount rates    |  |       | 8.0 - 14.0% |  |  | 
|                          



12



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

The components of servicing fees were as follows for the six
months ended June 30, 2006:

|                                                                                  |  |       |      |  |  | 
|--------------------------------------------------------------------------------- |  | ----- | ---- |  |  | 
|($ in millions)                                                                   |  | Total |      | 
|                                                                                 
|Contractual servicing fees (net of
    guarantee fees and including subservicing) |  |       | $640 |  |  | 
|Late fees                                                                         |  |       | 62   |  |  | 
|Ancillary fees                                                                    |  |       | 59   |  |  | 
|                                                                                 
|Total                                                                             |  |       | $761 |  |  | 
|                                                                                 





|                                             |  |      |        |   |  | 
|-------------------------------------------- |  | ---- | ------ | - |  | 
|($ in millions)                              |  | 2005 |        |  
|                                            
|Balance at January 1, 2005                   |  |      | $4,819 |   |  | 
|Originations and purchases, net of
    sales |  |      | 784    |   |  | 
|Amortization                                 |  |      | (541   | ) |  | 
|SFAS 133 hedge valuation
    adjustments     |  |      | (338   | ) |  | 
|Other than temporary impairment              |  |      | (21    | ) |  | 
|                                            
|Balance at June 30, 2005                     |  |      | 4,703  |   |  | 
|Valuation allowance                          |  |      | (867   | ) |  | 
|                                            
|Carrying value at June 30, 2005              |  |      | $3,836 |   |  | 
|                                            
|Estimated fair value at
    June 30, 2005    |  |      | $3,925 |   |  | 
|                                            



|                                           |  |      |      |   |  | 
|------------------------------------------ |  | ---- | ---- | - |  | 
|($ in millions)                            |  | 2005 |      |  
|                                          
|Valuation allowance at
    January 1, 2005 |  |      | $929 |   |  | 
|Deductions (a)                             |  |      | (41  | ) |  | 
|Other than temporary impairment            |  |      | (21  | ) |  | 
|                                          
|Valuation allowance at
    June 30, 2005   |  |      | $867 |   |  | 
|                                          

|    |                                                                                                                         | 
|--- | ----------------------------------------------------------------------------------------------------------------------- | 
|(a) | Changes to the valuation allowance are reflected as a component
    of amortization and impairment of servicing rights. | 



13



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |   |  |  |     
| | - |  |  | ----
|
| | 7 |  |  | Debt



|                          |                                         |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |        |         | 
|------------------------- | --------------------------------------- | ------------------- | -------- | ------ | ----------------- |  | ------- | ----- | ------ |  | -------- | ------ | ------- | ------- | -------- | ------ | ------- |  | ------- | ----- | ------ |  | -------- | ------ | ------- | 
|                          |                                         | June 30, 2006       |          |        | December 31, 2005 | 
|                          |                                         |                     |          |        |                   | 
|($ in millions)           |                                         | Domestic            |          |        | Foreign           |  |         | Total |        |  | Domestic |        |         | Foreign |          |        | Total   | 
|                          |                                        
|Short-term debt           |                                         |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |       
|                          | Commercial paper                        |                     |          | $283   |                   |  |         | $567  |        |  |          | $850   |         |         |          | $227   |         |  |         | $297  |        |  |          | $524   |        
|                          | Demand notes                            |                     |          | 5,325  |                   |  |         | 120   |        |  |          | 5,445  |         |         |          | 5,928  |         |  |         | 119   |        |  |          | 6,047  |        
|                          | Bank loans and overdrafts               |                     |          | 1,023  |                   |  |         | 4,379 |        |  |          | 5,402  |         |         |          | 1,165  |         |  |         | 5,487 |        |  |          | 6,652  |        
|                          | Repurchase agreements and
    other (a) |                     |          | 19,727 |                   |  |         | 4,552 |        |  |          | 24,279 |         |         |          | 22,330 |         |  |         | 5,954 |        |  |          | 28,284 |        
|                         
|Total short-term debt     |                                         |                     | 26,358   |        |                   |  | 9,618   |       |        |  | 35,976   |        |         |         | 29,650   |        |         |  | 11,857  |       |        |  | 41,507   |       
|Long-term debt            |                                         |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |       
|                          | Senior indebtedness:                    |                     |          |        |                   |  |         |       |        |  |          |        |         |         |          |        |         |  |         |       |        |  |          |        |        
|                          |                                         | Due within one year |          |        | 29,409            |  |         |       | 12,722 |  |          |        | 42,131  |         |          |        | 31,286  |  |         |       | 10,443 |  |          |        | 41,729  | 
|                          |                                         | Due after one year  |          |        | 145,369           |  |         |       | 25,499 |  |          |        | 170,868 |         |          |        | 147,307 |  |         |       | 23,862 |  |          |        | 171,169 | 
|                         
|Total long-term debt      |                                         |                     | 174,778  |        |                   |  | 38,221  |       |        |  | 212,999  |        |         |         | 178,593  |        |         |  | 34,305  |       |        |  | 212,898  |       
|Fair value adjustment (b) |                                         |                     | (1,176   | )      |                   |  | (21     | )     |        |  | (1,197   | )      |         |         |         |        |         |  | 2       |       |        |  | 2        |       
|                         
|Total debt                |                                         |                     | $199,960 |        |                   |  | $47,818 |       |        |  | $247,778 |        |         |         | $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) | To adjust designated fixed rate debt to fair value in accordance
    with SFAS 133.                                                                                                                                                                                                                         



|                                                                |       |               |         |                   |  |        |         |          |  |  |         |          |  |  |         |          | 
|--------------------------------------------------------------- | ----- | ------------- | ------- | ----------------- |  | ------ | ------- | -------- |  |  | ------- | -------- |  |  | ------- | -------- | 
|                                                                |       | June 30, 2006 |         | December 31, 2005
|                                                                |       |               |         |                  
|                                                                |       |               |         | Related           |  |        |         | Related 
|                                                                |       |               |         | secured           |  |        |         | secured 
|($ in millions)                                                 |       | Assets        |         | debt (a)          |  | Assets |         | debt (a)
|                                                               
|Loans held for sale                                             |       |               | $15,701 |                   |  |        | $13,187 |          |  |  | $16,147 |          |  |  | $12,647 |         
|Mortgage assets held for investment
    and lending receivables |       |               | 83,544  |                   |  |        | 71,256  |          |  |  | 78,820  |          |  |  | 71,083  |         
|Retail automotive finance
    receivables                       |       |               | 18,837  |                   |  |        | 17,138  |          |  |  | 20,427  |          |  |  | 18,888  |         
|Wholesale automotive finance
    receivables                    |       |               | 472     |                   |  |        | 337     |          |  |  |        |          |  |  |        |         
|Investment securities                                           |       |               | 3,002   |                   |  |        | 3,955   |          |  |  | 3,631   |          |  |  | 4,205   |         
|Investment in operating leases, net                             |       |               | 18,204  |                   |  |        | 15,839  |          |  |  | 13,136  |          |  |  | 11,707  |         
|Real estate investments and other
    assets                    |       |               | 5,824   |                   |  |        | 3,233   |          |  |  | 4,771   |          |  |  | 2,608   |         
|                                                               
|                                                                | Total |               |         | $145,584          |  |        |         | $124,945 |  |  |         | $136,932 |  |  |         | $121,138 | 
|                                                               

|    |                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Included as part of secured debt are repurchase agreements of
    $9,647 and $9,897 where we have pledged assets, reflected as
    investment securities as collateral for approximately the same
    amount of debt at June 30, 2006, and December 31,
    2005, respectively.

14



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

Liquidity Facilities

Liquidity facilities represent additional funding sources, if
required. The financial institutions providing the uncommitted
facilities are not legally obligated to fund such amounts. The
following table summarizes the liquidity facilities maintained
by us, excluding Capmark.

|                                |                                                                                 |            |        |             |  |                 |        |                  |  |         |      |         |  |         |      |         |  |  |        |      |  |  |        |      |  |  |        |      |  |  |        |      | 
|------------------------------- | ------------------------------------------------------------------------------- | ---------- | ------ | ----------- |  | --------------- | ------ | ---------------- |  | ------- | ---- | ------- |  | ------- | ---- | ------- |  |  | ------ | ---- |  |  | ------ | ---- |  |  | ------ | ---- |  |  | ------ | ---- | 
|                                |                                                                                 | Committed  |        | Uncommitted |  | Total liquidity |        | Unused liquidity
|                                |                                                                                 | facilities |        | facilities  |  | facilities      |        | facilities      
|                                |                                                                                 |            |        |             |  |                 |        |                 
|                                |                                                                                 | Jun 30,    |        | Dec 31,     |  | Jun 30,         |        | Dec 31,          |  | Jun 30, |      | Dec 31, |  | Jun 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 | 
|Mortgage operations (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)                                                    |            |        | 2.5         |  |                 |        | 2.9              |  |         |      | 8.2     |  |         |      | 7.5     |  |  |        | 10.7 |  |  |        | 10.4 |  |  |        | 2.1  |  |  |        | 1.7  | 
|                               
|Total bank liquidity facilities |                                                                                 |            | 35.3   |             |  |                 | 35.7   |                  |  |         | 9.1  |         |  |         | 8.4  |         |  |  | 44.4   |      |  |  | 44.1   |      |  |  | 33.5   |      |  |  | 32.8   |     
|                               
|Secured funding facilities (e)  |                                                                                 |            | 109.3  |             |  |                 | 114.9  |                  |  |         |     |         |  |         |     |         |  |  | 109.3  |      |  |  | 114.9  |      |  |  | 67.5   |      |  |  | 79.1   |     
|                               
|Total                           |                                                                                 |            | $144.6 |             |  |                 | $150.6 |                  |  |         | $9.1 |         |  |         | $8.4 |         |  |  | $153.7 |      |  |  | $159.0 |      |  |  | $101.0 |      |  |  | $111.9 |     
|                               

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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) | In July 2005 ResCap closed a $3.5 syndication of its bank
    facilities, consisting of a $1.75 syndication term loan, a $0.9
    syndication line of credit committed through July 2008 and a
    $0.9 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 June 30, 2006, NCAT had commercial
    paper outstanding of $11.8, which is not consolidated in the
    Condensed Consolidated Balance Sheet. At June 30, 2006,
    MINT had commercial paper outstanding of $1.9, 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) | Consists of committed and uncommitted 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 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.                                                                                                                                                                                                                                                            

five-year 364-day 8-K 364-day


15



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

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

10-K




|                                                  |                                                  |                               |       |            |     |      |      |      |   |                                 |       |      |     |   |       |      |    |   |                                                         |             
|------------------------------------------------- | ------------------------------------------------ | ----------------------------- | ----- | ---------- | --- | ---- | ---- | ---- | - | ------------------------------- | ----- | ---- | --- | - | ----- | ---- | -- | - | ------------------------------------------------------- | ------------
|                                                  |                                                  | Second Quarter                |       | Six Months |     |     
|Period ended June 30,                             |                                                  |                               |       |            |     |     
|($ in millions)                                   |                                                  | 2006                          |       | 2005       |     | 2006 |      | 2005 |   | Income Statement Classification
|                                                 
|Fair value hedge ineffectiveness
    gain (loss): |                                                  |                               |       |            |     |      |      |      |   |                                 |       |      |     |   |       |      |    |  
|                                                  | Debt obligations                                 |                               |       | ($19       | )   |      |      | $39  |   |                                 |       | ($44 | )   |   |       | $34  |    |   | Interest and discount expense                          
|                                                  | Mortgage servicing rights                        |                               |       |           |     |      |      | 36   |   |                                 |       |     |     |   |       | 9    |    |   | Servicing asset valuation and hedge
    activities, net
|                                                  | Loans held for sale                              |                               |       | 1          |     |      |      | (14  | ) |                                 |       | 1    |     |   |       | (15  | )  |   | Gain on sale of mortgage and
    automotive loans, net 
|Cash flow hedge ineffectiveness
    gain (loss):  |                                                  |                               |       |            |     |      |      |      |   |                                 |       |      |     |   |       |      |    |  
|                                                  | Debt obligations                                 |                               |       |           |     |      |      | (5   | ) |                                 |       | 1    |     |   |       | (2   | )  |   | Interest and discount expense                          
|Economic hedge change in fair value:              |                                                  |                               |       |            |     |      |      |      |   |                                 |       |      |     |   |       |      |    |  
|                                                  | Off-balance sheet securitization
    activities: |                               |       |            |     |      |      |      |   |                                 |       |      |     |   |       |      |    |   |                                                        
|                                                  |                                                  | Automotive Finance operations |       |            | (13 | )    |      |      | 5 |                                 |       |      | (21 | ) |       |      | (3 | ) |                                                         | Other income
|                                                  |                                                  | Mortgage operations           |       |            |    |      |      |      |  |                                 |       |      |    |   |       |      | 1  |   |                                                         | Other Income
|                                                  | Foreign currency debt (a)                        |                               |       | 6          |     |      |      | (71  | ) |                                 |       | 58   |     |   |       | (161 | )  |   | Interest and discount expense                          
|                                                  | Loans held for sale or investment                |                               |       | 48         |     |      |      | (94  | ) |                                 |       | 158  |     |   |       | (40  | )  |   | Gain on sale of mortgage and
    automotive loans, net 
|                                                  | Mortgage servicing rights                        |                               |       | (275       | )   |      |      | 75   |   |                                 |       | (656 | )   |   |       | 39   |    |   | Servicing asset valuation and hedge
    activities, net
|                                                  | Mortgage related securities                      |                               |       | (23        | )   |      |      | 9    |   |                                 |       | (30  | )   |   |       | (34  | )  |   | Investment income                                      
|                                                  | Other                                            |                               |       | 10         |     |      |      | (30  | ) |                                 |       | 27   |     |   |       | (18  | )  |   | Other income                                           
|                                                  |                                                  |                              
|Total loss                                        |                                                  |                               | ($265 | )          |     |      | ($50 | )    |   |                                 | ($506 | )    |     |   | ($190 | )    |    |  
|                                                 

|    |                                                                                                                                                                       | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Amount represents the difference between the changes in the fair
    values of the currency swap, net of the revaluation of the
    related foreign denominated debt. | 



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



16



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

Balance Sheet

A summary of the balance sheet effect of transactions with GM
and affiliated companies is as follows:

|                                                              |                                                        |          |       |              |   |  |       |        |  
|------------------------------------------------------------- | ------------------------------------------------------ | -------- | ----- | ------------ | - |  | ----- | ------ | -
|                                                              |                                                        | June 30, |       | December 31,
|($ in millions)                                               |                                                        | 2006     |       | 2005        
|                                                             
|Assets:                                                       |                                                        |          |       |              |   |  |       |       
|Finance receivables and loans, net
    of unearned income (a) |                                                        |          |       |              |   |  |       |       
|                                                              | Wholesale auto financing                               |          |       | $995         |   |  |       | $1,159 |  
|                                                              | Term loans to dealers                                  |          |       | 185          |   |  |       | 207    |  
|Investment in operating leases, net
    (b)                   |                                                        |          | 305   |              |   |  | 286   |       
|Notes receivable from GM (c)                                  |                                                        |          | 5,140 |              |   |  | 4,565 |       
|Other assets                                                  |                                                        |          |       |              |   |  |       |       
|                                                              | Real estate synthetic lease (d)                        |          |       | 1,028        |   |  |       | 1,005  |  
|                                                              | Receivable related to taxes (due
    from GM) (e)      |          |       | 708          |   |  |       | 690    |  
|Liabilities:                                                  |                                                        |          |       |              |   |  |       |       
|Unsecured debt                                                |                                                        |          |       |              |   |  |       |       
|                                                              | Notes payable to GM                                    |          |       | 1,129        |   |  |       | 1,190  |  
|Accrued expenses and liabilities (f)                          |                                                        |          |       |              |   |  |       |       
|                                                              | Wholesale payable                                      |          |       | 703          |   |  |       | 802    |  
|                                                              | Subvention receivables (rate and
    residual support) |          |       | (428         | ) |  |       | (133   | )
|                                                              | Insurance premium and contract
    receivable, net     |          |       | (61          | ) |  |       | (81    | )
|                                                              | Lease pull ahead receivable                            |          |       | (106         | ) |  |       | (189   | )
|                                                              | Other payable (receivable)                             |          |       | 39           |   |  |       | (246   | )
|Stockholders equity:                                         |                                                        |          |       |              |   |  |       |       
|                                                              | Dividends paid (g)                                     |          |       | 1,411        |   |  |       | 2,500  |  
|                                                             

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Represents wholesale financing and term loans to certain
    dealerships wholly owned by GM or in which GM has a controlling
    interest. All of these amounts are included in finance
    receivables and loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|(b) | Includes net balance of 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. 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 GMAC
    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
    June 30, 2006, and December 31, 2005, were $997 and
    $971, respectively. It is anticipated that prior to the closing
    of the GMAC majority sale transaction, GMAC will dividend the
    properties back to GM at the then current net book value. The
    lease arrangement will then be terminated and no further lease
    payments or advances will be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|(e) | At June 30, 2006 we carried an intercompany tax receivable from
    GM of $708 million. 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 $629, charitable contributions
    carryforwards of $12 and foreign tax credit carryforwards of
    $67. 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 notes payable due from GM, which are included in accrued
    expenses, and other liabilities and debt, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|(g) | The 2005 amount represents dividends of $500 million in
    each of the first three quarters and $1.0 billion in the
    fourth quarter. The 2006 amount represents dividends of
    $1.4 billion in the second quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 

17



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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, were as follows:

|                                                    |                           |      |  |      |   |  |  |    |   |  | 
|--------------------------------------------------- | ------------------------- | ---- |  | ---- | - |  |  | -- | - |  | 
|Six months ended June 30,                           |                           | 2006 |  | 2005 |   | 
|                                                   
|GM and affiliates subvented
    contracts acquired: |                           |      |  |      |   |  |  |    |   | 
|                                                    | North American operations |      |  | 89   | % |  |  | 76 | % |  | 
|                                                    | International operations  |      |  | 57   | % |  |  | 59 | % |  | 
|                                                   



Income Statement




|                                      |                                                              |                |  |            |   |      |  |      |   |  |  |      |   |  |  |      |   |  | 
|------------------------------------- | ------------------------------------------------------------ | -------------- |  | ---------- | - | ---- |  | ---- | - |  |  | ---- | - |  |  | ---- | - |  | 
|                                      |                                                              | Second Quarter |  | Six Months |   |     
|                                      |                                                              |                |  |            |   |     
|Period ended June 30, ($ in millions) |                                                              | 2006           |  | 2005       |   | 2006 |  | 2005 |   | 
|                                     
|Net financing revenue:                |                                                              |                |  |            |   |      |  |      |   |  |  |      |   |  |  |      |   | 
|                                      | GM and affiliates lease residual
    value support (a)       |                |  | $208       |   |      |  | $130 |   |  |  | $375 |   |  |  | $233 |   |  | 
|                                      | Wholesale subvention and service
    fees from GM            |                |  | 45         |   |      |  | 58   |   |  |  | 88   |   |  |  | 111  |   |  | 
|                                      | Interest paid on loans from GM                               |                |  | (10        | ) |      |  | (10  | ) |  |  | (27  | ) |  |  | (19  | ) |  | 
|                                      | Consumer lease payments from
    GM (b)                      |                |  | 21         |   |      |  | 78   |   |  |  | 61   |   |  |  | 112  |   |  | 
|                                      | Insurance premiums earned from GM                            |                |  | 77         |   |      |  | 99   |   |  |  | 157  |   |  |  | 203  |   |  | 
|Other income:                         |                                                              |                |  |            |   |      |  |      |   |  |  |      |   |  |  |      |   | 
|                                      | Interest on notes receivable from
    GM and affiliates      |                |  | 67         |   |      |  | 55   |   |  |  | 136  |   |  |  | 106  |   |  | 
|                                      | Interest on wholesale
    settlements (c)                    |                |  | 49         |   |      |  | 36   |   |  |  | 93   |   |  |  | 63   |   |  | 
|                                      | Revenues from GM leased properties                           |                |  | 28         |   |      |  | 21   |   |  |  | 54   |   |  |  | 42   |   |  | 
|Service fee income:                   |                                                              |                |  |            |   |      |  |      |   |  |  |      |   |  |  |      |   | 
|                                      | GMAC of Canada operating lease
    administration (d)        |                |  |           |   |      |  | 5    |   |  |  |     |   |  |  | 12   |   |  | 
|                                      | Rental car repurchases held for
    resale (e)               |                |  | 4          |   |      |  | 6    |   |  |  | 11   |   |  |  | 9    |   |  | 
|Expense:                              |                                                              |                |  |            |   |      |  |      |   |  |  |      |   |  |  |      |   | 
|                                      | Employee retirement plan costs
    allocated by GM           |                |  | 30         |   |      |  | 32   |   |  |  | 64   |   |  |  | 78   |   |  | 
|                                      | Off-lease vehicle selling expense
    reimbursement (f)      |                |  | 8          |   |      |  | (8   | ) |  |  | 14   |   |  |  | (3   | ) |  | 
|                                      | Payments to GM for services, rent
    and marketing expenses |                |  | 24         |   |      |  | 38   |   |  |  | 47   |   |  |  | 91   |   |  | 
|                                     

|    |                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Represents total amount of residual support paid (or invoiced)
    for the second 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 the 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) | 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.                                                                                                                            | 
|(e) | We receive a transaction fee from GM related to the resale of
    rental car repurchases.                                                                                                                                                                                                                                                                                                                                   | 

|    |                                                                                                                                                     | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(f) | 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




18



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

residual support programs, GM also participates in a risk
sharing arrangement whereby GM shares equally in residual losses
to the extent that remarketing proceeds are below our standard
residual rates (limited to a floor).

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 between
GM and GMAC to settle the expected amount (based on expected
remarketing performance of the vehicles) to be paid by GM under
these leases 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 June 30, 2006
outstandings, the current amount that we would expect to be paid
by GM under residual support programs would be
$1.5 billion. These projections would be paid over the
remaining life of the lease portfolio at the time of sale of the
related vehicle (on average approximately 2 years) and are
based on the expected remarketing performance of the vehicles.
The maximum that could be paid under the residual support
programs on this portion of the lease portfolio is approximately
$2.6 billion and would be paid only in the unlikely event
that the proceeds from this portion of the operating lease
portfolio are lower than both the contractual residual value and
our standard residual rates. The maximum amount that could be
paid under the risk sharing arrangements on the remaining lease
portfolio is approximately $1.4 billion and would only be
paid in the unlikely event that the proceeds from the
outstanding lease vehicles would be lower than our standard
residual rates. As disclosed in Note 2, certain assets with
respect to automotive leases will be dividended to GM prior to
consummation of the agreement.

In addition, as it relates to a portion of lease originations
(approximately 19% of North American Automotive Finance lease
originations) and all U.S. balloon retail contract originations
occurring after April 30, 2006, 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. The amount paid is
based on the historical remarketing experience of the vehicles.
Upon sale of the related vehicle after contract termination, GM
and GMAC will settle the amount of actual residual support
payment owed based on the actual sales proceeds received and GM
will pay to us amounts owed related to the risk sharing
arrangements, if any. After the sale of a 51 percent
ownership interest in GMAC 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 quarter of 2006, GM paid or agreed to pay us a total
of $65 million for contracts originated in May and June.
The remaining maximum exposure after consideration of these
payments that could be paid under these contracts for residual
support is approximately $43 million and would be paid only
in the unlikely event that the proceeds from this portion of the
operating lease portfolio are lower than both the contractual
residual value and our standard residual rates. The remaining
maximum amount that could be paid under the risk sharing
arrangements on these contracts is approximately
$174 million and would only be paid in the unlikely event
that the proceeds from the outstanding lease vehicles would be
lower than our standard residual rates.

In addition to the financing arrangements summarized in the
foregoing table, GM has a $4 billion revolving line of
credit from us that expires in September 2006. This credit line
is used for general operating and seasonal working capital
purposes and to reduce external liquidity requirements. As of
June 30, 2006, and December 31, 2005, there were no
amounts outstanding on this line.

19



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

| |    |  |  |                        
| | -- |  |  | -----------------------
|
| | 10 |  |  | Segment
    Information



|                                                   |  |                               |          |                |  |            |         |            |  |           |          |              |  |  |         |  |  |  |          |   |  |  |          |  
|-------------------------------------------------- |  | ----------------------------- | -------- | -------------- |  | ---------- | ------- | ---------- |  | --------- | -------- | ------------ |  |  | ------- |  |  |  | -------- | - |  |  | -------- | -
|                                                   |  | Automotive Finance operations |          |                |  |            |         |            |  |          
|                                                   |  |                               |          |                |  |            |         |            |  |          
|                                                   |  | North                         |          |                |  |            |         |            |  |           |          |             
|Second Quarter ended June 30,                      |  | American                      |          | International  |  |            |         | Insurance  |  |           |          |             
|($ in millions)                                    |  | Operations (a)                |          | Operations (a) |  | ResCap (b) |         | Operations |  | Other (c) |          | Consolidated
|                                                  
|2006                                               |  |                               |          |                |  |            |         |            |  |           |          |              |  |  |         |  |  |  |          |   |  |  |          |  
|Net revenue before provision for
    credit losses |  |                               | $1,156   |                |  |            | $333    |            |  |           | $263     |              |  |  | $      |  |  |  | $156     |   |  |  | $1,908   |  
|Provision for credit losses                        |  |                               | (130     | )              |  |            | (22     | )          |  |           | (123     | )            |  |  |        |  |  |  | (10      | ) |  |  | (285     | )
|Other revenue                                      |  |                               | 826      |                |  |            | 200     |            |  |           | 1,434    |              |  |  | 1,157   |  |  |  | (75      | ) |  |  | 3,542    |  
|                                                  
|Total net revenue                                  |  |                               | 1,852    |                |  |            | 511     |            |  |           | 1,574    |              |  |  | 1,157   |  |  |  | 71       |   |  |  | 5,165    |  
|Noninterest expense                                |  |                               | 1,642    |                |  |            | 410     |            |  |           | 695      |              |  |  | 1,040   |  |  |  | 48       |   |  |  | 3,835    |  
|                                                  
|Income before income tax expense                   |  |                               | 210      |                |  |            | 101     |            |  |           | 879      |              |  |  | 117     |  |  |  | 23       |   |  |  | 1,330    |  
|Income tax expense                                 |  |                               | 32       |                |  |            | 27      |            |  |           | 331      |              |  |  | 37      |  |  |  | 3        |   |  |  | 430      |  
|                                                  
|Net income                                         |  |                               | $178     |                |  |            | $74     |            |  |           | $548     |              |  |  | $80     |  |  |  | $20      |   |  |  | $900     |  
|                                                  
|Total assets                                       |  |                               | $157,039 |                |  |            | $29,738 |            |  |           | $124,552 |              |  |  | $13,475 |  |  |  | ($16,422 | ) |  |  | $308,382 |  
|                                                  
|2005                                               |  |                               |          |                |  |            |         |            |  |           |          |              |  |  |         |  |  |  |          |   |  |  |          |  
|Net revenue before provision for
    credit losses |  |                               | $1,250   |                |  |            | $385    |            |  |           | $375     |              |  |  | $      |  |  |  | $257     |   |  |  | $2,267   |  
|Provision for credit losses                        |  |                               | (18      | )              |  |            | (32     | )          |  |           | (145     | )            |  |  |        |  |  |  | (6       | ) |  |  | (201     | )
|Other revenue                                      |  |                               | 633      |                |  |            | 197     |            |  |           | 866      |              |  |  | 1,049   |  |  |  | 39       |   |  |  | 2,784    |  
|                                                  
|Total net revenue                                  |  |                               | 1,865    |                |  |            | 550     |            |  |           | 1,096    |              |  |  | 1,049   |  |  |  | 290      |   |  |  | 4,850    |  
|Noninterest expense                                |  |                               | 1,466    |                |  |            | 405     |            |  |           | 637      |              |  |  | 904     |  |  |  | 226      |   |  |  | 3,638    |  
|                                                  
|Income before income tax expense                   |  |                               | 399      |                |  |            | 145     |            |  |           | 459      |              |  |  | 145     |  |  |  | 64       |   |  |  | 1,212    |  
|Income tax expense                                 |  |                               | 134      |                |  |            | 44      |            |  |           | 159      |              |  |  | 45      |  |  |  | 14       |   |  |  | 396      |  
|                                                  
|Net income                                         |  |                               | $265     |                |  |            | $101    |            |  |           | $300     |              |  |  | $100    |  |  |  | $50      |   |  |  | $816     |  
|                                                  
|Total assets                                       |  |                               | $179,098 |                |  |            | $29,524 |            |  |           | $98,571  |              |  |  | $12,173 |  |  |  | ($9,375  | ) |  |  | $309,991 |  
|                                                  

|    |                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | North American Operations consist of automotive financing in the
    U.S., 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 Group, Capmark, certain
    corporate activities related to the Mortgage Group, and
    reclassifications and eliminations between the reporting
    segments. The financial results for 2006 reflect our 22% equity
    interest in Capmark commencing March 23, 2006, while the
    2005 financial results represent Capmark as wholly-owned.

20



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##### Table of Contents

Notes to Condensed Consolidated Financial Statements (unaudited)

GMAC LLC

|                                                   |  |                               |        |                |  |            |       |            |  |           |       |              |  |  |       |  |  |  |      |   |  |  |        |  
|-------------------------------------------------- |  | ----------------------------- | ------ | -------------- |  | ---------- | ----- | ---------- |  | --------- | ----- | ------------ |  |  | ----- |  |  |  | ---- | - |  |  | ------ | -
|                                                   |  | Automotive Finance operations |        |                |  |            |       |            |  |          
|                                                   |  |                               |        |                |  |            |       |            |  |          
|                                                   |  | North                         |        |                |  |            |       |            |  |           |       |             
|Six Months ended June 30,                          |  | American                      |        | International  |  |            |       | Insurance  |  |           |       |             
|($ in millions)                                    |  | Operations (a)                |        | Operations (a) |  | ResCap (b) |       | Operations |  | Other (c) |       | Consolidated
|                                                  
|2006                                               |  |                               |        |                |  |            |       |            |  |           |       |              |  |  |       |  |  |  |      |   |  |  |        |  
|Net revenue before provision for
    credit losses |  |                               | $2,374 |                |  |            | $686  |            |  |           | $527  |              |  |  | $    |  |  |  | $460 |   |  |  | $4,047 |  
|Provision for credit losses                        |  |                               | (144   | )              |  |            | (15   | )          |  |           | (245  | )            |  |  |      |  |  |  | (16  | ) |  |  | (420   | )
|Other revenue                                      |  |                               | 1,570  |                |  |            | 417   |            |  |           | 2,234 |              |  |  | 2,298 |  |  |  | (65  | ) |  |  | 6,454  |  
|                                                  
|Total net revenue                                  |  |                               | 3,800  |                |  |            | 1,088 |            |  |           | 2,516 |              |  |  | 2,298 |  |  |  | 379  |   |  |  | 10,081 |  
|Noninterest expense                                |  |                               | 3,316  |                |  |            | 802   |            |  |           | 1,297 |              |  |  | 1,995 |  |  |  | 353  |   |  |  | 7,763  |  
|                                                  
|Income before income tax expense                   |  |                               | 484    |                |  |            | 286   |            |  |           | 1,219 |              |  |  | 303   |  |  |  | 26   |   |  |  | 2,318  |  
|Income tax expense (benefit)                       |  |                               | 133    |                |  |            | 83    |            |  |           | 469   |              |  |  | 94    |  |  |  | (33  | ) |  |  | 746    |  
|                                                  
|Net income                                         |  |                               | $351   |                |  |            | $203  |            |  |           | $750  |              |  |  | $209  |  |  |  | $59  |   |  |  | $1,572 |  
|                                                  
|2005                                               |  |                               |        |                |  |            |       |            |  |           |       |              |  |  |       |  |  |  |      |   |  |  |        |  
|Net revenue before provision for
    credit losses |  |                               | $2,384 |                |  |            | $762  |            |  |           | $794  |              |  |  | $    |  |  |  | $514 |   |  |  | $4,454 |  
|Provision for credit losses                        |  |                               | (166   | )              |  |            | (63   | )          |  |           | (278  | )            |  |  |      |  |  |  | (23  | ) |  |  | (530   | )
|Other revenue                                      |  |                               | 1,251  |                |  |            | 393   |            |  |           | 1,705 |              |  |  | 2,082 |  |  |  | 194  |   |  |  | 5,625  |  
|                                                  
|Total net revenue                                  |  |                               | 3,469  |                |  |            | 1,092 |            |  |           | 2,221 |              |  |  | 2,082 |  |  |  | 685  |   |  |  | 9,549  |  
|Noninterest expense                                |  |                               | 2,901  |                |  |            | 798   |            |  |           | 1,233 |              |  |  | 1,794 |  |  |  | 508  |   |  |  | 7,234  |  
|                                                  
|Income before income tax expense                   |  |                               | 568    |                |  |            | 294   |            |  |           | 988   |              |  |  | 288   |  |  |  | 177  |   |  |  | 2,315  |  
|Income tax expense                                 |  |                               | 176    |                |  |            | 86    |            |  |           | 366   |              |  |  | 93    |  |  |  | 50   |   |  |  | 771    |  
|                                                  
|Net income                                         |  |                               | $392   |                |  |            | $208  |            |  |           | $622  |              |  |  | $195  |  |  |  | $127 |   |  |  | $1,544 |  
|                                                  

|    |                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | North American Operations consist of automotive financing in the
    U.S., 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 Group, Capmark, certain
    corporate activities related to the Mortgage Group, and
    reclassifications and eliminations between the reporting
    segments. The financial results for 2006 reflect our 22% equity
    interest in Capmark commencing March 23, 2006 while the
    2005 financial results represent Capmark as wholly-owned.

| |    |  |  |                      
| | -- |  |  | ---------------------
|
| | 11 |  |  | Subsequent
    Events





21



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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 $308 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:

|                                      |  |                |      |            |  |      |      |      |  |  |        |   |  |  |        |   |  | 
|------------------------------------- |  | -------------- | ---- | ---------- |  | ---- | ---- | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                      |  | Second Quarter |      | Six Months
|                                      |  |                |      |           
|Period ended June 30, ($ in millions) |  | 2006           |      | 2005       |  | 2006 |      | 2005 |  | 
|                                     
|Automotive Finance (a)                |  |                | $252 |            |  |      | $366 |      |  |  | $554   |   |  |  | $600   |   |  | 
|ResCap                                |  |                | 548  |            |  |      | 300  |      |  |  | 750    |   |  |  | 622    |   |  | 
|Insurance                             |  |                | 80   |            |  |      | 100  |      |  |  | 209    |   |  |  | 195    |   |  | 
|Other (b)                             |  |                | 20   |            |  |      | 50   |      |  |  | 59     |   |  |  | 127    |   |  | 
|                                     
|Net income                            |  |                | $900 |            |  |      | $816 |      |  |  | $1,572 |   |  |  | $1,544 |   |  | 
|                                     
|Return on average
    equity          |  |                | 15.8 | %          |  |      | 14.4 | %    |  |  | 14.0   | % |  |  | 13.6   | % |  | 
|                                     

|    |                                                                                                                                                                                  | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Includes our North America and International automotive finance
    reporting segments, separately identified in Note 10 to the
    Condensed Consolidated Financial Statements. | 

|    |                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(b) | Includes our Commercial Finance Group operating segment, equity
    interest in Capmark, and Mortgage Group activity.















22



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC



Automotive Finance

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.

|                                             |                                                    |                |          |            |   |        |          |       |   |      |          |      |   |        |      |     |   |  |        |       |   |  |        |       |   |  |       |     |   |  |     |      |   |  | 
|-------------------------------------------- | -------------------------------------------------- | -------------- | -------- | ---------- | - | ------ | -------- | ----- | - | ---- | -------- | ---- | - | ------ | ---- | --- | - |  | ------ | ----- | - |  | ------ | ----- | - |  | ----- | --- | - |  | --- | ---- | - |  | 
|                                             |                                                    | Second Quarter |          | Six Months
|                                             |                                                    |                |          |           
|Period ended June 30, ($ in millions)        |                                                    | 2006           |          | 2005       |   | Change |          | %     |   | 2006 |          | 2005 |   | Change |      | %   |   | 
|                                            
|Revenue                                      |                                                    |                |          |            |   |        |          |       |   |      |          |      |   |        |      |     |   |  |        |       |   |  |        |       |   |  |       |     |   |  |     |      |   | 
|Consumer                                     |                                                    |                | $1,361   |            |   |        | $1,676   |       |   |      | ($315    | )    |   |        | (19  | )   |   |  | $2,786 |       |   |  | $3,387 |       |   |  | ($601 | )   |   |  | (18 | )    |   | 
|Commercial                                   |                                                    |                | 419      |            |   |        | 416      |       |   |      | 3        |      |   |        | 1    |     |   |  | 788    |       |   |  | 799    |       |   |  | (11   | )   |   |  | (1  | )    |   | 
|Operating leases                             |                                                    |                | 2,023    |            |   |        | 1,753    |       |   |      | 270      |      |   |        | 15   |     |   |  | 3,949  |       |   |  | 3,418  |       |   |  | 531   |     |   |  | 16  |      |   | 
|                                             |                                                    |                |          |            |   |        |          |       |   |      |          |     
|                                             | Total financing revenue                            |                |          | 3,803      |   |        |          | 3,845 |   |      |          | (42  | ) |        |      | (1  | ) |  |        | 7,523 |   |  |        | 7,604 |   |  |       | (81 | ) |  |     | (1   | ) |  | 
|Interest and discount expense                |                                                    |                | (2,247   | )          |   |        | (2,182   | )     |   |      | (65      | )    |   |        | (3   | )   |   |  | (4,345 | )     |   |  | (4,458 | )     |   |  | 113   |     |   |  | 3   |      |   | 
|Provision for credit losses                  |                                                    |                | (152     | )          |   |        | (50      | )     |   |      | (102     | )    |   |        | (204 | )   |   |  | (159   | )     |   |  | (229   | )     |   |  | 70    |     |   |  | 31  |      |   | 
|                                             |                                                    |                |          |            |   |        |          |       |   |      |          |     
|                                             | Net financing revenue                              |                |          | 1,404      |   |        |          | 1,613 |   |      |          | (209 | ) |        |      | (13 | ) |  |        | 3,019 |   |  |        | 2,917 |   |  |       | 102 |   |  |     | 3    |   |  | 
|Servicing fees                               |                                                    |                | 59       |            |   |        | 21       |       |   |      | 38       |      |   |        | 181  |     |   |  | 118    |       |   |  | 45     |       |   |  | 73    |     |   |  | 162 |      |   | 
|Gains (losses) on sales:                     |                                                    |                |          |            |   |        |          |       |   |      |          |      |   |        |      |     |   |  |        |       |   |  |        |       |   |  |       |     |   |  |     |      |   | 
|                                             | Wholesale securitizations                          |                |          | 155        |   |        |          | 139   |   |      |          | 16   |   |        |      | 12  |   |  |        | 305   |   |  |        | 283   |   |  |       | 22  |   |  |     | 8    |   |  | 
|                                             | Retail automotive whole loan sale
    transactions |                |          | (26        | ) |        |          | (20   | ) |      |          | (6   | ) |        |      | (30 | ) |  |        | (67   | ) |  |        | (49   | ) |  |       | (18 | ) |  |     | (37  | ) |  | 
|                                             | Retail automotive securitizations                  |                |          |           |   |        |          | (18   | ) |      |          | 18   |   |        |      | 100 |   |  |        | (54   | ) |  |        | (19   | ) |  |       | (35 | ) |  |     | (184 | ) |  | 
|Other income                                 |                                                    |                | 769      |            |   |        | 679      |       |   |      | 90       |      |   |        | 13   |     |   |  | 1,565  |       |   |  | 1,384  |       |   |  | 181   |     |   |  | 13  |      |   | 
|Depreciation expense on operating
    leases |                                                    |                | (1,344   | )          |   |        | (1,287   | )     |   |      | (57      | )    |   |        | (4   | )   |   |  | (2,782 | )     |   |  | (2,554 | )     |   |  | (228  | )   |   |  | (9  | )    |   | 
|Noninterest expense                          |                                                    |                | (706     | )          |   |        | (583     | )     |   |      | (123     | )    |   |        | (21  | )   |   |  | (1,334 | )     |   |  | (1,145 | )     |   |  | (189  | )   |   |  | (17 | )    |   | 
|Income tax expense                           |                                                    |                | (59      | )          |   |        | (178     | )     |   |      | 119      |      |   |        | 67   |     |   |  | (216   | )     |   |  | (262   | )     |   |  | 46    |     |   |  | 18  |      |   | 
|                                             |                                                    |                |          |            |   |        |          |       |   |      |          |     
|Net income                                   |                                                    |                | $252     |            |   |        | $366     |       |   |      | ($114    | )    |   |        | (31  | )   |   |  | $554   |       |   |  | $600   |       |   |  | ($46  | )   |   |  | (8  | )    |   | 
|                                            
|Total assets                                 |                                                    |                | $180,866 |            |   |        | $205,789 |       |   |      | ($24,923 | )    |   |        | (12  | )   |   |  |        |       |   |  |        |       |   |  |       |     |   |  |     |      |   | 
|                                             |                                                    |                |          |            |   |        |          |       |   |      |          |      |   |        |      |     |   | 





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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

The provision for credit losses increased in comparison to the
prior year largely due to increases in provisions within the
North American Operations consumer loan portfolio. The increase
in the loss provision is consistent with the increase in
delinquencies in the North American Operations portfolio. Refer
to the Credit Risk discussion within this Automotive Finance
Operations section of the MD&A for further discussion.

Other income increased for both the second quarter and first six
months of 2006, as compared to the same periods in 2005. An
increase in interest income realized from cash reserve balances
as a result of higher short term interest rates in 2006 versus
2005 contributed to the increases over the prior year. In
addition, non-interest expenses increased in comparison with
2005 levels due to a decrease in operating lease remarketing
results and an overall decrease in lease termination volume.

Total income tax expense declined by $119 million and
$46 million in the second quarter and first six months of
2006, respectively, as compared to the same periods in 2005.
These decreases were largely due to a reduction in pre-tax
income and enacted changes in Canadian corporate and provincial
tax rates and the elimination of the large corporation tax for
the North American Automotive operations.

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.

|                                        |                                                 |                  |       |            |       |             |     |          |     |       |       |       |       |      |     |      |     |    
|--------------------------------------- | ----------------------------------------------- | ---------------- | ----- | ---------- | ----- | ----------- | --- | -------- | --- | ----- | ----- | ----- | ----- | ---- | --- | ---- | --- | ---
|                                        |                                                 | Second Quarter   |       | Six Months
|                                        |                                                 |                  |       |           
|                                        |                                                 |                  |       | Share of   |       |             |     | Share of
|                                        |                                                 | GMAC volume      |       | GM sales   |       | GMAC volume |     | GM sales
|Period ended June 30,                   |                                                 |                  |       |            |       |             |     |         
|(units in thousands)                    |                                                 | 2006             |       | 2005       |       | 2006        |     | 2005     |     | 2006  |       | 2005  |       | 2006 |     | 2005
|                                       
|New vehicle consumer
    financing      |                                                 |                  |       |            |       |             |     |          |     |       |       |       |       |      |     |     
|GM vehicles                             |                                                 |                  |       |            |       |             |     |          |     |       |       |       |       |      |     |     
|                                        | North America                                   |                  |       |            |       |             |     |          |     |       |       |       |       |      |     |      |    
|                                        |                                                 | Retail contracts |       | 218        |       | 277         |     | 25%      |     | 25%   |       | 406   |       | 589  |     | 25%  |     | 31%
|                                        |                                                 | Leases           |       | 168        |       | 175         |     | 19%      |     | 16%   |       | 333   |       | 313  |     | 21%  |     | 16%
|                                        |                                                 |                  |       |           
|                                        | Total North America                             |                  | 386   |            | 452   |             | 44% |          | 41% |       | 739   |       | 902   |      | 46% |      | 47%
|                                        | International (retail contracts and
    leases) |                  | 129   |            | 142   |             | 23% |          | 27% |       | 264   |       | 268   |      | 24% |      | 27%
|                                        |                                                 |                  |       |            |       |             |     |          |     |      
|Total GM units financed                 |                                                 | 515              |       | 594        |       | 36%         |     | 36%      |     | 1,003 |       | 1,170 |       | 37%  |     | 40% 
|                                        |                                                 |                  |       |            |       |             |     |          |     |       |       |      
|Non-GM units financed                   |                                                 | 17               |       | 21         |       |             |     |          |     | 34    |       | 36    |       |      |     |     
|                                        |                                                 |                  |       |            |       |             |     |          |     |      
|                                        | Total consumer automotive financing
    volume  |                  | 532   |            | 615   |             |     |          |     |       | 1,037 |       | 1,206 |      |     |      |    
|                                        |                                                 |                  |       |            |       |             |     |          |     |       |       |      
|Wholesale financing of new
    vehicles |                                                 |                  |       |            |       |             |     |          |     |       |       |       |       |      |     |     
|GM vehicles                             |                                                 |                  |       |            |       |             |     |          |     |       |       |       |       |      |     |     
|                                        | North America                                   |                  | 921   |            | 1,016 |             | 75% |          | 79% |       | 1,841 |       | 1,892 |      | 75% |      | 80%
|                                        | International                                   |                  | 694   |            | 631   |             | 85% |          | 83% |       | 1,354 |       | 1,204 |      | 88% |      | 86%
|                                        |                                                 |                  |       |            |       |             |     |          |     |      
|Total GM units financed                 |                                                 | 1,615            |       | 1,647      |       | 79%         |     | 81%      |     | 3,195 |       | 3,096 |       | 80%  |     | 82% 
|                                        |                                                 |                  |       |            |       |             |     |          |     |       |       |      
|Non-GM units financed                   |                                                 | 35               |       | 48         |       |             |     |          |     | 73    |       | 90    |       |      |     |     
|                                        |                                                 |                  |       |            |       |             |     |          |     |      
|                                        | Total wholesale volume                          |                  | 1,650 |            | 1,695 |             |     |          |     |       | 3,268 |       | 3,186 |      |     |      |    
|                                        |                                                 |                  |       |            |       |             |     |          |     |      



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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

Consumer Credit

The following tables summarize pertinent loss experience in the
consumer managed and on-balance sheet automotive retail contract
portfolio. In general, the credit quality of the off-balance
sheet portfolio is representative of our overall managed
consumer automotive retail contract portfolio. The off-balance
sheet portfolio includes receivables securitized and sold that
we continue to service and in which we retain an interest or
risk of loss but excludes securitized and sold finance
receivables that we continue to service but in which we retain
no interest or risk of loss. The process of creating a pool of
retail finance receivables for securitization or sale typically
excludes accounts that are greater than 30 days delinquent
at such time. In addition, the process involves selecting from a
pool of receivables that are currently outstanding and,
therefore, represent seasoned accounts. A seasoned portfolio
that excludes delinquent accounts historically 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.

The managed portfolio includes retail receivables held
on-balance sheet for investment and receivables securitized and
sold that we continue to service and have a continued
involvement in (i.e., in which we retain an interest or risk of
loss in the underlying receivables) but excludes securitized and
sold finance receivables that we continue to service but have no
other continuing involvement (serviced-only portfolio). We
believe that the disclosure of the credit experience of the
managed portfolio presents a more complete presentation of our
risk of loss in the underlying assets (typically in the form of
a subordinated retained interest). Consistent with the
presentation in the Condensed Consolidated Balance Sheet, retail
contracts presented in the table represent the principal balance
of the finance receivables discounted for any unearned rate
support received from GM.

|                                              |  |           |         |              |  |                 |  |      |  |       |  |      
|--------------------------------------------- |  | --------- | ------- | ------------ |  | --------------- |  | ---- |  | ----- |  | -----
|                                              |  | Average   |         | Charge-offs, |  |                
|                                              |  | retail    |         | net of       |  | Annualized net 
|                                              |  | contracts |         | recoveries   |  | charge-off rate
|                                              |  |           |         |              |  |                
|Second quarter ended June 30, ($ in millions) |  | 2006      |         | 2006         |  | 2005            |  | 2006 |  | 2005 
|                                             
|Managed                                       |  |           |         |              |  |                 |  |      |  |       |  |      
|North America                                 |  |           | $54,186 |              |  | $120            |  | $172 |  | 0.89% |  | 0.90%
|International                                 |  |           | 15,115  |              |  | 23              |  | 35   |  | 0.61% |  | 0.94%
|                                              |  |           |         |             
|Total managed                                 |  |           | $69,301 |              |  | $143            |  | $207 |  | 0.83% |  | 0.91%
|                                             
|On-balance sheet                              |  |           |         |              |  |                 |  |      |  |       |  |      
|North America                                 |  |           | $48,726 |              |  | $118            |  | $169 |  | 0.97% |  | 0.94%
|International                                 |  |           | 15,115  |              |  | 23              |  | 35   |  | 0.61% |  | 0.94%
|                                              |  |           |         |             
|Total on-balance sheet                        |  |           | $63,841 |              |  | $141            |  | $204 |  | 0.88% |  | 0.94%
|                                             

|                                          |  |           |         |              |  |                 |  |      |  |       |  |      
|----------------------------------------- |  | --------- | ------- | ------------ |  | --------------- |  | ---- |  | ----- |  | -----
|                                          |  | Average   |         | Charge-offs, |  |                
|                                          |  | retail    |         | net of       |  | Annualized net 
|                                          |  | contracts |         | recoveries   |  | charge-off rate
|                                          |  |           |         |              |  |                
|Six months ended June 30, ($ in millions) |  | 2006      |         | 2006         |  | 2005            |  | 2006 |  | 2005 
|                                         
|Managed                                   |  |           |         |              |  |                 |  |      |  |       |  |      
|North America                             |  |           | $56,631 |              |  | $281            |  | $366 |  | 0.99% |  | 0.93%
|International                             |  |           | 14,944  |              |  | 50              |  | 69   |  | 0.67% |  | 0.92%
|                                          |  |           |         |             
|Total managed                             |  |           | $71,575 |              |  | $331            |  | $435 |  | 0.92% |  | 0.93%
|                                         
|On-balance sheet                          |  |           |         |              |  |                 |  |      |  |       |  |      
|North America                             |  |           | $51,303 |              |  | $277            |  | $360 |  | 1.08% |  | 0.98%
|International                             |  |           | 14,944  |              |  | 50              |  | 69   |  | 0.67% |  | 0.92%
|                                          |  |           |         |             
|Total on-balance sheet                    |  |           | $66,247 |              |  | $327            |  | $429 |  | 0.99% |  | 0.97%
|                                         

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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC



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
|              |  |                              |  |                 
|June 30,      |  | 2006                         |  | 2005             |  | 2006  |  | 2005 
|             
|North America |  | 2.35%                        |  | 2.02%            |  | 2.57% |  | 2.14%
|International |  | 2.64%                        |  | 2.70%            |  | 2.64% |  | 2.70%
|             
|Total         |  | 2.52%                        |  | 2.19%            |  | 2.63% |  | 2.29%
|             

|    |                                                                                                                                                         | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Past due contracts are calculated on the basis of the average
    number of contracts delinquent during a month and exclude
    accounts in bankruptcy. | 



|                                                                                     |  |         |        |                  |  |      |        |      |  |  |        |   |  |  |        |   |  | 
|------------------------------------------------------------------------------------ |  | ------- | ------ | ---------------- |  | ---- | ------ | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                                                                     |  | Managed |        | On-balance sheet
|                                                                                     |  |         |        |                 
|Second quarter ended June 30,                                                        |  | 2006    |        | 2005             |  | 2006 |        | 2005 |  | 
|                                                                                    
|Average retail contracts in
    bankruptcy (in units)                                |  |         | 92,961 |                  |  |      | 99,338 |      |  |  | 91,952 |   |  |  | 95,011 |   |  | 
|Bankruptcies as a percent of
    average number of contracts outstanding             |  |         | 2.74   | %                |  |      | 2.13   | %    |  |  | 2.92   | % |  |  | 2.20   | % |  | 
|Retail contract repossessions (in
    units)                                         |  |         | 21,432 |                  |  |      | 23,306 |      |  |  | 21,081 |   |  |  | 22,952 |   |  | 
|Annualized repossessions as a
    percent of average number of contracts outstanding |  |         | 2.51   | %                |  |      | 1.97   | %    |  |  | 2.66   | % |  |  | 2.10   | % |  | 
|                                                                                    

|                                                                                     |  |         |        |                  |  |      |        |      |  |  |        |   |  |  |        |   |  | 
|------------------------------------------------------------------------------------ |  | ------- | ------ | ---------------- |  | ---- | ------ | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                                                                     |  | Managed |        | On-balance sheet
|                                                                                     |  |         |        |                 
|Six months ended June 30,                                                            |  | 2006    |        | 2005             |  | 2006 |        | 2005 |  | 
|                                                                                    
|Average retail contracts in
    bankruptcy (in units)                                |  |         | 98,598 |                  |  |      | 97,809 |      |  |  | 97,265 |   |  |  | 93,261 |   |  | 
|Bankruptcies as a percent of
    average number of contracts outstanding             |  |         | 2.80   | %                |  |      | 2.05   | %    |  |  | 2.93   | % |  |  | 2.11   | % |  | 
|Retail contract repossessions (in
    units)                                         |  |         | 46,565 |                  |  |      | 50,384 |      |  |  | 45,964 |   |  |  | 48,702 |   |  | 
|Annualized repossessions as a
    percent of average number of contracts outstanding |  |         | 2.62   | %                |  |      | 2.12   | %    |  |  | 2.75   | % |  |  | 2.20   | % |  | 
|                                                                                    

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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

The following table summarizes activity related to the consumer
allowance for credit losses for our Automotive Finance
operations.

|                                            |          |                |        |            |   |      |        |      |   |  |        |      |   |  |        |      |   |  | 
|------------------------------------------- | -------- | -------------- | ------ | ---------- | - | ---- | ------ | ---- | - |  | ------ | ---- | - |  | ------ | ---- | - |  | 
|                                            |          | Second Quarter |        | Six Months
|                                            |          |                |        |           
|Period ended June 30, ($ in millions)       |          | 2006           |        | 2005       |   | 2006 |        | 2005 |   | 
|                                           
|Allowance at beginning of period            |          |                | $1,463 |            |   |      | $1,978 |      |   |  | $1,618 |      |   |  | $2,035 |      |   | 
|Provision for credit losses                 |          |                | 148    |            |   |      | 49     |      |   |  | 176    |      |   |  | 226    |      |   | 
|Charge-offs                                 |          |                |        |            |   |      |        |      |   |  |        |      |   |  |        |      |   | 
|                                            | Domestic |                |        | (164       | ) |      |        | (193 | ) |  |        | (357 | ) |  |        | (414 | ) |  | 
|                                            | Foreign  |                |        | (36        | ) |      |        | (50  | ) |  |        | (80  | ) |  |        | (99  | ) |  | 
|                                           
|Total charge-offs                           |          |                | (200   | )          |   |      | (243   | )    |   |  | (437   | )    |   |  | (513   | )    |   | 
|                                           
|Recoveries                                  |          |                |        |            |   |      |        |      |   |  |        |      |   |  |        |      |   | 
|                                            | Domestic |                |        | 40         |   |      |        | 23   |   |  |        | 78   |   |  |        | 59   |   |  | 
|                                            | Foreign  |                |        | 11         |   |      |        | 13   |   |  |        | 24   |   |  |        | 24   |   |  | 
|                                           
|Total recoveries                            |          |                | 51     |            |   |      | 36     |      |   |  | 102    |      |   |  | 83     |      |   | 
|                                           
|Net charge-offs                             |          |                | (149   | )          |   |      | (207   | )    |   |  | (335   | )    |   |  | (430   | )    |   | 
|Impacts of foreign currency
    translation |          |                | 5      |            |   |      | (1     | )    |   |  | 7      |      |   |  | (12    | )    |   | 
|Securitization activity                     |          |                |       |            |   |      |       |      |   |  | 1      |      |   |  |       |      |   | 
|                                           
|Allowance at June 30,                       |          |                | $1,467 |            |   |      | $1,819 |      |   |  | $1,467 |      |   |  | $1,819 |      |   | 
|Allowance coverage (a)                      |          |                | 2.35   | %          |   |      | 2.33   | %    |   |  | 2.35   | %    |   |  | 2.33   | %    |   | 
|                                           

|    |                                                                                                                                            | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | Represents the related allowance for credit losses as a
    percentage of total on-balance sheet consumer automotive retail
    contracts. | 





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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

Commercial Credit

Our credit risk on the commercial portfolio is markedly
different than 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 June 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. Since only wholesale accounts have historically
been securitized, the amount of charge-offs on our managed
portfolio is the same as the on-balance sheet portfolio. As a
result, only the on-balance sheet commercial portfolio credit
experience is presented in the following table:

|                           |  |             |        |                    |  |         |      |          |  |  |      |   |  |  |      |   |  | 
|-------------------------- |  | ----------- | ------ | ------------------ |  | ------- | ---- | -------- |  |  | ---- | - |  |  | ---- | - |  | 
|                           |  | Total loans |        | Impaired loans (a)
|                           |  |             |        |                   
|                           |  | June 30,    |        | June 30,           |  | Dec 31, |      | June 30, |  | 
|($ in millions)            |  | 2006        |        | 2006               |  | 2005    |      | 2005     |  | 
|                          
|Wholesale                  |  |             | 23,425 |                    |  |         | $286 |          |  |  | $299 |   |  |  | $585 |   |  | 
|                           |  |             |        |                    |  |         | 1.22 | %        |  |  | 1.45 | % |  |  | 2.65 | % |  | 
|Other commercial financing |  |             | 3,995  |                    |  |         | 43   |          |  |  | 142  |   |  |  | 158  |   |  | 
|                           |  |             |        |                    |  |         | 1.08 | %        |  |  | 1.36 | % |  |  | 1.49 | % |  | 
|                          
|Total on-balance sheet     |  |             | 27,420 |                    |  |         | $329 |          |  |  | $441 |   |  |  | $743 |   |  | 
|                           |  |             |        |                    |  |         | 1.20 | %        |  |  | 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. | 



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Managements Discussion and Analysis

GMAC LLC



ResCap

The principal activities of our ResCap operations involve the
origination, purchase, servicing, sale and securitization of
consumer (i.e., residential) and commercial mortgage loans and
mortgage related products (e.g., real estate services).
Typically, mortgage loans are originated and sold to investors
in the secondary market, including securitization transactions
in which the assets are legally sold but are accounted for as
secured financings. For additional information, please refer to
ResCaps quarterly report on
Form 10-Q for the
period ended June 30, 2006, filed separately with the SEC,
which report is not deemed incorporated into any of our filings
under the Securities Act or the Exchange Act.

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.

|                                                        |  |                |          |   |            |  |         |        |  |  |         |   |  |      |      |   |      |  |        |        |  |  |        |   |  |  |        |   |  |  |      |   |  | 
|------------------------------------------------------- |  | -------------- | -------- | - | ---------- |  | ------- | ------ |  |  | ------- | - |  | ---- | ---- | - | ---- |  | ------ | ------ |  |  | ------ | - |  |  | ------ | - |  |  | ---- | - |  | 
|                                                        |  | Second Quarter |          |   | Six Months
|                                                        |  |                |          |   |           
|Period ended June 30, ($ in millions)                   |  | 2006           |          |   | 2005       |  |         | Change |  |  | %       |   |  | 2006 |      |   | 2005 |  |        | Change |  |  | %      |   |  | 
|                                                       
|Revenue                                                 |  |                |          |   |            |  |         |        |  |  |         |   |  |      |      |   |      |  |        |        |  |  |        |   |  |  |        |   |  |  |      |   |  | 
|Total financing revenue                                 |  |                | $1,821   |   |            |  | $1,225  |        |  |  | $596    |   |  |      | 49   |   |      |  | $3,521 |        |  |  | $2,410 |   |  |  | $1,111 |   |  |  | 46   |   |  | 
|Interest and discount expense                           |  |                | (1,558   | ) |            |  | (850    | )      |  |  | (708    | ) |  |      | (83  | ) |      |  | (2,993 | )      |  |  | (1,616 | ) |  |  | (1,377 | ) |  |  | (85  | ) |  | 
|Provision for credit losses                             |  |                | (123     | ) |            |  | (145    | )      |  |  | 22      |   |  |      | 15   |   |      |  | (245   | )      |  |  | (278   | ) |  |  | 33     |   |  |  | 12   |   |  | 
|                                                        |  |                |          |   |            |  |         |        |  | 
|Net financing revenue                                   |  |                | 140      |   |            |  | 230     |        |  |  | (90     | ) |  |      | (39  | ) |      |  | 283    |        |  |  | 516    |   |  |  | (233   | ) |  |  | (45  | ) |  | 
|Mortgage servicing fees                                 |  |                | 387      |   |            |  | 351     |        |  |  | 36      |   |  |      | 10   |   |      |  | 761    |        |  |  | 700    |   |  |  | 61     |   |  |  | 9    |   |  | 
|MSR amortization and impairment                         |  |                |         |   |            |  | (306    | )      |  |  | 306     |   |  |      | 100  |   |      |  |       |        |  |  | (447   | ) |  |  | 447    |   |  |  | 100  |   |  | 
|Servicing asset valuation and hedge
    activities, net |  |                | (171     | ) |            |  | 117     |        |  |  | (288    | ) |  |      | (246 | ) |      |  | (356   | )      |  |  | 94     |   |  |  | (450   | ) |  |  | (479 | ) |  | 
|                                                        |  |                |          |   |            |  |         |        |  | 
|Net loan servicing income                               |  |                | 216      |   |            |  | 162     |        |  |  | 54      |   |  |      | 33   |   |      |  | 405    |        |  |  | 347    |   |  |  | 58     |   |  |  | 17   |   |  | 
|Gains on sale of loans                                  |  |                | 375      |   |            |  | 151     |        |  |  | 224     |   |  |      | 148  |   |      |  | 642    |        |  |  | 480    |   |  |  | 162    |   |  |  | 34   |   |  | 
|Other income                                            |  |                | 843      |   |            |  | 553     |        |  |  | 290     |   |  |      | 52   |   |      |  | 1,186  |        |  |  | 878    |   |  |  | 308    |   |  |  | 35   |   |  | 
|Noninterest expense                                     |  |                | (695     | ) |            |  | (637    | )      |  |  | (58     | ) |  |      | (9   | ) |      |  | (1,297 | )      |  |  | (1,233 | ) |  |  | (64    | ) |  |  | (5   | ) |  | 
|Income tax expense                                      |  |                | (331     | ) |            |  | (159    | )      |  |  | (172    | ) |  |      | (108 | ) |      |  | (469   | )      |  |  | (366   | ) |  |  | (103   | ) |  |  | (28  | ) |  | 
|                                                        |  |                |          |   |            |  |         |        |  | 
|Net income                                              |  |                | $548     |   |            |  | $300    |        |  |  | $248    |   |  |      | 83   |   |      |  | $750   |        |  |  | $622   |   |  |  | $128   |   |  |  | 21   |   |  | 
|                                                       
|Total assets                                            |  |                | $124,552 |   |            |  | $98,571 |        |  |  | $25,981 |   |  |      | 26   |   |      |  |        |        |  |  |        |   |  |  |        |   |  |  |      |   |  | 
|                                                        |  |                |          |   |            |  |         |        |  |  |         |   |  |     







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Managements Discussion and Analysis

GMAC LLC

Mortgage Loan Production, Sales and Servicing

Our mortgage loan production increased to $47.0 billion for
the three months ended June 30, 2006, compared to
$42.6 billion for the same period in 2005. These increases
were primarily a result of increases in domestic market share.
The domestic mortgage origination markets was estimated to be
$1.3 trillion for the six months ended June 30, 2006,
a decline of 6.1% compared to the comparable period in 2005. The
market share growth continues to be achieved through effectively
changing our product offerings and pricing in our market.

The following summarizes mortgage loan production for the
periods indicated.

|                                      |                                              |                                   |  |            |         |      |  |         |         |  |  |         |         |  |  |         |         | 
|------------------------------------- | -------------------------------------------- | --------------------------------- |  | ---------- | ------- | ---- |  | ------- | ------- |  |  | ------- | ------- |  |  | ------- | ------- | 
|                                      |                                              | Second Quarter                    |  | Six Months
|                                      |                                              |                                   |  |           
|Period ended June 30, ($ in millions) |                                              | 2006                              |  | 2005       |         | 2006 |  | 2005   
|                                     
|Consumer:                             |                                              |                                   |  |            |         |      |  |         |         |  |  |         |         |  |  |        
|                                      | Principal amount by product type:            |                                   |  |            |         |      |  |         |         |  |  |         |         |  |  |         |        
|                                      |                                              | Prime conforming                  |  |            | $11,965 |      |  |         | $10,512 |  |  |         | $20,534 |  |  |         | $24,700 | 
|                                      |                                              | Prime nonconforming               |  |            | 14,638  |      |  |         | 14,998  |  |  |         | 26,365  |  |  |         | 25,066  | 
|                                      |                                              | Government                        |  |            | 1,081   |      |  |         | 1,044   |  |  |         | 1,942   |  |  |         | 2,241   | 
|                                      |                                              | Nonprime                          |  |            | 6,060   |      |  |         | 8,321   |  |  |         | 15,156  |  |  |         | 13,937  | 
|                                      |                                              | Prime second-lien                 |  |            | 6,585   |      |  |         | 3,186   |  |  |         | 12,400  |  |  |         | 5,674   | 
|                                     
|                                      |                                              | Total U.S. production             |  |            | 40,329  |      |  |         | 38,061  |  |  |         | 76,397  |  |  |         | 71,618  | 
|                                      |                                              | International                     |  |            | 6,693   |      |  |         | 4,547   |  |  |         | 12,205  |  |  |         | 7,451   | 
|                                     
|                                      | Total                                        |                                   |  | $47,022    |         |      |  | $42,608 |         |  |  | $88,602 |         |  |  | $79,069 |        
|                                     
|                                      | Principal amount by origination
    channel: |                                   |  |            |         |      |  |         |         |  |  |         |         |  |  |         |        
|                                      |                                              | Retail and direct channels        |  |            | $7,424  |      |  |         | $9,696  |  |  |         | $14,102 |  |  |         | $18,177 | 
|                                      |                                              | Correspondent and broker channels |  |            | 32,905  |      |  |         | 28,365  |  |  |         | 62,295  |  |  |         | 53,441  | 
|                                     
|                                      |                                              | Total U.S. production             |  |            | $40,329 |      |  |         | $38,061 |  |  |         | $76,397 |  |  |         | $71,618 | 
|                                     
|                                      | Number of loans (in units):                  |                                   |  |            |         |      |  |         |         |  |  |         |         |  |  |         |        
|                                      |                                              | Retail and direct channels        |  |            | 65,011  |      |  |         | 76,569  |  |  |         | 125,899 |  |  |         | 142,970 | 
|                                      |                                              | Correspondent and broker channels |  |            | 208,747 |      |  |         | 150,385 |  |  |         | 399,599 |  |  |         | 303,634 | 
|                                     
|                                      |                                              | Total U.S. production             |  |            | 273,758 |      |  |         | 226,954 |  |  |         | 525,498 |  |  |         | 446,604 | 
|                                     



|                                          |  |                                        |           |                   |  |          |          |               |  |  |           |  |  |  |          | 
|----------------------------------------- |  | -------------------------------------- | --------- | ----------------- |  | -------- | -------- | ------------- |  |  | --------- |  |  |  | -------- | 
|                                          |  | U.S. mortgage loan servicing portfolio
|                                          |  |                                       
|                                          |  | June 30, 2006                          |           | December 31, 2005
|                                          |  |                                        |           |                  
|                                          |  | Number                                 |           | Dollar amount     |  | Number   |          | Dollar amount
|($ in millions)                           |  | of loans                               |           | of loans          |  | of loans |          | of loans     
|                                         
|Principal conforming                      |  |                                        | 1,421,361 |                   |  |          | $194,907 |               |  |  | 1,393,379 |  |  |  | $186,405 | 
|Prime non-conforming                      |  |                                        | 293,923   |                   |  |          | 89,415   |               |  |  | 257,550   |  |  |  | 76,980   | 
|Government                                |  |                                        | 179,721   |                   |  |          | 18,342   |               |  |  | 181,679   |  |  |  | 18,098   | 
|Nonprime                                  |  |                                        | 472,491   |                   |  |          | 55,168   |               |  |  | 493,486   |  |  |  | 56,373   | 
|Prime second-lien                         |  |                                        | 621,689   |                   |  |          | 24,234   |               |  |  | 500,534   |  |  |  | 17,073   | 
|                                         
|Total primary servicing
    portfolio (a) |  |                                        | 2,989,185 |                   |  |          | $382,066 |               |  |  | 2,826,628 |  |  |  | $354,929 | 
|                                         

|    |                                                                                                                                                                                                                                                 | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(a) | Excludes loans for which we acted as a subservicer. Subserviced
    loans totaled 304,749 with an unpaid principal balance of
    $45.4 billion at June 30, 2006, and 271,489 with an
    unpaid balance of $38.9 billion at December 31, 2005. | 



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Managements Discussion and Analysis

GMAC LLC

Allowance for Loan Losses

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

|                                                                                                  |  |                |        |            |  |      |        |      |  |  |        |   |  |  |        |   |  | 
|------------------------------------------------------------------------------------------------- |  | -------------- | ------ | ---------- |  | ---- | ------ | ---- |  |  | ------ | - |  |  | ------ | - |  | 
|                                                                                                  |  | Second Quarter |        | Six Months
|                                                                                                  |  |                |        |           
|Period ended June 30, ($ in millions)                                                             |  | 2006           |        | 2005       |  | 2006 |        | 2005 |  | 
|                                                                                                 
|Allowance at beginning of period                                                                  |  |                | $1,261 |            |  |      | $1,075 |      |  |  | $1,253 |   |  |  | $1,015 |   |  | 
|Provision for loan losses                                                                         |  |                | 123    |            |  |      | 145    |      |  |  | 245    |   |  |  | 298    |   |  | 
|Charge-offs                                                                                       |  |                | (164   | )          |  |      | (134   | )    |  |  | (294   | ) |  |  | (242   | ) |  | 
|Recoveries                                                                                        |  |                | 10     |            |  |      | 8      |      |  |  | 26     |   |  |  | 23     |   |  | 
|                                                                                                 
|Allowance at June 30                                                                              |  |                | $1,230 |            |  |      | $1,094 |      |  |  | $1,230 |   |  |  | $1,094 |   |  | 
|Allowance as a percentage of total
    mortgage loans held for investment and lending receivables |  |                | 1.42   | %          |  |      | 1.63   | %    |  |  | 1.42   | % |  |  | 1.63   | % |  | 
|                                                                                                 

Nonperforming Assets




|                                                                                                                   |                 |                        |        |              |       |          |        |   |       |  |        |   |       |  |  | 
|------------------------------------------------------------------------------------------------------------------ | --------------- | ---------------------- | ------ | ------------ | ----- | -------- | ------ | - | ----- |  | ------ | - | ----- |  |  | 
|                                                                                                                   |                 | June 30,               |        | December 31, |       | June 30, |        |  
|($ in millions)                                                                                                    |                 | 2006                   |        | 2005         |       | 2005     |        |  
|                                                                                                                  
|Nonaccrual loans:                                                                                                  |                 |                        |        |              |       |          |        |   |       |  |        |   |       | 
|                                                                                                                   | Mortgage loans: |                        |        |              |       |          |        |   |       |  |        |   |       |  | 
|                                                                                                                   |                 | Prime conforming       |        |              | $9    |          |        |   | $10   |  |        |   | $19   |  |  | 
|                                                                                                                   |                 | Prime nonconforming    |        |              | 328   |          |        |   | 361   |  |        |   | 176   |  |  | 
|                                                                                                                   |                 | Government             |        |              |      |          |        |   |      |  |        |   | 32    |  |  | 
|                                                                                                                   |                 | Prime second-lien      |        |              | 70    |          |        |   | 85    |  |        |   | 58    |  |  | 
|                                                                                                                   |                 | Nonprime (a)           |        |              | 5,587 |          |        |   | 5,731 |  |        |   | 4,841 |  |  | 
|Lending receivables:                                                                                               |                 |                        |        |              |       |          |        |   |       |  |        |   |       | 
|                                                                                                                   |                 | Warehouse              |        |              | 21    |          |        |   | 42    |  |        |   | 4     |  |  | 
|                                                                                                                   |                 | Construction           |        |              | 13    |          |        |   | 8     |  |        |   | 9     |  |  | 
|                                                                                                                   |                 | Commercial real estate |        |              |      |          |        |   | 17    |  |        |   |      |  |  | 
|                                                                                                                  
|Total nonaccrual loans                                                                                             |                 |                        | $6,028 |              |       |          | $6,254 |   |       |  | $5,139 |   |       | 
|Restructured loans                                                                                                 |                 |                        | 17     |              |       |          | 23     |   |       |  | 9      |   |       | 
|Foreclosed assets                                                                                                  |                 |                        | 728    |              |       |          | 506    |   |       |  | 525    |   |       | 
|                                                                                                                  
|Total nonperforming assets                                                                                         |                 |                        | $6,773 |              |       |          | $6,783 |   |       |  | $5,673 |   |       | 
|                                                                                                                  
|Total nonaccrual loans as a
    percentage of total mortgage loans held for investment and
    lending receivables |                 |                        | 7.0    | %            |       |          | 7.6    | % |       |  | 7.6    | % |       | 
|                                                                                                                  
|Total nonperforming assets as a
    percentage of total ResCap assets                                              |                 |                        | 5.4    | %            |       |          | 5.7    | % |       |  | 5.7    | % |       | 
|                                                                                                                  

|    |                                                                                                                                                                                      | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | Includes $180 as of June 30, 2006, $374 as of
    December 31, 2005, and $843 as of June 30, 2005, of
    loans that were purchased distressed and already in
    nonaccrual status. | 



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Managements Discussion and Analysis

GMAC LLC



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.

|                                                   |  |                |         |            |  |        |         |   |  |      |        |      |  |        |     |   |  |  |         |   |  |  |         |   |  |  |        |   |  |  |     |   |  | 
|-------------------------------------------------- |  | -------------- | ------- | ---------- |  | ------ | ------- | - |  | ---- | ------ | ---- |  | ------ | --- | - |  |  | ------- | - |  |  | ------- | - |  |  | ------ | - |  |  | --- | - |  | 
|                                                   |  | Second Quarter |         | Six Months |  |       
|                                                   |  |                |         |            |  |       
|Period ended June 30, ($ in millions)              |  | 2006           |         | 2005       |  | Change |         | % |  | 2006 |        | 2005 |  | Change |     | % |  | 
|                                                  
|Revenue                                            |  |                |         |            |  |        |         |   |  |      |        |      |  |        |     |   |  |  |         |   |  |  |         |   |  |  |        |   |  |  |     |   |  | 
|Insurance premiums and service
    revenue earned  |  |                | $1,042  |            |  |        | $919    |   |  |      | $123   |      |  |        | 13  |   |  |  | $2,046  |   |  |  | $1,830  |   |  |  | $216   |   |  |  | 12  |   |  | 
|Investment income                                  |  |                | 84      |            |  |        | 96      |   |  |      | (12    | )    |  |        | (13 | ) |  |  | 189     |   |  |  | 186     |   |  |  | 3      |   |  |  | 2   |   |  | 
|Other income                                       |  |                | 31      |            |  |        | 39      |   |  |      | (8     | )    |  |        | (21 | ) |  |  | 63      |   |  |  | 76      |   |  |  | (13    | ) |  |  | (17 | ) |  | 
|                                                   |  |                |         |            |  |        |         |   |  |      |        |     
|Total revenue                                      |  |                | 1,157   |            |  |        | 1,054   |   |  |      | 103    |      |  |        | 10  |   |  |  | 2,298   |   |  |  | 2,092   |   |  |  | 206    |   |  |  | 10  |   |  | 
|Insurance losses and loss
    adjustment expenses  |  |                | (653    | )          |  |        | (597    | ) |  |      | (56    | )    |  |        | (9  | ) |  |  | (1,250  | ) |  |  | (1,185  | ) |  |  | (65    | ) |  |  | (5  | ) |  | 
|Acquisition and underwriting expense               |  |                | (363    | )          |  |        | (291    | ) |  |      | (72    | )    |  |        | (25 | ) |  |  | (693    | ) |  |  | (575    | ) |  |  | (118   | ) |  |  | (21 | ) |  | 
|Premium tax and other expense                      |  |                | (24     | )          |  |        | (21     | ) |  |      | (3     | )    |  |        | (14 | ) |  |  | (52     | ) |  |  | (44     | ) |  |  | (8     | ) |  |  | (18 | ) |  | 
|                                                   |  |                |         |            |  |        |         |   |  |      |        |     
|Income before income taxes                         |  |                | 117     |            |  |        | 145     |   |  |      | (28    | )    |  |        | (19 | ) |  |  | 303     |   |  |  | 288     |   |  |  | 15     |   |  |  | 5   |   |  | 
|Income tax expense                                 |  |                | (37     | )          |  |        | (45     | ) |  |      | 8      |      |  |        | 18  |   |  |  | (94     | ) |  |  | (93     | ) |  |  | (1     | ) |  |  | (1  | ) |  | 
|                                                   |  |                |         |            |  |        |         |   |  |      |        |     
|Net income                                         |  |                | $80     |            |  |        | $100    |   |  |      | ($20   | )    |  |        | (20 | ) |  |  | $209    |   |  |  | $195    |   |  |  | $14    |   |  |  | 7   |   |  | 
|                                                  
|Total assets                                       |  |                | $13,475 |            |  |        | $12,173 |   |  |      | $1,302 |      |  |        | 11  |   |  |  | $13,475 |   |  |  | $12,173 |   |  |  | $1,302 |   |  |  | 11  |   |  | 
|                                                  
|Insurance premiums and service
    revenue written |  |                | $1,030  |            |  |        | $1,038  |   |  |      | ($8    | )    |  |        | (1  | ) |  |  | $2,131  |   |  |  | $2,156  |   |  |  | ($25   | ) |  |  | (1  | ) |  | 
|                                                  
|Combined
    ratio (a)                             |  |                | 96.2    | %          |  |        | 94.4    | % |  |      |        |      |  |        |     |   |  |  | 93.8    | % |  |  | 94.1    | % |  |  |        |   |  |  |     |   |  | 
|                                                  

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







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Managements Discussion and Analysis

GMAC LLC

increase in interest and dividend income in our portfolio of
invested assets. The market value of the investment portfolio
was $7.7 billion at June 30, 2006, compared to
$7.5 billion at June 30, 2005.

Total expenses increased 14% in the second quarter of 2006 as
compared to the same period in 2005, and 11% for the first six
months of 2005 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.



Other

Other operations is comprised of our Commercial Finance Group,
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 GMACs Other operations is summarized as
follows:

|                                      |  |                |        |            |  |        |         |   |  |      |          |      |  |        |     |   |  |  |     |  |  |  |      |  |  |  |      |   |  |  |     |   |  | 
|------------------------------------- |  | -------------- | ------ | ---------- |  | ------ | ------- | - |  | ---- | -------- | ---- |  | ------ | --- | - |  |  | --- |  |  |  | ---- |  |  |  | ---- | - |  |  | --- | - |  | 
|                                      |  | Second Quarter |        | Six Months
|                                      |  |                |        |           
|Period ended June 30, ($ in millions) |  | 2006           |        | 2005       |  | Change |         | % |  | 2006 |          | 2005 |  | Change |     | % |  | 
|                                     
|Commercial Finance Group              |  |                | $1     |            |  |        | $12     |   |  |      | ($11     | )    |  |        | (92 | ) |  |  | $11 |  |  |  | $26  |  |  |  | ($15 | ) |  |  | (58 | ) |  | 
|Capmark                               |  |                | 19     |            |  |        | 38      |   |  |      | (19      | )    |  |        | (50 | ) |  |  | 48  |  |  |  | 101  |  |  |  | (53  | ) |  |  | (52 | ) |  | 
|                                      |  |                |        |            |  |        |         |   |  |      |          |     
|Net income                            |  |                | $20    |            |  |        | $50     |   |  |      | ($30     | )    |  |        | (60 | ) |  |  | $59 |  |  |  | $127 |  |  |  | ($68 | ) |  |  | (54 | ) |  | 
|                                      |  |               
|Total assets (a)                      |  |                | $6,804 |            |  |        | $24,347 |   |  |      | ($17,543 | )    |  |        | (72 | ) |  |  |     |  |  |  |      |  |  |  |      |   |  |  |     |   |  | 
|                                      |  |               

|    |                                                            | 
|--- | ---------------------------------------------------------- | 
|(a) | Represents assets of Commercial Finance Group and Capmark. | 

Commercial Finance Group






Equity Interest in Capmark










| |                              
| | -----------------------------
| | Critical Accounting Estimates





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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

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

Funding Sources and Strategy

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 ($22.7 billion
at June 30, 2006) including certain marketable securities
that can be utilized to meet our obligations in the event of any
market disruption. From time to time, we repurchase previously
issued debt as part of our cash and liquidity management
strategy. 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
|                                          |                                |            
|                                          |                                | June 30,    |         | December 31,
|($ in millions)                           |                                | 2006        |         | 2005        
|                                         
|Commercial paper                          |                                |             | $850    |              |  |  | $524    |         
|Institutional term debt                   |                                |             | 77,621  |              |  |  | 82,557  |         
|Retail debt programs                      |                                |             | 32,047  |              |  |  | 34,482  |         
|Secured financings                        |                                |             | 124,945 |              |  |  | 121,138 |         
|Bank loans, and other                     |                                |             | 13,512  |              |  |  | 15,704  |         
|                                         
|                                          | Total debt (a)                 |             |         | 248,975      |  |  |         | 254,405  | 
|Customer deposits (b)                     |                                |             | 9,143   |              |  |  | 6,855   |         
|Off-balance sheet
    securitizations (c) |                                |             |         |              |  |  |         |         
|                                          | Retail finance receivables     |             |         | 6,476        |  |  |         | 3,165    | 
|                                          | Wholesale loans                |             |         | 20,881       |  |  |         | 20,724   | 
|                                          | Mortgage loans                 |             |         | 92,361       |  |  |         | 77,573   | 
|                                         
|                                          | Total funding                  |             |         | 377,836      |  |  |         | 362,722  | 
|Less: cash reserves (d)                   |                                |             | (22,703 | )            |  |  | (19,605 | )       
|                                         
|                                          | Net funding                    |             |         | $355,133     |  |  |         | $343,117 | 
|                                         
|Leverage ratio covenant (e)               |                                |             | 6.8:1   |              |  |  | 7.5:1   |         
|                                         
|Funding Commitments
    ($ in billions)   |                                |             |         |              |  |  |         |         
|                                          | Bank liquidity facilities (f)  |             |         | $44.4        |  |  |         | $44.1    | 
|                                          | Secured funding facilities (g) |             |         | $109.3       |  |  |         | $114.9   | 
|                                         

|    |                                                                                                               | 
|--- | ------------------------------------------------------------------------------------------------------------- | 
|(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 $17.2 billion in cash and cash equivalents and
    $5.5 billion invested in marketable securities at 
     June 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, securitization transactions that are
    accounted for on-balance sheet as secured financings (totaling
    $97,841 and $94,346 at June 30, 2006, and December 31,
    2005, respectively). Our debt to equity ratio was 11.2:1 and
    11.9:1, at June 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 both committed and uncommitted secured funding
    facilities. Includes commitments with third-party asset-backed
    commercial paper conduits as well as forward flow sale
    agreements with third parties and repurchase facilities. Refer
    to Note 7 to the Condensed Consolidated Financial
    Statements for details.





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##### Table of Contents

Managements Discussion and Analysis

General Motors Acceptance Corporation

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
GMAC). 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 off of 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 of our 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 connection with the
targeted fourth quarter sale closing, we expect to arrange two
asset-backed funding facilities that total up to
$25 billion, which will support our ongoing business and
enhance our liquidity position. A $10 billion facility is
expected to be available before closing and the other facility
is expected to be available on or after closing. Citigroup has
committed $12.5 billion in the aggregate to these two
facilities. 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
burdensome 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 GMACs (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. Most recently, 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

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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

Form 10-K with the SEC. Following 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) | 
|        |  |            |           |        |  |         |           |                     |  |  | Possible   |  |  |  |                         | 
|Moodys |  |            | Not-Prime |        |  |         | Ba1       |                     |  |  | downgrade  |  |  |  | August 24, 2005 (b)     | 
|S&P     |  |            | B-1       |        |  |         | BB        |                     |  |  | Developing |  |  |  | May 5, 2005 (c)         | 
|DBRS    |  |            | R-2 (low) |        |  |         | 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), and on
    October 11, 2005, placed the ratings under review with
    developing implications and affirmed the review status on
    October 17, 2005.                                                       | 



|        |  |            |              |        |  |         |      |                     |  |  |            |  |  |  |                         | 
|------- |  | ---------- | ------------ | ------ |  | ------- | ---- | ------------------- |  |  | ---------- |  |  |  | ----------------------- | 
|Rating  |  | Commercial |              | Senior |  |         |      |                    
|Agency  |  | Paper      |              | Debt   |  | Outlook |      | Date of Last Action
|       
|Fitch   |  |            | F3           |        |  |         | BBB- |                     |  |  | Positive   |  |  |  | September 26, 2005  (a) | 
|        |  |            |              |        |  |         |      |                     |  |  | Possible   |  |  |  |                         | 
|Moodys |  |            | P-3          |        |  |         | Baa3 |                     |  |  | 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.                                                                                                                                         | 

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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.

|                                       |                            |          |        |              |  |  |        |      | 
|-------------------------------------- | -------------------------- | -------- | ------ | ------------ |  |  | ------ | ---- | 
|                                       |                            | June 30, |        | December 31,
|($ in billions)                        |                            | 2006     |        | 2005        
|                                      
|Securitization (a)                     |                            |          |        |              |  |  |        |     
|                                       | Retail finance receivables |          |        | $7.2         |  |  |        | $6.0 | 
|                                       | Wholesale loans            |          |        | 21.6         |  |  |        | 21.4 | 
|                                       | Mortgage loans             |          |        | 94.7         |  |  |        | 79.4 | 
|                                      
|Total securitization                   |                            |          | 123.5  |              |  |  | 106.8  |     
|Other off-balance sheet activities     |                            |          |        |              |  |  |        |     
|                                       | Mortgage warehouse         |          |        | 0.8          |  |  |        | 0.6  | 
|                                       | Other mortgage             |          |        | 0.1          |  |  |        | 0.2  | 
|                                      
|Total off-balance sheet
    activities |                            |          | $124.4 |              |  |  | $107.6 |     
|                                      

|    |                                                                                                                                                                                                  | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|(a) | Includes only securitizations accounted for as sales under
    SFAS 140, as further described in Note 9 to the
    Consolidated Financial Statements in our 2005 Annual Report on
    Form 10-K. | 



| |                                          
| | -----------------------------------------
| | Accounting and Reporting
    Developments



Statement of Position
05-1 05-1, Accounting by Insurance Enterprises for Deferred Acquisition
Costs in Connection with Modifications or Exchanges of Insurance
Contracts 05-1). 05-1 05-1 05-01 05-1


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 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


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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC

more-likely-than-not
to be sustained based solely on its 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 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.



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 revenue increased by $410 million and
$922 million, respectively, in the second quarter and first
six months of 2006, compared to the same period of 2005,
primarily due to increases in operating lease income, revenue
from mortgage loans held for sale and mortgage consumer interest
income. Mortgage originations increased to $47.0 billion in
the second quarter from $42.6 billion in the prior period.
These increases were partially offset by a decline in auto
consumer revenue.

Interest and discount expense increased by $769 million and
$1,329 million in the second quarter and first six months
of 2006, as compared to the same period of the prior year. This
increase is primarily the result of the negative impact of
higher funding costs due to an increase in overall market
interest rates. The provision for credit losses increased for
the second quarter of 2006 by $84 million.

Insurance premiums and service revenue earned increased by 13%
and 12% in the second quarter and first six months of 2006 as
compared with the same period in 2005, as a result of the
acquisition of MEEMIC, growth in the extended service contract
line, reinsurance assumed business and international personal
lines operations. Gain on sale of mortgage and automotive loans
increased due to higher overall loan production and increased
volume of off-balance
sheet securitizations versus on-balance secured financings.

Investment income decreased by $106 million and
$98 million in the second quarter and first six months of
2006, respectively, as compared to the same period in the prior
year. The decreases are primarily driven by lower capital gains
recognized and an increase in losses on U.S. Treasury and
principal-only securities during the first half of 2006. Gain on
sale of equity investments increased by $411 million in the
second quarter and first six months of 2006 as compared to the
same period in the prior year. The increase is primarily driven
due to the sale of our equity interest in a regional homebuilder
during the second quarter of 2006.

Expenses

Noninterest expense increased by $197 million, or 5% in the
second quarter of 2006 and $529 million, or 7% for the
first six months of 2006, as compared to the same period in the
prior year. Depreciation expense on operating lease assets
increased during the second quarter and first six months of
2006, as a result of higher average operating lease asset levels
as compared to the same period of 2005. In addition, other
operating expenses increased due to a decrease in the gains
realized on the disposal of off-lease vehicles.

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##### Table of Contents

Managements Discussion and Analysis

GMAC LLC



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 regarding 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; 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 not
effective as of June 30, 2006, solely because of the
material weakness in internal control over financial reporting
with respect to the preparation, review, presentation and
disclosure of the Consolidated Statement of Cash Flows as
disclosed in our report on
Form 10-K for year
ended December 31, 2005.

In order to remediate this material weakness in our internal
control over financial reporting, management is in the process
of designing and implementing and continuing to enhance controls
to aid in the correct preparation, review, presentation and
disclosure of our Consolidated Statement of Cash Flows. We are
continuing to monitor, evaluate and test the operating
effectiveness of these controls.

There were no other changes in our internal controls 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.

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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 for
additional information regarding the items noted below and other
pending governmental proceedings, claims and legal actions.

The previously reported bondholder class actions,
J&R Marketing, et al. v. General Motors
Corporation, et al., Mager v. General Motors
Corporation, et al.,and Zielezienski,
et al. v. General Motors, et al. have been
consolidated in the United States District Court for the Eastern
District of Michigan under the caption
J&R Marketing, et al. v. General Motors
Corporation, et al.and lead plaintiffs counsel
have been appointed by the court. On 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, 2006
Form 10-Q.

The following risk factors, which were disclosed in our 2005
Annual Report on
Form 10-K and
March 31, 2006
Form 10-Q, have
not materially changed since we filed those reports. See our
2005 Annual Report on
Form 10-K and
March 31, 2006
Form 10-Q for a
complete discussion of these risk factors.

Risks Related to Our Controlling Stockholder


    GM has agreed to sell a controlling interest in GMAC. 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 ratings.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.

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##### Table of Contents

Other Information

GMAC LLC




    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.
    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 August, 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

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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 herewith.                                                                                                                                            
|       
|        | 3.2   |  |             | Certificate of Conversion to
    Limited Liability Company of General Motors Acceptance
    Corporation to GMAC LLC dated July 20, 2006                                                             |                  | Filed herewith.                                                                                                                                            
|       
|        | 3.3   |  |             | Limited Liability Company Agreement
    of GMAC LLC dated July 21, 2006                                                                                                                             |                  | Filed herewith.                                                                                                                                            
|       
|        | 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 30, 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.                                       
|       
|        | 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.                                       

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##### Table of Contents

Index of Exhibits

GMAC LLC

|                                                                                                                                                                                                                                                                                                                                                   |       |  |             |                                                                                                                                        |                  |                                                                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- |  | ----------- | -------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                                                                                                                                                                                                                                                                                                                                            |       |  | Description |                                                                                                                                        | Method of Filing
|                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                   | 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